Joint-stock companies and corporate funds may hold general meetings remotely – approved Interim Procedure

The document enters into force after its publication on the official website of NSSMC

The National Securities and Stock Market Commission (hereinafter – NSSMC) adopted the Temporal Order for Convocation and Remote Holding of General Meetings of Shareholders and General Meetings of Corporate Investment Fund Participants at the following meeting on 16 April, 2020.

The Temporal Order will be applied only during the quarantine period, which was established by the Cabinet of Minister of Ukraine, and during three month after its completion. According to this Order, there can be carried out:

• annual general meetings of shareholders on the results of 2019 financial year;
• extraordinary shareholders’ general meeting in case of its convene;
• annual participants’ general meetings of corporate fund in 2020 on the results of 2019 financial year;
• extraordinary participants’ general meetings of corporate fund in case of its convene.

Remote order of general meetings’ holding provides that the issuer should have the agreement with Central Securities Depositary, requirements to which are set in the Temporal Order. The shareholders should interact with the depositary institution, with which they’ve concluded an agreement on servicing the securities account.

 “The system for remote shareholders meetings’ holding on quarantine period will be based on the existing infrastructure of Central Securities Depositary and depositary institutions. The issuers will interact with Central Securities Depositary by agreement, requirements to which are set in the Temporal Order, and the shareholders will interact with depositary institutions, with which they’ve concluded an agreement on servicing the securities account. The information would fall from the issuer to the shareholders through depositary system, and the results of shareholders’ voting would be got vice versa to the issuer” – commented the essence of the new Order Maxim Libanov, Member of NSSMC.

NSSMC requests all the joint-stock companies and corporate foundations not to endanger lives and health of its employees and shareholders, while the coronavirus is in the country, and carry out remotely important events such as general meetings.

It should be reminded that the Verkhovna Rada of Ukraine has adopted the Law of Ukraine №540-IX “On Amendments to Certain Legislation of Ukraine, aimed at providing the additional social and economic guarantees in connection with the spread of coronavirus disease (COVID-2019)”, which allows to postpone the terms of the general meetings on the results of 2019 and deadlines of annual disclosure of information, and allows to hold remotely annual general meeting under the Temporal Order, which NSSMC will draft and approve.