On 16 April 2020, the National Securities and Stock Market Commission (the Commission) approved by its Decision No. 196 the Temporary Procedure for Calling and Remote Holding of General Meeting of Shareholders and General Meeting of Corporate Investment Fund Participants (the Temporary Procedure), for application of relevant rules to the general meetings of shareholders (the Meetings) during the quarantine introduced to prevent spread of the coronavirus disease (COVID-19) (the COVID-19 Quarantine).
The Temporary Procedure establishes the following important novelties regarding calling and holding of the Meetings in Joint Stock Companies (the JSCs):
- the annual Meetings dedicated to the 2019 financial year results and the extraordinary Meetings (if called) may be hold remotely;
- the Meetings that have been called before the Temporary Procedure has entered into force, may be postponed and held remotely if the Supervisory Board adopted such a decision during the COVID-19 Quarantine but before the date of the Meeting to be postponed, and the date of remote holding of the Meeting is no less than on the 35th day after such decision;
- first remote Meetings may be held no earlier than on 27 May 2020;
- an initiator of the Meeting shall conclude with the National Depository of Ukraine (the NDU) an agreement on provision of services for remote holding of the Meeting, for the purpose of such Meeting;
- a shareholder participates in the Meeting by submitting ballots to the depositary institution that serves such shareholder's securities account;
- depositary institutions forward ballots and other documents to the NDU, which consolidates the information so received and send it to the Meeting's initiator for the quorum definition, shareholders' registration, vote counting and documenting of the Meeting.
Similar rules for calling and remote holding of the general meeting of participants are established for corporate investment funds.
For further information, please contact Asters' partner Vadym Samoilenko and counsel Oles Kvyat.