AGM during the corona crisis?


Organising and physically holding AGMs is not an option at present. To offer a practical solution for this, Justice Minister Koen Geens has prepared a Proxy Decree. The decree sets out the following options for AGMs:

  • Option 1: holding the AGM, but without physical attendance and with the possibility for shareholders and members to exercise their voting rights or ask questions. The management body may decide to implement remote participation, possibly combined with proxy voting, where the management body nominates one person who can act as proxy holder.
  • Option 2: postponement of the AGM until the situation has returned to normal, even if invitations have already been sent. Shareholders and members will of course have to be duly informed of this.

Finally, any management body can pass resolutions either by “unanimous written resolution” or via electronic communication allowing discussion.

The Proxy Decree has yet to appear in the Belgian Official Gazette, but this is expected shortly.
Baker Tilly is monitoring the situation for you and will inform you as soon as it is published in the Belgian Official Gazette.

More information?

As a client of Baker TIlly, you can contact Anne Roucourt, Legal Partner, or your file manager.
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