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Option to hold virtual meetings for Dutch companies extended to 1 December 2020

Not every Dutch legal entity can hold a virtual general meeting since the possibility thereto should be included in the articles of association. However, the Dutch COVID-19 Emergency Act provides the possibility for Dutch companies to hold a virtual meeting via electronic means, regardless of their statutory provisions. The bill and the explanatory comments already provided that the duration of the act could be shortened or extended depending on the development of the pandemic virus.

A recent royal decree now mentions that the new end date for the law shall be 1 December 2020.

The key points of the law:

  1. The general meeting can be broadcasted live, by video or audio cast, to the participants. However, the participants should be able to submit questions during the meeting or in advance, which will be answered no later than the meeting itself. Questions can be submitted up to at least 72 hours prior to the meeting, but the board may determine a shorter period. The (representatives of) shareholders who have submitted questions must be provided the opportunity to ask further questions during the meeting.
  2. In the event that a participant cannot participate optimally (technical malfunction), the corporate decision making (for example the appointment of a director) remains valid.
  3. If the board makes the use to hold a virtual general meeting, the notice to the shareholders should mention that the meeting will be held as a virtual meeting.
  4. The board will be given additional powers to determine the order of the meeting, such as being able to determine that voting rights may only be exercised by means of an electronic means of communication or that shareholders can only vote by giving a proxy or voting instruction to a designated proxy holder prior to the meeting.
  5. The Act provides for the possibility to extend the due date for holding a general meeting by four months (associations and cooperatives) or five months (N.V.’s and B.V.’s).

 

Voor de Nederlandse versie, klik hier.

 

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