VibroPower 2025 AGM: Major Board Changes, Auditor Switch, and New Share Issue Mandate – What Retail Investors Must Watch!

VibroPower Corporation Limited held its Annual General Meeting (AGM) on 31 July 2025, and the session introduced several significant developments that could impact the company’s future direction and potentially its share price. Here’s an in-depth breakdown of all key agenda items, resolutions passed, and important boardroom changes that every retail investor should be aware of.

1. Unanimous Approval of Financial Statements

The AGM began with the approval of the Directors’ Statement and Audited Financial Statements for the financial year ended 31 March 2025. All votes cast were in favour, reflecting shareholder confidence in the company’s financial health and transparency. Investors should note that clean adoption of financials typically signals operational stability and strong corporate governance.

2. Boardroom Changes: Retirement and Re-Election of Directors

• Mr Benedict Chen Onn Meng was re-elected as a Director with 100% approval. His continued presence may suggest ongoing strategic continuity.
• Ms Lok Pei San (Lu Peishan) was also re-elected as Independent Non-Executive Director. She will remain as Chairman of the Remuneration Committee and a member of both the Nominating and Audit Committees. Her confirmed independence ensures compliance and oversight for minority shareholders.
• Mr Hew Koon Chan has retired and will not seek re-election. This is notable as retirements can precede shifts in boardroom dynamics and company strategy. The Chairman publicly thanked Mr Hew for his service, but investors should monitor for further changes in board composition that may follow.

3. Director Fees: Increase and Future Approval

• Additional directors’ fees of S\$26,171 for FY2025 were approved, to be paid half-yearly in arrears.
• Directors’ fees of S\$125,000 were approved for the upcoming financial year ending 31 March 2026, again payable half-yearly in arrears.
• While not immediately price-sensitive, fee increases may reflect higher governance costs and potentially a more active board, which could have strategic implications.

4. Auditor Switch: From Forvis Mazars LLP to Foo Kon Tan LLP

Forvis Mazars LLP will retire as external auditor and Foo Kon Tan LLP will step in as statutory auditor. Auditor changes can often be price-sensitive, as they may signal shifts in audit quality, cost structure, or even underlying accounting approaches. Investors should track future audit opinions and any notes on controls or risk. The company authorized directors to settle terms with the new auditor, further cementing the transition.

5. Share Issue Mandate – Significant Potential for Dilution and Growth

The most important—and potentially price-moving—resolution was the approval of the Share Issue Mandate under Section 161 of the Companies Act and SGX Listing Rules:

• The board is authorized to issue up to 50% of VibroPower’s total issued shares (excluding treasury shares and subsidiary holdings), with up to 20% allowed for non-pro rata issuances. This means the company can raise capital through rights issues, bonus issues, convertible securities, options, warrants, and more.
• For retail investors, this is critical: future share issues can dilute existing holdings but also provide funding for expansion, acquisitions, or balance sheet strengthening. The flexibility given to directors is substantial, so investors should monitor company announcements for any actual placements or fund-raising activities.
• The mandate will remain active until the next AGM unless revoked or varied by shareholders.

6. All Resolutions Passed Unanimously

All resolutions—including financial adoption, re-elections, fee approvals, auditor appointment, and the share issue mandate—were passed with 100% approval (45,168,364 shares voted in favour for each resolution). This level of support is rare and signals strong alignment between management and shareholders at present.

7. Other Procedural Notes

• No shareholder questions were raised during the meeting, indicating either high confidence or lack of controversy.
• The meeting concluded swiftly, within 20 minutes, suggesting a tightly coordinated AGM without disputes.

What Should Retail Investors Watch Going Forward?

• Potential Share Dilution: The newly approved share issuance mandate could be used for fundraising, which may impact share price if new shares are issued below market price or for strategic investments.
• Auditor Change: Track audit reports from Foo Kon Tan LLP for any changes in financial reporting or risk disclosures.
• Board Changes: Watch for further director retirements or appointments, which may signal strategic shifts.
• Fee Increases: While modest, increased director fees may point to evolving board responsibilities or future growth plans.

Conclusion: Price-Sensitive Developments for 2025

This AGM was not just a routine procedural event—major changes to board composition, audit oversight, and the ability to issue new shares mean retail investors must stay vigilant. Any use of the share issuance mandate or changes resulting from the auditor switch have the potential to materially affect VibroPower’s share price and future growth trajectory.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Please consult with a professional adviser before making investment decisions. While every effort has been made to ensure the accuracy of the information, VibroPower’s future actions and market reactions cannot be predicted with certainty.

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