Luxembourg update: Grand Ducal Regulation introducing measures concerning meetings in companies and other legal entities

Ever-pragmatic, the Luxembourg legislature has enacted a Grand Ducal Regulation, which entered into force on 20 March 2020, permitting a Luxembourg company, notwithstanding any contrary provisions in its articles of incorporation, to hold any general meeting without a physical meeting, and require its shareholders or members and other participants in the meeting to attend and exercise their rights exclusively:

• By voting from a remote location in writing or electronically, provided that the full text of the resolutions or decisions to be taken has been published or communicated to them.
• Through a proxy holder appointed by the company.
• By video conference or other telecommunication means permitting their identification.

If a shareholder, member, or other participant has appointed a proxy holder, other than the one referred to in the second point above, in accordance with article 8 of the law of 24 May 2011 on the exercise of certain rights of shareholders in general meetings of listed companies, as amended, such proxy holder may only participate in the meeting in the manners provided for in the points above.

The shareholders or members participating by way of such means shall be deemed to be present for the calculation of quorum and majority at such meeting. This paragraph is applicable to a meeting of bondholders.

Moreover, irrespective of any contrary provisions in its articles, other corporate bodies of any company may hold their meetings without a physical meeting by written circular resolutions, by video conference or other telecommunication means permitting the identification of the members of the corporate body participating in the meeting.

Members of these corporate bodies participating by such means are deemed present for the calculation of quorum and majority.

Lastly, and notwithstanding any provision to the contrary in the articles, a company is authorised to convene its annual general meeting on the date which is the later of: (i) a date within six months after the end of its financial year and (ii) a date within the period ending 30 June 2020.

A company is authorised to take this decision for any meeting convened up to 30 June 2020 at the latest. Any company which has already convened its meeting and which takes such a decision shall publish it and, where applicable, notify its shareholders or members or other participants in the form in which it convened such meeting or by publication on its website, no later than the third business day before the meeting.

The full text of the regulation can be found here.