No. S 269
COVID-19 (Temporary Measures) Act 2020
(ACT 14 OF 2020)
COVID-19 (Temporary Measures)
(Alternative Arrangements for Meetings
for Companies, Variable Capital Companies,
Business Trusts, Unit Trusts and
Debenture Holders) Order 2020
In exercise of the powers conferred by section 27 of the COVID‑19 (Temporary Measures) Act 2020, the Minister for Law makes the following Order:
Citation and commencement
1.  This Order is the COVID‑19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 and is deemed to have come into operation on 27 March 2020.
Definitions
2.—(1)  In this Order, unless the context otherwise requires —
“company” and “listed”, in relation to a company, have the meanings given by section 4(1) of the Companies Act (Cap. 50);
“approved exchange”, “collective investment scheme”, “debenture” and “unitholder” have the meanings given by section 2(1) of the Securities and Futures Act (Cap. 289);
“control period” means the period that either or both of the following control measures are in force:
(a)the COVID‑19 (Temporary Measures) (Control Order) Regulations 2020 (G.N. No. S 254/2020);
(b)the Infectious Diseases (Measures to Prevent Spread of COVID‑19) Regulations 2020 (G.N. No. S 185/2020);
“electronic means” means electronic communication, video conferencing, 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 of members of a VCC holding shares in respect of a sub‑fund;
(c)a general meeting of unitholders of a registered business 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, expressed to be governed by the law of Singapore;
“registered business trust” has the meaning given by section 2 of the 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 authorised under section 286(1) of the Securities and Futures Act; or
(ii)a restricted scheme mentioned in section 305(1) of the Securities and Futures Act;
“sub-fund”, “VCC” or “variable capital company” have the meanings given by section 2(1) of the Variable Capital Companies Act 2018 (Act 44 of 2018).
(2)  For the purposes of the definition of “legal instrument” in section 27(7) of the Act, “legal instrument” includes —
(a)a trust deed constituting a series of debentures expressed to be governed by the law of Singapore; and
(b)a fiscal or other agency agreement in respect of a series of debentures expressed to be governed by the law of Singapore.
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 of COVID‑19) Regulations 2020.
Application
4.—(1)  This Order sets out the alternative arrangements to personal attendance in respect of the following classes of meetings:
(a)general meetings of companies;
(b)general meetings of VCCs and meetings of classes of members of VCCs holding shares in respect of a sub‑fund;
(c)general meetings of unitholders of registered business trusts;
(d)meetings of unitholders of relevant unit trusts;
(e)meetings of holders of a series of debentures expressed to be governed by the law of Singapore.
(2)  To avoid doubt, this Order does not apply to any meeting of a company held pursuant to an order of the High Court under section 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 in the second column of the First Schedule apply in respect of the provisions of the written law or legal instrument relating to such a meeting 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 during the control period;
(b)any meeting convened, held, conducted or deferred during a period of 30 days after the end of the control period, where notice of the meeting was given during the control period.
Alternative arrangements for general meetings of VCCs and meetings of classes of members of VCCs holding shares in respect 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 of a class of members of a VCC holding shares in respect of a sub‑fund set out in the second column of the Second Schedule apply in respect of the provisions of the written law or legal instrument relating to such a meeting 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 during the control period;
(b)any meeting convened, held, conducted or deferred during a period of 30 days after the end of the control period, where notice of the meeting was given during the control period.
Alternative arrangements for general meetings of unitholders of registered business trusts
7.—(1)  The alternative arrangements for the convening, holding, conducting or deferral of a general meeting of unitholders of a registered business trust set out in the second column of the Third Schedule apply in respect of the provisions of the written law or legal instrument relating to such a meeting 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 during the control period;
(b)any meeting convened, held, conducted or deferred during a period of 30 days after the end of the control period, where notice of the meeting was given during the control period.
Alternative arrangements for meetings of unitholders of relevant unit trusts
8.—(1)  The alternative arrangements for the convening, holding, conducting or deferral of a meeting of unitholders of a relevant unit trust set out in the second column of the Fourth Schedule apply in respect of the provisions of the written law or legal instrument relating to such a meeting 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 during the control period;
(b)any meeting convened, held, conducted or deferred during a period of 30 days after the end of the control period, where notice of the meeting was given during the control period.
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 of debentures expressed to be governed by the law of Singapore set out in the second column of the Fifth Schedule apply in respect of the provisions of the written law or legal instrument relating to such a meeting 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 during the control period;
(b)any meeting convened, held, conducted or deferred during a period of 30 days after the end of the control period, where notice of the meeting was given during the control period.
Made on 13 April 2020.
LOH KHUM YEAN
Permanent Secretary,
Ministry of Law,
Singapore.
[LAW 63/009 COVID Relief-V1.; AG/LEGIS/SL/65C/2020/1 Vol. 1]
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