On 29 March 2020, several “proxy decisions” were taken by the Minister of Justice, Koen Geens. One of these proxy decisions contains measures for general meetings and meetings of administrative bodies. These decisions take the 19th of April as the provisional end date, but this date can be extended by the King if the general measures against corona were to be extended. These proxy decisions are currently pending before the Council of State for urgent advice and will probably not enter into force until around 8 April 2020.

The proxy decision concerning the general meetings temporarily introduces a number of facilitations and options, giving legal entities the necessary flexibility while respecting the rights of shareholders. Legal entities are given a choice between three options.

In first instance, one can choose to hold the meeting as planned, but in circumstances that are, on the one hand, compatible with the measures taken as a result of the COVID-19 crisis and, on the other hand, allow shareholders and members to exercise their voting rights and give them the opportunity to ask questions. In particular, the administrative body will have the power to decide that the shareholders or members may only participate remotely, whether or not in combination with proxy voting, with only one person appointed by the administrative body acting as a proxy holder.

Furthermore, one can also decide to postpone the general meeting until the situation has returned to normal (i.e. until 10 weeks after the legal deadline for the general meeting to take place). This is also permitted if the meeting has already been convened, provided the shareholders and members are correctly informed.

Finally, it is also possible that the administrative body to make unanimously decisions in writing under all circumstances. The administrative body may also deliberate and decide (by majority, where appropriate) by means of an electronic communication that facilitates discussion. For decisions that are required to be made in front of a notary, it is again sufficient for one member of the administrative body or a person appointed by the administrative body to meet physically with the notary; the other members can participate via electronic communication.

If you would like more information, please do not hesitate to reach out to our legal department.

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