The Companies Act (Public Companies – Annual General Meetings Regulations), 2020 is applicable to those public companies (hereinafter referred to as “company/companies”) whose annual general meeting was due during the global COVID-19 pandemic. Such regulations apply to those companies who have more than six (6) shareholders and due to the closing of certain venues and restrictions on gatherings imposed by the Superintendent of Public Health, such annual general meetings could not be held.

These regulations address the requirements of companies to convene an annual general meeting in accordance with Section 128(1) of the Companies Act and the period of fifteen (15) months specified therein has, by virtue of these regulations, been extended by five (5) months.

Annual general meetings and extraordinary general meetings may by virtue of these regulations, be held remotely and the procedure under Regulation 5(2) shall be followed. If the company follows the mentioned regulation, shareholders shall only be able to appoint the Chairman of the meeting as their proxy and they are to indicate on the form of proxy, the manner in which such proxy is to vote on each resolution put to the meeting. These regulations also specify that sufficient time must be allowed for shareholders to ask questions which are pertinent and related to the items on the agenda, by submitting such questions within forty-eight (48) hours prior to the meeting. The questions will then be answered by the directors or by such persons delegated for this purpose. Answers will be uploaded on the website of the company within forty-eight (48) hours from the termination of the meeting.

These regulations also provide for an extension for the laying and approval by the company in the general meeting of the company’s accounts and the period specified in Section 182(2)(b) shall by virtue of these regulations, be extended by five (5) months. Therefore, the period of forty-two (42) days referred to in Section 183 of the Act shall start running from the period extended.

A company availing itself of the extension mentioned in these regulations, shall deliver to the Registrar for registration, a notice (AGM Form) attached to these regulations. Failure by any company to submit such form will render every officer of the company who is in default, liable to a penalty of five hundred (500) Euro. The relevant form can be downloaded from here

For further clarification kindly send an email to legal.enforcement@mbr.mt

Mr Joseph Farrugia
Registrar of Companies
10/07/2020

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