First published in the Government Gazette · (Temporary Measures) Act 2020, the Minister for Law...

First published in the Government Gazette, Electronic Edition, on 13 April 2020 at 7 am.

No. S 269

COVID-19 (TEMPORARY MEASURES) ACT 2020(ACT 14 OF 2020)

COVID-19 (TEMPORARY MEASURES)(ALTERNATIVE ARRANGEMENTS FOR MEETINGSFOR COMPANIES, VARIABLE CAPITAL COMPANIES,

BUSINESS TRUSTS, UNIT TRUSTS ANDDEBENTURE HOLDERS) ORDER 2020

ARRANGEMENT OF PARAGRAPHSParagraph

1. Citation and commencement2. Definitions3. Control measures4. Application5. Alternative arrangements for general meetings of companies6. Alternative arrangements for general meetings of VCCs and

meetings of classes of members of VCCs holding shares inrespect of a sub-fund

7. Alternative arrangements for general meetings of unitholders ofregistered business trusts

8. Alternative arrangements for meetings of unitholders of relevantunit trusts

9. Alternative arrangements for meetings of debenture holdersThe Schedules

In exercise of the powers conferred by section 27 of the COVID-19(Temporary Measures) Act 2020, the Minister for Law makes thefollowing Order:

Citation and commencement

1. This Order is the COVID-19 (Temporary Measures) (AlternativeArrangements for Meetings for Companies, Variable CapitalCompanies, Business Trusts, Unit Trusts and Debenture Holders)

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Order 2020 and is deemed to have come into operation on 27 March2020.

Definitions

2.—(1) In this Order, unless the context otherwise requires —

“company” and “listed”, in relation to a company, have themeanings given by section 4(1) of the Companies Act(Cap. 50);

“approved exchange”, “collective investment scheme”,“debenture” and “unitholder” have the meanings given bysection 2(1) of the Securities and Futures Act (Cap. 289);

“control period” means the period that either or both of thefollowing control measures are in force:

(a) the COVID-19 (Temporary Measures) (ControlOrder) Regulations 2020 (G.N. No. S 254/2020);

(b) the Infectious Diseases (Measures to Prevent Spreadof COVID-19) Regulations 2020 (G.N. No.S 185/2020);

“electronic means” means electronic communication, videoconferencing, tele-conferencing or other electronic means;

“meeting” means —

(a) a general meeting of a company;

(b) a general meeting of a VCC or a meeting of a class ofmembers of a VCC holding shares in respect of asub-fund;

(c) a general meeting of unitholders of a registeredbusiness trust;

(d) a meeting of unitholders of a relevant unit trust; or

(e) a meeting of holders of a series of debentures,whether or not constituted by a trust deed, expressedto be governed by the law of Singapore;

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“registered business trust” has the meaning given by section 2 ofthe Business Trusts Act (Cap. 31A);

“relevant unit trust” means a collective investment scheme —

(a) that is constituted as a unit trust; and

(b) that is —

(i) a collective investment scheme authorisedunder section 286(1) of the Securities andFutures Act; or

(ii) a restricted scheme mentioned insection 305(1) of the Securities and FuturesAct;

“sub-fund”, “VCC” or “variable capital company” have themeanings given by section 2(1) of the Variable CapitalCompanies Act 2018 (Act 44 of 2018).

(2) For the purposes of the definition of “legal instrument” insection 27(7) of the Act, “legal instrument” includes —

(a) a trust deed constituting a series of debentures expressed tobe governed by the law of Singapore; and

(b) a fiscal or other agency agreement in respect of a series ofdebentures expressed to be governed by the law ofSingapore.

Control measures

3. This Order is made in respect of the following control measures:

(a) the COVID-19 (Temporary Measures) (Control Order)Regulations 2020;

(b) the Infectious Diseases (Measures to Prevent Spread ofCOVID-19) Regulations 2020.

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Application

4.—(1) This Order sets out the alternative arrangements to personalattendance in respect of the following classes of meetings:

(a) general meetings of companies;

(b) general meetings of VCCs and meetings of classes ofmembers of VCCs holding shares in respect of a sub-fund;

(c) general meetings of unitholders of registered businesstrusts;

(d) meetings of unitholders of relevant unit trusts;

(e) meetings of holders of a series of debentures expressed tobe governed by the law of Singapore.

(2) To avoid doubt, this Order does not apply to any meeting of acompany held pursuant to an order of the High Court undersection 210(1) of the Companies Act.

Alternative arrangements for general meetings of companies

5.—(1) The alternative arrangements for the convening, holding,conducting or deferral of a general meeting of a company set out inthe second column of the First Schedule apply in respect of theprovisions of the written law or legal instrument relating to such ameeting set out in the first column of that Schedule.

(2) The alternative arrangements apply to the following meetings:

(a) any meeting convened, held, conducted or deferred duringthe control period;

(b) any meeting convened, held, conducted or deferred duringa period of 30 days after the end of the control period,where notice of the meeting was given during the controlperiod.

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Alternative arrangements for general meetings of VCCs andmeetings of classes of members of VCCs holding shares inrespect of a sub-fund

6.—(1) The alternative arrangements for the convening, holding,conducting or deferral of a general meeting of a VCC or a meeting ofa class of members of a VCC holding shares in respect of a sub-fundset out in the second column of the Second Schedule apply in respectof the provisions of the written law or legal instrument relating tosuch a meeting set out in the first column of that Schedule.




Alternative arrangements for general meetings of unitholdersof registered business trusts

7.—(1) The alternative arrangements for the convening, holding,conducting or deferral of a general meeting of unitholders of aregistered business trust set out in the second column of the ThirdSchedule apply in respect of the provisions of the written law or legalinstrument relating to such a meeting set out in the first column of thatSchedule.




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Alternative arrangements for meetings of unitholders ofrelevant unit trusts

8.—(1) The alternative arrangements for the convening, holding,conducting or deferral of a meeting of unitholders of a relevant unittrust set out in the second column of the Fourth Schedule apply inrespect of the provisions of the written law or legal instrumentrelating to such a meeting set out in the first column of that Schedule.




Alternative arrangements for meetings of debenture holders

9.—(1) The alternative arrangements for the convening, holding,conducting or deferral of a meeting of holders of a series ofdebentures expressed to be governed by the law of Singapore set outin the second column of the Fifth Schedule apply in respect of theprovisions of the written law or legal instrument relating to such ameeting set out in the first column of that Schedule.




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FIRST SCHEDULEParagraph 5(1)

ALTERNATIVE ARRANGEMENTS FORGENERAL MEETINGS OF COMPANIES

First column . Second column

Provision of written law orlegal instrument

Alternative arrangement

1. Provision for convening,holding or conducting of ageneral meeting of a company

. A meeting of a company may beconvened, held or conducted,whether wholly or partly, byelectronic means.

In the case of a listed company, thecompany must publish the minutes ofthe meeting on SGXNET and thewebsite of the listed company (ifavailable) within one month after thedate of the meeting.

2. Provision for attendance at ageneral meeting of a company

A company may provide that amember or person may only attend ameeting by observing and listening tothe proceedings of the meeting byelectronic means, if access to both anaudio broadcast and audio-visualbroadcast is provided to the memberor person.

3. Provision for right orentitlement to be heard or torequire representations to beread out at a general meetingof a company

A company may provide that amember or person may only beheard at a meeting by electronicmeans in the manner provided initem 4.

A representation may be read out at ameeting by electronic means.

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FIRST SCHEDULE — continued




4. Provision for right orentitlement to speak on aresolution at a general meetingof a company

A company may require a member orperson, before the meeting, to send tothe chairman of the meeting, by postor electronic mail, the matters whichthe member or person wishes to raiseat the meeting, and each such matter,if substantial and relevant and sentwithin a reasonable time before themeeting, is to be responded to at orbefore the meeting by electronicmeans.

5. Provision for quorum at ageneral meeting of a company

A quorum may be formed by2 members of the company (orone member if permitted by the legalinstrument of the company)personally or electronically present.

A member is electronically present ata meeting if the member —

(a) attends the meeting in themanner provided in item 2;

(b) is verified by the share registrarof the company as attending themeeting in the manner providedin item 2; and

(c) is acknowledged by electronicmeans by the chairman of themeeting as present at themeeting.

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6. Provision for a member of acompany to vote at a generalmeeting of a company

A company may require a member toappoint the chairman of the meetingas the member’s proxy to vote at themeeting by depositing with thecompany an instrument ofappointment by post, or byelectronic mail to an electronic mailaddress stated in the notice of themeeting. A member may not vote atthe meeting otherwise than by way ofappointing the chairman of themeeting as the member’s proxy.

Where a proxy is delivered by amember to the company before13 April 2020 —

(a) the company may treat theinstrument of appointmentappointing a person other thanthe chairman of the meeting asthe member’s proxy to vote at themeeting as an instrument ofappointment appointing thechairman as the member’sproxy to vote at the meeting, if—

(i) the member indicated howthe member wished to voteon each such resolution;and

(ii) the member has been givenan opportunity to withdrawthe appointment and hasnot withdrawn theappointment; and

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(b) the company may treat theinstrument of appointmentappointing a person other thanthe chairman of the meeting asthe member’s proxy to vote at anadjourned or postponed meetingas an instrument of appointmentappointing the chairman as themember’s proxy to vote at themeeting, if —

(i) the resolutions proposed atthe adjourned orpostponed meeting arethe same as theresolutions to beproposed at the meeting;

(ii) the member indicated howthe member wished to voteon each such resolution;and

(iii) the member has beengiven an opportunity towithdraw the appointmentand has not withdrawn theappointment.

7. Provision for laying andproduction of documents at ageneral meeting of a listedcompany

A document required to be laid orproduced before a general meeting ofa listed company may be so laid orproduced by being —

(a) sent or published in the mannerprovided in item 10 with thenotice of the meeting; or

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(b) published at an online location,the address of which is sent withthe notice of the meeting, orpublished on the website of thelisted company.

8. Provision for laying andproduction of documents at ageneral meeting of a companythat is not listed

A document required to be laid orproduced before a general meeting ofa company that is not listed may be solaid or produced by being sent withthe notice of the meeting.

9. Provision for giving of notice ofa general meeting of a company

A notice of a meeting may be sent byelectronic means and —

(a) must describe the means bywhich the meeting can beelectronically accessed(including the online location, ifthe meeting is held at an onlinelocation);

(b) must set out how the chairman ofthe meeting may be appointed bya member entitled to vote at themeeting as the member’s proxyto vote at the meeting;

(c) must state how a member maysend to the chairman of themeeting the substantial andrelevant matters which themember wishes to raise; and

(d) may be accompanied by anyother documents relevant to themeeting.

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10. Provision for giving of notice ofa general meeting of a listedcompany

A notice of a general meeting(including an adjourned orpostponed meeting) of a listedcompany may be called by notice inwriting of not less than 14 days,published on —

(a) SGXNET; and

(b) the website of the listedcompany (if available).

However, this does not affect theperiod of notice required to pass aspecial resolution.

To avoid doubt, notice of a generalmeeting of a listed company may begiven, sent or served using electroniccommunications in accordance withsection 387A of the Companies Act.

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SECOND SCHEDULEParagraph 6(1)

ALTERNATIVE ARRANGEMENTS FOR GENERAL MEETINGSOF VCCS AND MEETINGS OF CLASSES OF MEMBERS OF VCCS

HOLDING SHARES IN RESPECT OF A SUB-FUND




1. Provision for convening,holding or conducting of ageneral meeting of a VCC or ameeting of a class of membersof a VCC holding shares inrespect of a sub-fund

. A meeting of a VCC may beconvened, held or conducted,whether wholly or partly, byelectronic means.

2. Provision for attendance at ageneral meeting of a VCC or ameeting of a class of membersof a VCC holding shares inrespect of a sub-fund

AVCC may provide that a member orperson may only attend a meeting byobserving and listening to theproceedings of the meeting byelectronic means, if access to bothan audio broadcast and audio-visualbroadcast is provided to the memberor person.

3. Provision for right orentitlement to be heard or torequire representations to beread out at a general meetingof a VCC or a meeting of a classof members of a VCC holdingshares in respect of a sub-fund

AVCC may provide that a member orperson may only be heard at a meetingby electronic means in the mannerprovided in item 4.


4. Provision for right orentitlement to speak at ageneral meeting of the VCC ora meeting of a class of membersof the VCC holding shares inrespect of a sub-fund

A VCC may require a member orperson, before the meeting, to send tothe chairman of the meeting, by postor electronic mail, the matters whichthe member or person wishes to raiseat the meeting, and each such matter,if substantial and relevant and sentwithin a reasonable time before themeeting, is to be responded to at orbefore the meeting by electronicmeans.

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SECOND SCHEDULE — continued




5. Provision for quorum at ageneral meeting of a VCC or ameeting of a class of membersof a VCC holding shares inrespect of a sub-fund

A quorum may be formed by2 members of the VCC (orone member if permitted by the legalinstrument of the VCC) or 2 membersof the class of members of the VCC(or one member if permitted by thelegal instrument of the VCC)personally or electronically present.

A person is electronically present at ameeting if the person —


(b) is verified by the secretary of theVCC as attending the meeting inthe manner provided in item 2;and


6. Provision for a member of aVCC to vote at general meetingof a VCC or a meeting of a classof members of a VCC holdingshares in respect of a sub-fund

A VCC may require a member toappoint the chairman of the meetingas the member’s proxy to vote at themeeting by depositing with the VCCan instrument of appointment by post,or by electronic mail to an electronicmail address stated in the notice of themeeting. A member may not vote atthe meeting otherwise than by way ofappointing the chairman of themeeting as the member’s proxy.

Where a proxy is delivered by amember to the VCC before 13 April2020 —

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(a) the VCC may treat theinstrument of appointmentappointing a person other thanthe chairman of the meeting asthe member’s proxy to vote at themeeting as an instrument ofappointment appointing thechairman as the member’sproxy to vote at the meeting, if—

(i) the member indicated howthe member wished to voteon each such resolution;and

(ii) the member has beengiven an opportunity towithdraw the appointmentand has not withdrawn theappointment; and

(b) the VCC may treat theinstrument of appointmentappointing a person other thanthe chairman of the meeting asthe member’s proxy to vote at anadjourned or postponed meetingas an instrument of appointmentappointing the chairman as themember’s proxy to vote at themeeting, if —


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(ii) the member indicated howthe member wished to voteon each such resolution;and

(iii) the member has beengiven an opportunity towithdraw the appointmentand has not withdrawn theappointment.

7. Provision for laying andproduction of documents at ageneral meeting of a VCC or ameeting of a class of membersof a VCC holding shares inrespect of a sub-fund

A document required to be laid orproduced before a general meeting ofa VCC or a meeting of a class ofmembers of a VCC holding shares inrespect of a sub-fund may be so laid orproduced by being sent with the noticeof the meeting.

8. Provision for giving of notice ofa general meeting of a VCC or ameeting of a class of membersof a VCC holding shares inrespect of a sub-fund



(b) must set out how the chairman ofthe meeting may be appointed bya member entitled to vote at themeeting as the member’s proxyto vote at the meeting;

(c) must state how a member maysend to the chairman of themeeting the substantial andrelevant matters which themember wishes to raise; and

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THIRD SCHEDULEParagraph 7(1)

ALTERNATIVE ARRANGEMENTS FOR GENERAL MEETINGSOF UNITHOLDERS OF REGISTERED BUSINESS TRUSTS




1. Provision for convening,holding or conducting of ageneral meeting of theunitholders of a registeredbusiness trust

. A general meeting of the unitholdersof a registered business trust may beconvened, held or conducted, whetherwholly or partly, by electronic means.

In the case of a listed registeredbusiness trust, the minutes of themeeting must be published onSGXNET and the website of thelisted registered business trust (ifavailable) within one month after thedate of the meeting.

2. Provision for attendance at ageneral meeting of theunitholders of a registeredbusiness trust

A registered business trust mayprovide that a unitholder or personmay only attend a meeting byobserving and listening to theproceedings of the meeting byelectronic means, if access to bothan audio broadcast and audio-visualbroadcast is provided to the unitholderor person.

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THIRD SCHEDULE — continued




3. Provision for right orentitlement to be heard or torequire representations to beread out at a general meetingof the unitholders of a registeredbusiness trust

A registered business trust mayprovide that a unitholder or personmay only be heard at a meeting byelectronic means in the mannerprovided in item 4.


4. Provision for right orentitlement to speak at ageneral meeting of theunitholders of a registeredbusiness trust

A registered business trust mayrequire a unitholder or person, beforethe meeting, to send to the chairman ofthe meeting, by post or electronicmail, the matters which theunitholder or person wishes to raiseat the meeting, and each such matter,if substantial and relevant and sentwithin a reasonable time before themeeting, is to be responded to at orbefore the meeting by electronicmeans.

5. Provision for quorum at ageneral meeting of theunitholders of a registeredbusiness trust

A quorum may be formed byunitholders personally orelectronically present and satisfyingthe relevant quorum requirements. Aunitholder is deemed to be present at ameeting if the unitholder hasappointed the chairman of themeeting as the unitholder’s proxy toattend, speak and vote at the meeting,and the relevant quorum requirementsare to be determined by the proxiessubmitted by the unitholders prior tothe commencement of the meeting.

A unitholder is electronically presentat a meeting if the unitholder —


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(b) is verified by the unit registrar ofthe registered business trust asattending the meeting in themanner provided in item 2; and


6. Provision for a unitholder of aregistered business trust to voteat a general meeting of theunitholders of the registeredbusiness trust

A registered business trust mayrequire a unitholder to appoint thechairman of the meeting as theunitholder’s proxy to vote at themeeting by depositing with theregistered business trust aninstrument of appointment by post,or by electronic mail to an electronicmail address stated in the notice of themeeting.

A unitholder may not vote at themeeting otherwise than by way ofappointing the chairman of themeeting as the unitholder’s proxy.

Where a proxy is delivered by aunitholder to the registered businesstrust before 13 April 2020 —

(a) the registered business trust maytreat the instrument ofappointment appointing aperson other than the chairmanof the meeting as the unitholder’sproxy to vote at the meeting asan instrument of appointmentappointing the chairman as theunitholder’s proxy to vote at themeeting, if —

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(i) the unitholder indicatedhow the unitholderwished to vote on eachsuch resolution; and

(ii) the unitholder has beengiven an opportunity towithdraw theappointment and has notwithdrawn theappointment; and

(b) the registered business trust maytreat the instrument ofappointment appointing aperson other than the chairmanof the meeting as the unitholder’sproxy to vote at an adjourned orpostponed meeting as aninstrument of appointmentappointing the chairman as theunitholder’s proxy to vote at themeeting, if —


(ii) the unitholder indicatedhow the unitholderwished to vote on eachsuch resolution; and

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(iii) the unitholder has beengiven an opportunity towithdraw theappointment and has notwithdrawn theappointment.

7. Provision for laying andproduction of documents at ageneral meeting of theunitholders of a listedregistered business trust

A document required to be laid orproduced before a general meeting ofthe unitholders of a listed registeredbusiness trust may be so laid orproduced by being —


(b) published at an online location,the address of which is sent withthe notice of the meeting, orpublished on the website of thelisted registered business trust.

8. Provision for laying andproduction of documents at ageneral meeting of theunitholders of a registeredbusiness trust that is not listed

A document required to be laid orproduced before a general meeting ofthe unitholders of a registeredbusiness trust that is not listed maybe so laid or produced by being sentwith the notice of the meeting.

9. Provision for giving of notice ofa general meeting of theunitholders of a registeredbusiness trust


(a) must describe the means bywhich the meeting can beelectronically accessed(including the online location,if the meeting is held at an onlinelocation);

(b) must set out how the chairman ofthe meeting may be appointed by

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a unitholder entitled to vote atthe meeting as the unitholder’sproxy to vote at the meeting;

(c) must state how a unitholder maysend to the chairman of themeeting the substantial andrelevant matters which theunitholder wishes to raise; and


10. Provision for giving of notice ofa general meeting of theunitholders of a listedregistered business trust

A notice of a general meeting(including an adjourned orpostponed meeting) of theunitholders of a listed registeredbusiness trust may be called bynotice in writing of not less than14 days, published on —

(a) SGXNET; and

(b) the website of the listedregistered business trust (ifavailable).


To avoid doubt, notice of a generalmeeting of the unitholders of a listedregistered business trust may begiven, sent or served using electroniccommunications in accordance withsection 92 of the Business Trusts Act.

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FOURTH SCHEDULEParagraph 8(1)

ALTERNATIVE ARRANGEMENTS FOR MEETINGSOF UNITHOLDERS OF RELEVANT UNIT TRUSTS




1. Provision for convening,holding or conducting of ameeting of the unitholders of arelevant unit trust

. A general meeting of the unitholdersof a relevant unit trust may beconvened, held or conducted,whether wholly or partly, byelectronic means.

In the case of a listed relevant unittrust, the minutes of the meeting mustbe published on SGXNET and thewebsite of the listed relevant unit trust(if available) within one month afterthe date of the meeting.

2. Provision for attendance at ameeting of the unitholders of arelevant unit trust

A relevant unit trust may provide thata unitholder or person may only attenda meeting by observing and listeningto the proceedings of the meeting byelectronic means, if access to both anaudio broadcast and audio-visualbroadcast is provided to theunitholder or person.

3. Provision for right orentitlement to be heard or torequire representations to beread out at a meeting of theunitholders of a relevant unittrust

A relevant unit trust may provide thata unitholder or person may only beheard at a meeting by electronicmeans in the manner provided initem 4.


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FOURTH SCHEDULE — continued




4. Provision for right orentitlement to speak at ameeting of the unitholders of arelevant unit trust

A relevant unit trust may require aunitholder or person, before themeeting, to send to the chairman ofthe meeting, by post or electronicmail, the matters which theunitholder or person wishes to raiseat the meeting, and each such matter,if substantial and relevant and sentwithin a reasonable time before themeeting, is to be responded to at orbefore the meeting by electronicmeans.

5. Provision for quorum at ageneral meeting of theunitholders of a relevant unittrust

A quorum may be formed byunitholders personally orelectronically present and satisfyingthe relevant quorum requirements. Aunitholder is deemed to be present at ameeting if the unitholder hasappointed the chairman of themeeting as the unitholder’s proxy toattend, speak and vote at the meeting,and the relevant quorum requirementsare to be determined by the proxiessubmitted by the unitholders prior tothe commencement of the meeting.

A unitholder is electronically presentat a meeting if the unitholder —


(b) is verified by the unit registrar ofthe relevant unit trust asattending the meeting in themanner provided in item 2; and

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6. Provision for a unitholder of arelevant unit trust to vote at ameeting of the unitholders of therelevant unit trust

A relevant unit trust may require aunitholder to appoint the chairman ofthe meeting as the unitholder’s proxyto vote at the meeting by depositingwith the relevant unit trust aninstrument of appointment by post,or by electronic mail to an electronicmail address stated in the notice of themeeting. A unitholder may not vote atthe meeting otherwise than by way ofappointing the chairman of themeeting as the unitholder’s proxy.

Where a proxy is delivered by aunitholder to the relevant unit trustbefore 13 April 2020 —

(a) the relevant unit trust may treatthe instrument of appointmentappointing a person other thanthe chairman of the meeting asthe unitholder’s proxy to vote atthe meeting as an instrument ofappointment appointing thechairman as the unitholder’sproxy to vote at the meeting, if—

(i) the unitholder indicatedhow the unitholderwished to vote on eachsuch resolution; and

(ii) the unitholder has beengiven an opportunity towithdraw the appointment

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and has not withdrawn theappointment; and

(b) the relevant unit trust may treatthe instrument of appointmentappointing a person other thanthe chairman of the meeting asthe unitholder’s proxy to vote atan adjourned or postponedmeeting as an instrument ofappointment appointing thechairman as the unitholder’sproxy to vote at the meeting, if—


(ii) the unitholder indicatedhow the unitholderwished to vote on eachsuch resolution; and

(iii) the unitholder has beengiven an opportunity towithdraw the appointmentand has not withdrawn theappointment.

7. Provision for laying andproduction of documents at ameeting of the unitholders of alisted relevant unit trust

A document required to be laid orproduced before a general meeting ofthe unitholders of a listed relevant unittrust may be so laid or produced bybeing —


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(b) published at an online location,the address of which is sent withthe notice of the meeting, orpublished on the website of thelisted relevant unit trust.

8. Provision for laying andproduction of documents at ameeting of the unitholders of arelevant unit trust that is notlisted

A document required to be laid orproduced before a general meeting ofthe unitholders of a relevant unit trustthat is not listed may be so laid orproduced by being sent with the noticeof the meeting.

9. Provision for giving of notice ofa meeting of the unitholders of arelevant unit trust



(b) must set out how the chairman ofthe meeting may be appointed bya unitholder entitled to vote at themeeting as the unitholder’s proxyto vote at the meeting;

(c) must state how a unitholder maysend to the chairman of themeeting the substantial andrelevant matters which theunitholder wishes to raise; and


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10. Provision for giving of notice ofa meeting of the unitholders of alisted relevant unit trust

A notice of a general meeting(including an adjourned orpostponed meeting) of theunitholders of a listed relevant unittrust may be called by notice inwriting of not less than 14 days,published on —

(a) SGXNET; and

(b) the website of the listed relevantunit trust (if available).


FIFTH SCHEDULEParagraph 9(1)

ALTERNATIVE ARRANGEMENTS FOR MEETINGSOF DEBENTURE HOLDERS




1. Provision for convening, holdingor conducting of a meeting ofdebenture holders

. A meeting of debenture holders maybe convened, held or conducted,whether wholly or partly, byelectronic means.

In the case of debentures that are listedon an approved exchange, the minutesof the meeting must be published onSGXNETand the website of the issuerof the debentures (if available) withinone month after the date of themeeting.

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FIFTH SCHEDULE — continued




2. Provision for attendance at ameeting of debenture holders

An issuer or trustee (if applicable) ofdebentures may provide that adebenture holder or person may onlyattend a meeting by observing andlistening to the proceedings of themeeting by electronic means, if accessto both an audio broadcast andaudio-visual broadcast is provided tothe debenture holder or person.

3. Provision for right or entitlementto be heard or to requirerepresentations to be read out ata meeting of debenture holders

An issuer or trustee (if applicable) ofdebentures may provide that adebenture holder or person may onlybe heard a meeting by electronicmeans in a manner provided in item 4.


4. Provision for right or entitlementto speak at a meeting ofdebenture holders

An issuer or trustee (if applicable) ofdebentures may require a debentureholder or person, before the meeting,to send to the chairman of the meeting,by post or electronic mail, the matterswhich the debenture holder or personwishes to raise at the meeting, andeach such matter, if substantial andrelevant and sent within a reasonabletime before the meeting, is to beresponded to at or before themeeting by electronic means.

5. Provision for quorum at ameeting of debenture holders

A quorum may be formed bydebenture holders personally orelectronically present and satisfyingthe relevant quorum requirements.

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A debenture holder is deemed to bepresent at a meeting if the debentureholder has appointed the chairman ofthe meeting as the debenture holder’sproxy to attend, speak and vote at themeeting, and the relevant quorumrequirements are to be determined bythe voting instructions and proxiessubmitted by the debenture holdersprior to the commencement of themeeting.

A debenture holder is electronicallypresent at a meeting if the debentureholder —


(b) if there is a registrar of debentureholders, is verified by theregistrar of debenture holders asattending the meeting; and


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6. Provision for a holder of adebenture to vote at a meetingof debenture holders

An issuer or trustee (if applicable) ofdebentures may require a debentureholder to submit or cause to besubmitted a voting instruction inrespect of his or her debentures forthe meeting and to appoint thechairman of the meeting as thedebenture holder’s proxy to attend,speak or vote at the meeting (in thecase of bearer debentures) or toappoint the chairman of the meetingas the debenture holder’s proxy toattend, speak or vote at the meeting (inthe case of registered debentures). Adebenture holder may not vote at themeeting otherwise than by way ofappointing the chairman of themeeting as the debenture holder’sproxy.

The voting instruction or theinstrument of appointment may besubmitted by electronic mail to anelectronic mail address stated in thenotice of the meeting.

7. Provision for giving of notice ofa meeting of debenture holders

A notice of a meeting of debentureholders —


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(b) must set out how the chairman ofthe meeting may be appointed bya debenture holder entitled tovote at the meeting as thedebenture holder’s proxy tovote at the meeting;

(c) must state how a debentureholder may send to thechairman of the meeting thesubstantial and relevant matterswhich the debenture holderwishes to raise; and

(d) in the case of registereddebentures, may be sent byelectronic means.

Made on 13 April 2020.

LOH KHUM YEANPermanent Secretary,

Ministry of Law,Singapore.

[LAW 63/009 COVID Relief-V1.; AG/LEGIS/SL/65C/2020/1 Vol. 1]

S 269/2020 32

First published in the Government Gazette · (Temporary Measures) Act 2020, the Minister for Law...

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