A Brief Overview of the recently published Legal Notice entitled ‘Companies Act (Public Companies – Annual General Meetings) Regulations, 2020’.

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  • A Brief Overview of the recently published Legal Notice entitled ‘Companies Act (Public Companies – Annual General Meetings) Regulations, 2020’.

On the 10th of July 2020, a Legal Notice entitled Companies Act (Public Companies – Annual General Meetings) Regulations, 2020, was published addressing those public companies whose annual general meeting was due during the global COVID-19 pandemic. The regulations apply to those public companies which, due to the closing of certain venues and restrictions on gatherings imposed by the Superintendent of Public Health, could not hold their annual general meetings.

According to regulation 4 of the Legal Notice, the fifteen (15) month period allowed to companies to convene an annual general meeting in accordance with Article 128(1) of the Companies Act, Chapter 386 of the Laws of Malta, has now been extended by a further five (5) months.

Moreover, regulation 5 provides that notwithstanding anything contained in the Memorandum and Articles of Association of a company, any annual general meeting or extraordinary general meeting may be validly held remotely, subject to the following rules:

  • The quorum applicable for the holding of the meetings shall remain that specified in the Memorandum and Articles of Association of the company. Persons may be present in the meetings by proxy (the appointment of a proxy can be given by electronic means) and no physical attendance of shareholders shall be allowed at the meeting;
  • Shareholders shall only be able to appoint the Chairman of the meeting as their proxy and they are to indicate on the form of proxy, the manner in which such proxy is to vote on each resolution put to the meeting;
  • Sufficient time must be allowed for shareholders to ask questions which are pertinent and related to the items on the agenda of the meeting in advance, whether by electronic means or by letter addressed to the company. Such questions will be answered by the directors or by such person as the directors may delegate for that purpose;
  • An invitation to ask questions shall be contained in the notice convening the general meeting and shareholders shall be allowed time to submit such questions in writing up to forty-eight (48) hours prior to the meeting. The company shall provide an answer to the questions on its website within forty-eight (48) hours from the termination of the meeting. Provided that the company may provide an overall answer to questions having the same content and that the company may take reasonable measures to ensure the identification of the shareholder or the proxy.

Where a public company’s Memorandum and Articles of Association already provide that such meetings may be held virtually, it is requisite that the notice calling a meeting shall include the means used for the virtual meeting, and the procedure of how any member is entitled to attend the meeting, participate in the discussion, and vote (regulation 6).

Furthermore, notwithstanding that set out in a company’s Memorandum and Articles of Association, the period of seven (7) months allowed for laying before and approval by the company in general meeting of a company’s annual accounts for an accounting period, in terms of Article 182(2)(b) of the Act, is now extended by an additional five (5) months by regulation 8. Therefore, the period of forty-two (42) days referred to in Article 183 of the Act, for delivery of copies of accounts and reports to the Registrar for registration, shall start running from the period extended.  A company availing itself of the extension mentioned in the regulations, shall deliver to the Registrar for registration, a notice (AGM Form) as set out in the Schedule to these regulations, at least one month before the Annual General Meeting. Failure by any company to submit such form will render every officer of the company who is in default, liable to a penalty of five hundred euro (€500).