In connection with the introduction of restrictive measures by the Cabinet of Ministers of Ukraine aimed at preventing the spread of coronavirus disease (COVID-19) and to ensure the possibility of holding an annual general meeting on the results of 2019, the National Securities and Stock Market Commission has remotely developed a Provisional Procedure for remote holding of general meeting of shareholders and general meeting of participants of corporate investment fund.
At the NSSMC meeting held on April 9, 2020, the Provisional Procedure was approved. The Commission is waiting for the correct comments on the document, given the short terms of its preparation, they can be sent by 18:00 April 14 to email: firstname.lastname@example.org.
This Temporary Order may be applied by joint stock companies, corporate investment funds, limited liability companies that are issuers of securities. In accordance with this Provisional Order, the following may be conducted:
– annual general meeting of shareholders for the 2019 financial year;
– extraordinary general meeting of shareholders in cases of their convening;
– annual general meeting of corporate fund members in 2020 based on the results of the 2019 financial year;
– extraordinary general meeting of members of the corporate fund in cases of their convening.
For the remote holding of general meetings, the Supervisory Board makes a decision to postpone the general meeting and change the form of their holding to a remote meeting, which is communicated to all shareholders through the depository system of Ukraine.
The remote procedure for holding general meetings stipulates that the issuer must have an agreement with the Central Depository, the requirements to which are set by the Interim Procedure. Shareholders must also interact with a depository institution with which they have a contract for servicing a securities account.
“The system for remote shareholder meetings for quarantine will be based on the existing infrastructure of the Central Depository and depository institutions. Issuers will interact with the Central Depository on the basis of an agreement, the requirements to which are established by this temporary order, and the shareholders – with depository institutions with which they have concluded a contract for servicing of securities account. Due to the depsystem, the information will get from the issuer to the shareholders, and in the opposite order to the issuer the results of the shareholders’ vote will get”, – said Maxym Libanov, the Commissioner of the NSSMC.
“We want to move away from the physical contact of people in holding shareholders’ meetings as required by the restrictive measures introduced by the Government and to propose the most technological process in which professional market participants will be involved. This is a temporary procedure and now we are not talking about the technologies and processes that we proposed in the draft of the new version of the law on joint-stock companies. In this order, we offer the opportunities that we will be able to provide for the market in a short time”, – added Oleksiy Tarasenko, Member of the Board of NDU.
We remind, on March 30, 2020 the Verkhovna Rada adopted the Law of Ukraine No. 550-IX “On amendments to some legislative acts of Ukraine aimed at providing additional social and economic guarantees in connection with the spread of coronavirus disease (COVID-19)“, which allowed postpone the annual general meeting for 2019 and annual disclosure, and allowed the general meeting to be held remotely on a provisional basis, to be developed and approved by the NSSMC.
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