Following the declaration of the state of emergency on 18 March 2020 due to the Covid-19 crisis, the Luxembourg government adopted on 20 March 2020 a Grand Ducal regulation introducing measures concerning the holding of meetings in companies and in other legal entities (the « Regulation »). This Regulation was published, on the same day, in the Official Journal (Journal Officiel, Mémorial A n°171) of the Grand Duchy of Luxembourg and entered into force with immediate effect and provides that, notwithstanding any contrary provisions in companies articles of association (the « AoA »):
– For general meetings of shareholders : each and every company (the « Company ») may, irrespective of the intended number of participants in its general meeting (the « Meeting »), hold any Meeting without a physical presence and the participants required to attend the Meeting can exclusively exercise their rights (the « First Exemption ») as follows (also applicable to meetings of bondholders):
1. by remote vote (in written or electronically), provided that the full text of the resolutions or decisions to be taken has been published or communicated to them;
2. through a proxyholder designated by the Company; or
3. by videoconference (or by any other similar telecommunication means allowing for their identification).
As a consequence, by such First Exemption, participants are deemed to be present for the computation of the quorum and the majority at such Meeting.
In addition, the Article authorizes the Company, notwithstanding any contrary provisions in its AoA, to convene its AGM for the later of the following dates:
1. a date within the period of six months following the end of its financial year; or
2. a date within a period ending on 30 June 2020.
Furthermore, the Regulation empowers the Company to take this decision for any meeting called for 30 June 2020 at the latest. More precisely, if the Company which would take this decision has already convened its meeting, it shall publish it and, if necessary, notify its Participants in the form in which it had convened this meeting or by publication on its web site, at the latest on the third (3rd) business days prior to the convened meeting.
– For other corporate bodies of the Company: meetings can be held without a physical meeting (the « Second Exemption ») as follows:
1. by written circular resolutions; or
2. by videoconference or by any other similar telecommunication means allowing for the identification of the members of the corporate body participating at meeting (the “Members”).
As a consequence, by such Second Exemption, Members are deemed present for the computation of the quorum and the majority.
For any particular query, please contact Charline Dubas.