Section 323. Power of members to require circulation of statements

(1) The members of a public company may require the company to—

(a) circulate a statement of not more than one thousand words with respect to—

(i) a matter referred to in a proposed resolution to be dealt with at that meeting; or

(ii) other business to be dealt with at that meeting; or

(b) give notice of a resolution which may be properly moved and is intended to move at that meeting,

to members of the company entitled to receive notice of a meeting of members.

(2) The directors shall be required to circulate the statement referred to in paragraph (1)(a) or give notice of a resolution referred to in paragraph (1)(b), as the case may be, once the company has received the requisition from—

(a) members representing at least two and a half per centum of the paid up capital of the company carrying the right of voting excluding any paid up capital held as treasury shares;

(b) at least fifty members who have a relevant right to vote and hold shares in the company on which there has been paid up an average sum, per member, of at least five hundred ringgit; or

(c) in the case of a company not having a share capital, members who represent at least two and a half per centum of the total voting rights of all members having a right of voting.

(3) A request made under subsection (1) shall be—

(a) in hard copy or electronic form;

(b) accompanied with the statement to be circulated;

(c) signed or authenticated by the person making it; and

(d) received by the company—

(i) in the case of requisition requiring notice of resolution, at least twenty-eight days before the meeting; or

(ii) in the case of any other statement, at least seven days before the meeting.

(4) Unless the company resolves otherwise—

(a) the expenses of the company in complying with subsection (2) shall be paid by the members who requested the circulation of the statement; and

(b) it shall not be bound to comply with subsection (2) unless there is deposited with or tendered to the company, not later than one week before the meeting, a sum reasonably sufficient to meet its expenses in doing so.

(5) For the purposes of subsection (2), the right of voting shall be determined at the date the requisition is deposited with the company.

(6) The company and every officer who contravene this section commit an offence and shall, on conviction, be liable to a fine not exceeding twenty thousand ringgit.