Notwithstanding any contrary provisions present in a company’s articles of association and irrespective of whether such possibility is provided for in them:
- Shareholders meetings can be held without a physical meeting and a company can require its participants to exercise their rights remotely:
- either by vote in writing or in electronic form, subject to the condition that the full text of the decisions to be taken have been previously published or communicated to each shareholder,
- through a proxyholder appointed by the company, or
- by videoconference or other means of telecommunication allowing their identification.
It is important to point out that these measures apply also to bondholders meetings.
- Management body meetings can be held without a physical meeting and the company can require its participants to exercise their rights remotely:
- by written resolutions, or
- by videoconference or other means of telecommunication allowing their identification.
Any shareholder/member of a management body participating in a meeting remotely as described above shall be deemed present to determine the required quorum and majority.
