Prolongation legislation pertaining to COVID-19
In connection with the outbreak of COVID-19, the Dutch legislator has provided for an arrangement for legal entities (rechtspersonen) to hold shareholders’ meetings electronically and the possibility to facilitate decision-making by electronic means (Act of April 22, 2020, pertaining temporary provisions in the area of the Ministry of Justice and Security in connection with the outbreak of COVID-19 (“Temporary Act COVID-19”). The operation of the Temporary Act COVID-19 is extended until April 1, 2022. In this short read we will only briefly point out the facilities for Dutch companies under this act. The Temporary Act COVID-19 also aims to facilitate the holding of general meetings of associations (verenigingen) electronically.
The Temporary Act COVID-19 aims to facilitate the holding of shareholders’ meetings electronically. Under the Temporary Act COVID-19, the management board of Dutch companies may determine that shareholders’ meetings will be held electronically under certain circumstances. Shareholders and persons with meeting rights (vergadergerechtigden) should be able to follow such a meeting electronically and should be given the opportunity to ask questions about the matters stated in the convocation notice. The questions asked should be answered no later than during the meeting, and the answers should be accessible electronically. Further, the management board should take any and all action to ensure that further questions can be put electronically or otherwise during the meeting.
Furthermore, the management board may determine that each shareholder is authorized to attend and address the shareholders’ meeting and to exercise its voting rights in such meeting by electronic means, even if the company’s articles of association do not provide for this. In addition, the management board may determine that the voting rights can only be exercised by electronic means, provided that the convocation notice states so. To the extent the company’s articles of association do not provide for this, the management board may determine that votes cast electronically before the shareholders’ meeting, but no earlier than the thirtieth day before the meeting, shall be treated the same as votes cast during the meeting.
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