Extension coming: Listed companies and First North listed companies may hold General Meetings without shareholders being physically present also in spring 2021, a recent government proposal says

The coronavirus epidemic began in the spring of 2020 in the midst of the busiest Annual General Meetings time. The situation was challenging as the statutory meetings had to be held, and at the same time, physical gatherings had to be avoided by all means possible.

In the spring, the Finnish government brought relief to the situation in the form of temporary legislation. The temporary act allowed, for example, the postponement of the Annual General Meeting until the end of September 2020 and for meetings of listed companies and First North listed companies to be held without shareholders being physically present.

The act enacted in the spring expires on 30 September 2020. As the coronavirus has not been contained yet, the government is now proposing a new temporary act that would be in force for nine months: from 1 October 2020 to 30 June 2021.

The new temporary act includes mainly the same simplified procedures for listed companies and First North listed companies as the current temporary act. The General Meeting may, by a decision of the company’s Board of Directors, continue to be held only as a remote meeting or so that shareholders may exercise shareholders’ rights at the General Meeting only by way of proxy representation.

The reliefs are welcomed given that these procedures, made possible by the temporary act that came into force at the beginning of May, were applied this year by more than 20 companies. The number could have been considerably higher, as many companies had already held their General Meetings by the time the temporary act came into force. Most listed and First North listed companies held their 2020 meetings in accordance with the Companies Act, but applying the exemptions already permitted by it and by the Securities Markets Act (for example, a proxy service provided by the company).

The new proposed temporary act differs from the current one in particular in that the meetings should be held on a normal schedule. This means that it would no longer be possible to postpone the spring 2021 meetings to a period after the deadline set by the Articles of Association or the Companies Act. The new act also no longer applies, for example, to housing companies.

The handling of the government proposal concerning the new temporary act (HE 117/2020 vp) is currently still in progress in the parliament.

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Green light from the Parliament: The Annual General Meeting may be postponed until 30 September 2020 and listed companies may hold the meetings without any shareholders present

No cause for concern: Government proposal to allow postponing Annual General Meetings until 30 September 2020 and holding listed companies’ Annual General Meetings without shareholders physically present

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