Jentayu Shareholder Requests EGM Delay as Court Case Looms

A shareholder of Jentayu Sustainables Berhad has taken legal action to halt the company’s upcoming Extraordinary General Meeting (EGM), scheduled for 4 December 2025. In a lawsuit filed on 28 November 2025, the shareholder, Andy Lai Wee Young, is seeking to postpone the meeting on grounds that its legality — along with several proposed corporate exercises — is in question. According to a press statement from his solicitors, Mak LK & Co, Lai, who owns 1,361,000 shares in the company, filed an Originating Summons (OS) and an injunction application to restrain Jentayu from convening the “postponed” EGM or acting on any resolutions that may arise from it. The High Court has fixed the hearing for the injunction on 5 December 2025.

Central to Lai’s legal challenge is the company’s decision to delay the EGM from its original date of 22 October 2025 to 4 December 2025. Court filings reveal that Lai disputes the board’s authority to postpone the meeting, arguing that Jentayu’s Constitution — specifically Articles 70 and 71 — does not empower directors to change the date once the notice has been issued. He contends that an adjournment can only occur after the meeting has convened and with shareholders’ consent. Since no meeting took place on 22 October, Lai maintains that the company’s decision to set a new date is invalid.

The lawsuit also raises questions about inconsistencies involving the proxy documents and the record of depositors (ROD) date. The proxy form issued with the original notice dated 3 September 2025 referred to an ROD date of 16 October 2025. However, the rescheduled meeting uses a different ROD date — 27 November 2025 — which Lai argues could place Jentayu in breach of Bursa Malaysia’s Listing Requirements. He further highlights the company’s failure to clarify whether mandatory inspection documents, as outlined in the shareholder circular, remain accessible to shareholders until the new meeting date, potentially representing another compliance issue.

Lai additionally criticizes Jentayu for not announcing the litigation to Bursa Malaysia despite its material impact, pointing to Paragraph 9.03 of the Listing Requirements, which mandates prompt disclosure of significant legal proceedings. He argues that shareholders and the market deserved timely notification once the suit was filed and case management began.

Beyond the meeting date itself, Lai’s legal action challenges the validity of key resolutions to be tabled at the 4 December EGM, should it proceed. These include a proposed private placement of up to 20% of the company’s issued shares, an acquisition of equity in Jentayu Solar Sdn Bhd, and a variation in the utilization of proceeds from the company’s 2022 rights issue. Lai asserts that the disputed EGM cannot serve as a legitimate platform for decisions involving major corporate exercises, especially when he believes critical information has not been adequately disclosed.

In view of these concerns, Lai is calling for the EGM to be deferred until the High Court reaches a decision. He argues that proceeding with the meeting amid ongoing litigation and alleged procedural irregularities would undermine corporate governance standards, compromise shareholder rights, and expose the company to additional legal complications. His legal action, he says, reflects a commitment to promoting transparency, ensuring compliance with regulatory requirements, and safeguarding the interests of all Jentayu shareholders.