On 20 March 2020, a grand ducal regulation was published introducing a number of measures to facilitate board and shareholder meetings in the coming weeks.
These measures are summarised below.
Luxembourg-based companies may organise virtual shareholder meetings, without the shareholder's physical presence being required, even if the company's articles of association do not provide for this possibility, and allow shareholders to vote:
- remotely in writing or by electronic means, provided the resolutions or decisions to be taken have been published or sent to them in advance;
- by means of a person designated by the company to act as a proxy;
- by video conference or any other means of communication allowing the shareholders to be identified.
It is important to note that:
- proxyholders appointed by the shareholders may only participate as set forth above.
- shareholders attending as described above are deemed to be present or validly represented for the purpose of determining the quorum and majority at the meeting.
Luxembourg-based companies may also organise virtual board meetings, even if the articles provide otherwise, without the board members' physical presence being required:
- by means of circular resolutions; or
- by video conference or other means of communication allowing the board member to be identified.
Board members participating by such means are deemed present for the purpose of determining the quorum and majority.
According to the Act of 22 May 2020 and the Grand Ducal Regulation of 29 May 2020 amending the Grand Ducal Regulation of 20 March 2020, companies are allowed to hold meetings as described above for a period of nine months following the end of their financial year.
Companies that have already sent a convocation notice and wish to apply this procedure are obliged to publish a decision to this effect and to notify their shareholders by the same means or by posting a notice on their website at least three (Luxembourg) business days before the meeting.
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