Davis Commodities Limited (Nasdaq: DTCK), a prominent agricultural commodities trading company headquartered in Singapore, announced that all resolutions proposed at its Extraordinary General Meeting (EGM) held on June 23, 2025, were successfully approved by the Company’s shareholders. The meeting marked a significant milestone in the Company’s ongoing corporate development and restructuring strategy.
The resolutions adopted include a substantial reclassification and redesignation of the Company’s authorized share capital, the adoption of a new set of corporate governance documents in the form of amended and restated memorandum and articles of association, and a procedural provision to adjourn the meeting if necessary. These measures are expected to enhance the Company’s capital structure flexibility and align its governance framework with its evolving strategic objectives.
Share Capital Reclassification and Redesignation
The most pivotal item on the agenda was the approval of a special resolution to reclassify and redesignate the Company’s authorized share capital. The authorized share capital of Davis Commodities Limited currently stands at US$100,000.11, divided into 232,500,000,000 ordinary shares with a par value of US$0.000000430108 each. The newly approved resolution authorizes a reorganization of these ordinary shares into two separate classes: Class A Ordinary Shares and Class B Ordinary Shares.
Specifically, the resolution mandates the following changes:
- Reclassification of Existing Shares
All authorized, issued, and outstanding ordinary shares held by shareholders—except for two specific holdings—will be reclassified as Class A Ordinary Shares, maintaining the same par value of US$0.000000430108 per share. The exceptions include:- 15,056,700 ordinary shares currently held by Davis & KT Holdings Pte. Ltd.
- 1,458,281 ordinary shares held by Mr. Lek Pow Sheng, Pauson
- Designation of Class B Shares
The aforementioned holdings by Davis & KT Holdings Pte. Ltd. and Mr. Lek Pow Sheng, Pauson will be reclassified as Class B Ordinary Shares, each also having the same nominal value per share. - Reclassification of Unissued Shares
- A total of 232,472,014,356 authorized but unissued ordinary shares will be reclassified into Class A Ordinary Shares.
- An additional 3,485,019 authorized but unissued ordinary shares will be reclassified into Class B Ordinary Shares.
Following these changes, the Company’s authorized share capital will consist of:
- 232,480,000,000 Class A Ordinary Shares, and
- 20,000,000 Class B Ordinary Shares,
both with a par value of US$0.000000430108 per share.
This reclassification empowers Davis Commodities Limited to issue various classes of shares with differing rights and restrictions, as detailed in the Company’s newly adopted corporate charter. The resolution also allows the Company, subject to applicable laws and its Articles of Association, to redeem or repurchase shares, increase or reduce share capital, and issue shares with or without special rights or restrictions.
The reclassification of share capital (the “Alteration of Share Capital Proposal”) is a strategic initiative aimed at enhancing the Company’s ability to manage its capital structure more efficiently, support long-term growth, and potentially prepare for future financing or equity-based incentive programs.
Adoption of Amended and Restated Memorandum and Articles of Association
In conjunction with the Alteration of Share Capital Proposal, shareholders also approved the adoption of a third amended and restated memorandum and articles of association (referred to as the “Amended M&A”). This resolution (the “Amendment to the M&A Proposal”) replaces the Company’s existing memorandum and articles of association with a revised version that reflects the newly introduced share classifications and provides a more robust governance framework for the Company’s next phase of growth.
The resolution, formally adopted as a special resolution, states:
“IT IS HEREBY RESOLVED, as a special resolution, that, subject to the effectiveness of the Alteration of Share Capital, the Company adopts the third amended and restated memorandum and articles of association attached hereto as Annex A (the “Amended M&A”) in substitution for and to the exclusion of the existing memorandum and articles of association of the Company.”
The adoption of the Amended M&A ensures that the new Class A and Class B share structures are properly incorporated into the Company’s governing documents and sets out the respective rights, privileges, and limitations of each share class. This change is expected to enhance clarity, investor transparency, and governance consistency moving forward.
Authorization to Adjourn the Meeting
Lastly, shareholders approved a resolution authorizing the adjournment of the EGM, if necessary, to allow additional time to solicit shareholder proxies in the event that an insufficient number of votes had been cast to pass the proposals. This resolution (the “Authorization to Adjourn the Meeting Proposal”) serves as a procedural safeguard, ensuring that shareholders have ample opportunity to participate in key governance decisions.
While this provision was not ultimately exercised during the June 23 meeting, its inclusion in the agenda demonstrates the Company’s commitment to maintaining inclusive and transparent shareholder engagement practices.
