Extraordinary General Meetings (EGM)

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Extraordinary General Meetings (EGMs)

Key takeaways

  • An Extraordinary General Meeting (EGM) is called to resolve urgent matters that cannot wait until the next Annual General Meeting (AGM).
  • EGMs can address issues such as the removal of executives, pressing legal matters, or other time-sensitive corporate decisions.
  • EGMs may be convened at short notice and on any day, including outside normal business hours and on holidays.
  • Both shareholders and boards can trigger an EGM in many jurisdictions; procedures vary by company bylaws and local law.
  • AGMs are routine, scheduled yearly meetings focused on reporting, elections and routine approvals; EGMs are exceptional and issue‑driven.

What is an EGM?

An Extraordinary General Meeting (EGM) is a special shareholders’ meeting called to consider urgent or specific matters that arise between scheduled Annual General Meetings. Unlike AGMs, which are regular and cover annual reporting, elections and routine business, EGMs exist to address exceptional events requiring shareholder attention and a formal vote.

Common reasons to call an EGM

EGMs are typically used for matters that cannot be deferred to the next AGM, for example:
* Removal or appointment of senior executives or directors
Major corporate restructurings or disposals that require shareholder approval
 Urgent legal, regulatory, or compliance issues
* Amendments to the company’s constitutional documents that must be resolved promptly

How EGMs operate

  • Who can call an EGM: Depending on jurisdiction and the company’s governing documents, an EGM can be called by the board of directors, a specified percentage of shareholders (a requisition), or, in some cases, a tribunal or court.
  • Timing and notice: EGMs can be scheduled at short notice and are not necessarily restricted to normal business hours or non‑holiday dates. However, companies must follow required notice periods and disclosure rules so shareholders can participate.
  • Procedure: EGMs typically follow formal convening procedures similar to AGMs—notice, agenda, proxy voting options and minute taking—but are focused on the single or limited matters that prompted the meeting.

Case study: London Stock Exchange (December 2017)

In December 2017 the London Stock Exchange (LSE) held an EGM to consider the potential removal of its chair amid controversy over the departure of the chief executive. The meeting was prompted by activist investor pressure and a shareholder vote seeking change. The motion was defeated and the chair remained in post. This example illustrates how EGMs can arise from shareholder activism and how they are used to resolve high‑stakes governance disputes.

EGMs vs. AGMs — key differences

  • Purpose: AGMs handle routine annual business (reports, director elections, auditor appointments). EGMs address urgent, specific matters.
  • Timing: AGMs occur on a fixed annual schedule; EGMs can occur anytime.
  • Who can call: AGMs are typically scheduled by the board; EGMs can often be requisitioned by shareholders or ordered by a tribunal, as well as called by the board.
  • Notice and disclosures: Public companies must follow regulatory filing and disclosure rules for AGMs and often for EGMs as well; details and timeframes vary by jurisdiction.

Practical implications for shareholders

  • Stay informed about corporate governance documents and local rules that govern how EGMs are requisitioned and conducted.
  • Monitor company announcements and proxy materials, since EGMs may be called at short notice and can have material effects on management and strategy.
  • Use proxy voting if you cannot attend; EGMs often determine decisive outcomes on pressing issues.

Conclusion

EGMs are an important governance tool that lets shareholders and management address urgent or extraordinary corporate issues between annual meetings. Their flexibility—both in timing and in who can call them—makes them well suited to resolve time‑sensitive matters, from leadership disputes to legal crises. Understanding when and how EGMs are used helps stakeholders respond effectively when critical decisions arise.