s 62 Circulation of unitholders’ resolutions, etc.
62.—(1) Subject to this section, the trustee‑manager of a registered business trust must, on the requisition of the number of unitholders of the registered business trust specified in subsection (2) and unless the unitholders of the registered business trust otherwise resolve at a general meeting, at the expense of the requisitionists —(a) give to the unitholders of the registered business trust entitled to receive notice of the next annual general meeting, notice of any resolution which may properly be moved and is intended to be moved at that meeting or (if the resolution is proposed to be passed by written means under section 63A) for which agreement is sought; and[Act 30 of 2022 wef 12/03/2024] (b) circulate to the unitholders entitled to have notice of any general meeting sent to them, any statement of not more than 1,000 words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that meeting. (2) The number of unitholders of a registered business trust necessary for a requisition under subsection (1) is —(a) any number of unitholders representing at least 5% of the total voting rights of all the unitholders of the registered business trust having at the date of the requisition a right to vote at the meeting to which the requisition relates; or (b) at least 100 unitholders holding units in the registered business trust on which there has been paid up an average sum, per unitholder, of at least $500. (3) Subject to subsection (3A), the trustee-manager of a registered business trust must give the notice of a resolution mentioned in subsection (1)(a) and the statement mentioned in subsection (1)(b) to the unitholders of the registered business trust entitled to have notice of the meeting sent to them by serving on each unitholder, in any manner permitted for service of the notice of the meeting, a copy of the resolution and statement.[Act 30 of 2022 wef 12/03/2024] (3A) Where the resolution is proposed to be passed by written means under section 63A, the trustee-manager of a registered business trust must give and circulate the notice of the resolution mentioned in subsection (1)(a) and statement mentioned in subsection (1)(b) to the unitholders of the registered business trust entitled to have notice of the meeting sent to them by serving on each unitholder —(a) a copy of the resolution and statement; and (b) a notification that formal agreement to the resolution is being sought under section 63A.[Act 30 of 2022 wef 12/03/2024] (3B) The trustee-manager of a registered business trust must give notice of the resolution to any other unitholder of the registered business trust by serving on the unitholder notice of the general effect of the resolution in any manner permitted for giving the unitholder notice of meetings of the unitholders of the registered business trust.[Act 30 of 2022 wef 12/03/2024] (4) Except where the resolution is proposed to be passed by written means under section 63A, the trustee‑manager of a registered business trust must serve the copy of the resolution mentioned in subsection (3), or give notice of the general effect of the resolution mentioned in subsection (3B) (as the case may be) in the same manner and, so far as practicable, at the same time as the notice of the meeting and, where it is not practicable for it to be served or given at that time, the trustee‑manager must serve the copy of the resolution or give notice of the general effect of the resolution as soon as practicable thereafter.[Act 30 of 2022 wef 12/03/2024] (5) Subject to subsection (6A), the trustee‑manager of a registered business trust is not bound under this section to give notice of any resolution or to circulate any statement unless a copy of the requisition signed by the requisitionists, or 2 or more copies which between them contain the signatures of all the requisitionists, is deposited at the registered office of the trustee‑manager —(a) in the case of a requisition requiring notice of a resolution, at least 6 weeks before the meeting; and (b) in the case of any other requisition, at least one week before the meeting.[Act 30 of 2022 wef 12/03/2024] (6) Despite subsection (5), a copy of a requisition requiring notice of a resolution deposited at the registered office of the trustee‑manager is deemed to have been properly deposited for the purposes of that subsection even if the copy was not deposited within the time required by that subsection so long as the copy was deposited before an annual general meeting is called and the annual general meeting is called for a date 6 weeks or less after the copy has been deposited. (6A) A trustee-manager of a registered business trust is not bound under this section to give notice of any resolution which is proposed to be passed by written means under section 63A, or to circulate any statement relating thereto, unless —(a) the requisition setting out the text of the resolution and the statement is received by a director of the trustee-manager in legible form or a permitted alternative form; and (b) the notice states that formal agreement to the resolution is sought under section 63A.[Act 30 of 2022 wef 12/03/2024] (6B) Where the requisition under subsection (6A)(a) requests that the date of its receipt by the trustee-manager of a registered business trust be notified to a specified person, the directors of the trustee-manager must, without delay after it is first received by a director of the trustee-manager in legible form or a permitted alternative form, notify that person of the date when it was first so received.[Act 30 of 2022 wef 12/03/2024] (7) The trustee‑manager of a registered business trust is not bound under this section to circulate any statement if the court is, on the application either of the trustee‑manager or of any other person who claims to be aggrieved, satisfied that the rights conferred by this section are being abused to secure needless publicity for any defamatory matter and the court may order the trustee‑manager’s costs on an application under this section to be paid in whole or in part by the requisitionists, even though the requisitionists are not parties to the application. (8) Despite anything in the trust deed of a registered business trust, the business which may be dealt with at an annual general meeting of the unitholders of the registered business trust includes any resolution of which notice is given in accordance with this section, and for the purposes of this subsection, notice is deemed to have been so given despite the accidental omission, in giving it, of one or more unitholders of the registered business trust. (9) Any trustee-manager of a registered business trust which contravenes subsection (1), (3), (3A), (3B) or (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.[Act 30 of 2022 wef 12/03/2024] (10) Every director of the trustee-manager of a registered business trust who contravenes subsection (6B) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.[Act 30 of 2022 wef 12/03/2024] (11) For the purposes of this section, something is “in legible form or a permitted alternative form” if, and only if, it is sent or otherwise supplied —(a) in a form (such as a paper document) that is legible before being sent or otherwise supplied and does not change form during that process; or (b) in another form that —(i) is currently agreed between the trustee-manager of the registered business trust and the person as a form in which the thing may be sent or otherwise supplied to the trustee-manager; and (ii) is such that documents sent or supplied in that form can (where particular conditions are met) be received in legible form or be made legible following receipt in non-legible form.[Act 30 of 2022 wef 12/03/2024]