This article is educational content explaining how a market structure generally works. It is not investment advice and does not describe any specific company, event, or security.
On the Singapore Exchange, it is possible for two shares in the very same listed company, issued by the same board, tied to the same balance sheet, to be worth wildly different amounts at a shareholder vote. One counts as a single vote. The other, held by a small group of insiders, can count as up to ten. Both trade under the same corporate umbrella, yet one carries roughly ten times the influence of the other at an annual general meeting. This is not a loophole or an accounting quirk. It is a deliberately designed listing structure called dual-class shares, and SGX built a specific rulebook around it precisely because the imbalance it creates needs limits, and eventually, an expiry date.
How the multiple-vote share mechanism works
A dual-class share (DCS) structure splits a company’s equity into two categories: ordinary shares, which follow the conventional one-share-one-vote principle, and multiple-vote shares (MVS), which are entitled to more votes per share on most resolutions put to shareholders. SGX’s framework, which opened the mainboard to primary listings of DCS companies, permits multiple-vote shares to carry up to a maximum of ten votes each, compared with one vote for an ordinary share. The economic rights attached to both classes, such as entitlement to dividends, are generally kept equal; what differs is control. The rationale most commonly cited by exchanges that permit this structure, including SGX, Hong Kong Exchanges and Clearing, and the Nasdaq and NYSE in the United States, is that founders or long-term management teams sometimes want to retain decision-making control over strategic direction even after selling down a large share of the company’s economic ownership to public investors through an initial public offering.
Eligibility safeguards and enhanced-voting-share caps
Because multiple-vote shares concentrate power, SGX layers on eligibility conditions and caps rather than leaving the structure unrestricted. Only individuals who are directors of the company at the time of listing, and who are considered integral to its business or brand, are generally permitted to hold multiple-vote shares; the shares cannot simply be allocated to any early investor or passive shareholder. Holders must also maintain an active role, typically continuing as directors, for the multiple-vote shares to remain valid. On top of the per-share cap of ten votes, SGX requires “coattail” provisions: certain matters, such as changes to the company’s constitution, appointment or removal of independent directors, delisting, or a voluntary winding-up, must still be decided on a one-share-one-vote basis regardless of how many multiple-vote shares a holder controls. This prevents a small insider group from using enhanced voting power to entrench itself on governance questions that most directly affect minority shareholders’ interests.
The sunset clause that ends enhanced voting rights
The feature that most clearly distinguishes a well-regulated DCS regime from an open-ended one is the sunset clause. SGX requires multiple-vote shares to convert automatically into ordinary one-vote shares when specific triggering events occur, commonly when a holder transfers the shares to someone outside the permitted group, when a holder dies or becomes incapacitated, or when a holder ceases to serve as a director of the company. Separately, SGX also applies a time-based sunset: the enhanced voting rights are only guaranteed for a defined period after listing, after which continuation requires renewed approval from shareholders, voted on separately by each class, rather than being indefinite by default.
Together, these mechanisms are designed to answer the tension at the heart of dual-class listings: they let founding teams retain a controlling voice through a company’s early, often volatile years as a newly public entity, while ensuring that control is neither permanent nor unconditional. The multiple-vote share that once cast ten votes to an ordinary share’s one does not stay that way forever. Under SGX’s framework, it is built, from the outset, to eventually become just another ordinary share, counted the same as everyone else’s.
