FGL shareholders approve new Class A & B shares, boost CEO voting power

Rhea-AI Filing Summary

Founder Group Limited ("FGL") reported the outcomes of its 8 July 2025 virtual extraordinary general meeting via this Form 6-K. Shareholders approved an amended and restated memorandum and articles of association that introduces a dual-class capital structure. Two new classes of ordinary shares were created: Class A shares (one vote per share) and Class B shares (twenty votes per share). Both classes carry identical economic rights, including dividend and liquidation entitlements.

The meeting also authorised specific share redesignations: (1) the 2 million ordinary shares held by Chief Executive Officer Lee Seng Chi and (2) the 2 million shares held by Reservoir Link Energy Bhd were converted into Class B shares; all remaining ordinary shares were redesignated as Class A shares. These resolutions took effect immediately following shareholder approval and were formally disclosed on 14 July 2025.

The new structure preserves pari-passu economic treatment but materially redistributes voting power, concentrating effective control with the holders of Class B shares—chiefly the CEO and a strategic investor—while reducing the relative influence of public shareholders. No financial performance, earnings, or transactional data accompanied this governance-focused filing.

Insights

Corporate Governance Analyst

TL;DR: 20:1 dual-class adoption concentrates control; elevates governance risk for minorities.

The approved amendments create Class B shares with twenty votes each versus one vote for Class A. Although economic rights remain equal, the voting asymmetry entrenches management and key investor influence. With 4 million shares—presumably all the newly issued Class B—CEO Lee Seng Chi and Reservoir Link Energy Bhd can now outvote dispersed holders, limiting future shareholder activism and potentially affecting board accountability. From a governance lens, this is a negative development that could warrant a risk-adjusted valuation discount, particularly for investors who prioritise equal voting rights.

Portfolio Manager

TL;DR: Neutral on fundamentals; governance overhang may cap multiple expansion.

The filing is purely structural—no revenue, margin, or cash-flow updates. Economic alignment across share classes mitigates dividend concerns, and the move may provide strategic flexibility for future capital raises while letting founders retain control. However, concentrated voting power tends to elevate perceived governance risk, which can widen the cost of equity or deter some institutional investors. Overall financial impact is neutral short-term, but sentiment could skew negative if governance scrutiny intensifies.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16

OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of July 2025

 

Commission File Number 001-42379

 

Founder Group Limited

 

No. 17, Jalan Astana 1D, Bandar Bukit Raja, 41050 Klang,
Selangor Darul Ehsan, Malaysia

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒      Form 40-F ☐

 

 

 

 

 

Results of Founder Group Limited’s 2025 Extraordinary General Meeting

 

The 2025 extraordinary general meeting of shareholders (the “Meeting”) of Founder Group Limited (the “Company”) was held virtually on July 8, 2025 at 10 A.M. (Eastern Time), pursuant to notice duly given.

 

At the Meeting, the shareholders of the Company adopted the following resolutions:

 

1. the approval of the amendment and restatement of the Company’s memorandum and articles of association in the form annexed to the Meeting notice, which include (among other things) a dual class share structure and the creation of two new classes of shares, being A ordinary shares of no par value (Class A Shares) and B ordinary shares of no par value (Class B Shares) which rank pari passu as to distributions (including on a liquidation), and provide for enhanced voting rights at a rate of twenty-to-one in favour of the Class B Shares; and

 

2. the approval of the following share redesignations: (1) the 2,000,000 Ordinary Shares registered in the name of LEE SENG CHI shall be redesignated as Class B Shares; (2) the 2,000,000 Ordinary Shares registered in the name of RESERVOIR LINK ENERGY BHD shall be redesignated as Class B Shares; and (3) the remaining Ordinary Shares in issue shall be redesignated as Class A Shares.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 	Founder Group Limited
 	 	 
 	By:	/s/ Lee Seng Chi
 	Name:	Lee Seng Chi
 	Title:	Chief Executive Officer, Director, and Chairman of the Board of Directors

 

Date: July 14, 2025

 

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FAQ

What did Founder Group Limited (FGL) approve at the 2025 EGM?

Shareholders approved a dual-class share structure and specific redesignations of existing ordinary shares.

How many votes do FGL Class B shares carry?

Each Class B share carries twenty votes compared with one vote for a Class A share.

Will Class A and Class B shares differ in dividend rights?

No. The filing states both classes rank pari passu for distributions, including dividends and liquidation.

Which shareholders received Class B shares?

CEO Lee Seng Chi and Reservoir Link Energy Bhd each had 2 million shares redesignated as Class B.

When was the Form 6-K filed?

The report was signed and filed on 14 July 2025.