Calling for a Company EGM

On 13 January 2026, Bursa Malaysia’s website had an update about a company called DFCITY. It was a requisition for the company to convene an EGM, to remove certain directors.

The letter was convened by three individuals, with the surnames Fong, Liew, and Tan. Together they held more than 10% of the shares of the company; and so, they were within their rights as shareholders to call for the EGM.

In Malaysia, an EGM (extraordinary general meeting) is a tool of corporate governance, which allows members to convene a meeting other than an AGM (annual general meeting). Decisions can be made, and resolutions can be passed at the EGM.

The first category of people is of course, the board of directors. The board of directors have authority under section 310(a) Companies Act 2016 (CA2016) to call for an EGM. Any shareholder (assuming a single person) with 10% or more of the company’s shares can also call for an EGM (section 310(b) CA 2016).

Under section 311(3)(a) CA2016, a group of shareholders (assuming plurality) with more than 10% of the company’s shares can require the board of directors to call for a meeting – an EGM.

First, shareholders can use the EGM to remove directors who have conflict of interest, or are underperforming.

Second, shareholders can pass resolutions on urgent matters affecting the company.

Third, in listed companies, EGM’s must be announced on Bursa Malaysia’s website.

In this case, the group of shareholders decided to invoke section 206 of CA 2016, which allows them to remove a director.

Under section 206(2) CA 2016, in a public company, a director may be removed from his position, before his contracted tenure expires, by the passing of an ordinary resolution.

Under section 206(3) CA 2016, special notice must be given of the resolution to remove a director under section 206 CA 2016.

Under section 322(1) CA 2016, this special notice should be at least 28 days before the intended meeting day. Then, if it is practicable, the company will inform the other shareholders under section 322(3) CA 2016 – or if it is not practicable, advertise in a newspaper to give notice, at least 14 days before the meeting (sectino 322(4) CA 2016).

First, the board of directors must call for the meeting within 14 days of the requisition. (section 312(1)(a) CA 2016).

Second, a meeting shall be called within 28 days from the date of the notice to convene the meeting. (section 312(1)(b) CA 2016).

This means that a resolution backed by more than 50% of the votes cast on that day.

The removal of a director, or directors, is an important aspect of corporate governance. It would be a sorry state for shareholders if they could not exercise their rights as shareholders. That is why our law codifies the EGM and the procedure that should be adhered to in convening the EGM.

Your feedback is most welcomed.