Kitchen Culture deems Nov 1 EGM to remove directors ‘invalid’, urges shareholders not to attend

Michelle Zhu
Published Tue, Oct 25, 2022 · 10:30 AM

EMBATTLED kitchen and wardrobe systems provider Kitchen Culture issued a press statement Tuesday (Oct 25) urging its shareholders not to attend a Nov 1 extraordinary general meeting (EGM) as it said purported notices of the meeting were “defective and therefore invalid”.

The group said it has consulted two law firms, and has been advised that the notices had not been properly served to shareholders. The EGM therefore should not, and will not, proceed at 9 am on Nov 1 at Grand Copthorne Waterfront Hotel as proposed by the requisitioners, it said.

“Any resolutions passed during any EGM convened on the basis of the defective purported notices of EGM would be invalid,” stated its board, who also advised shareholders not to attend the said meeting.

To recap, eight requisitioners including the group’s largest shareholder Ooway Group are seeking to remove five of the company’s six directors: executive director Lim Wee Li, as well as four independent directors Ang Lian Kiat, William Teo, Peter Lim and Lau Kay Heng. Lau is also vice-chairman of the group.

The requisitioners collectively owned an aggregate of 21.71 per cent of Kitchen Culture’s shares as at Oct 14, when the group first announced it received notices of the EGM.

A newspaper advertisement of the notice of EGM was placed by the requisitioners on Oct 16.

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Kitchen Culture in its latest statement highlighted that the newspaper advertisement only gave 15 days’ notice – six days short of the 21 days’ notice required in writing. It also failed to provide proxy forms, which Kitchen Culture highlighted it is not obligated to provide.

The company clarified that it also does not intend to circulate the notices of EGM nor the proxy form “as demanded by the requisitioners”.

Kitchen Culture further stressed that the newspaper advertisement is “an additional and separate requirement” which “does not displace the need to properly serve notices” of EGMs.

“As Kitchen Culture is publicly listed, ‘any EGM convened on the basis of the defective purported notices of EGM is likely to be prejudicial to shareholders. The board has a duty to consider the interests of all shareholders, and not to promote the interests of any particular one or section of shareholders, including the interests of the Ooway Group and the other requisitioning shareholders, at the expense of the general body of shareholders’,” said its board.

Trading in the shares of Kitchen Culture : 5TI 0% has been suspended since Jul 12, 2021.

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