In the wake of the onset of Covid-19, both shareholder meetings and those of management bodies may be held exclusively on a digital platform.
The Luxembourg Government declared on 18 March 2020 a state of emergency and a number of temporary measures have been enacted by decrees by the Government, given the new emergency powers granted by the Constitution.
A Grand Ducal Regulation adopted on 20 March 2020 allows both private and listed Luxembourg companies to carry out their shareholder or partner meetings without the physical participation of any attendant are among these temporary measures. This regulation also extends to meetings held by management bodies.
For shareholder meetings, companies may require that shareholders and all other participants participate in the meeting and exercise their rights exclusively (i) by a vote either in writing or in an electronic format (provided that the full text of the resolutions have been published or otherwise provided to the participants s) or (ii) by a special proxy designated by the company or (iii) by any means of telecommunication that permits the identification of each participant, such as video conferencing.
Meetings of boards of directors, boards of managers, supervisory boards or other bodies of a company may be carried out, and/or resolutions may be adopted, via written circular resolutions, any means of telecommunications that permit the identification of participants such as video conference.
It will be considered that, for determining both the quorum and majorities, participants attending through such means will be considered present.
The above regulations will apply notwithstanding any contrary provision in the articles of association of the relevant company and whatever the number of participants .
Regardless of any contrary provisions or fixed dates in their articles of association, companies are further permitted to convene their annual general meeting at the later of the date that falls six months after the end of its financial year and a date within a period ending 30 June 2020.
These measures are applicable to any meeting convened on or before 30 June 2020. A company may still opt for any of the measures outlined above by publishing it and informing its shareholders at the latest on the date falling three business days before the convened meeting even if it had already sent the convening notices prior to the adoption of the Government decree.