On 20 March 2020, a grand ducal regulation was published introducing measures concerning holding of meetings in companies and others legal entities.
Luxembourg companies and other legal entities may organize :
• Shareholders’ meeting, even if the articles of association determine otherwise, without a physical meeting and impose their shareholders and all others participants in the meeting to exercise their rights exclusively:
1) by voting remotely in writing or by electronic means, provided that the resolutions or decisions to be taken have been published or sent to them in advance;
2) by means of a proxy designated by the company; or
3) by video conference or any other means of communication allowing shareholders’ identification.
The shareholders attending as described above are deemed to be present or validly represented for the purpose of the quorum and majority at such meeting.
• Meetings of other corporate bodies (in particular board of directors, board of managers, supervisory board) even if the articles determine otherwise, without a physical meeting:
1) by circular resolutions; or
2) by video conference or any other means of communication allowing board members’ identification.
The members participating by such means are deemed present for the purpose of quorum and majority.
Notwithstanding any provisions to the contrary in the articles of association, any company is authorized to convene its annual general meeting for the latter of the following dates: (1) a date within the period of six months following the end of the preceding financial year; (2) a date within the period ending on 30 June 2020.
Companies are allowed to proceed as described above for any shareholders’ meeting convened for 30 June 2020 at the latest.
Companies who already sent out a convening notice and wish to proceed as above are under the obligation to publish such decision and notify their shareholders in the form in which convened such meeting or by publication on their website no later than three (Luxembourg) business days before the said meeting.