On 9 April 2020, the Romanian Financial Supervisory Authority (the “FSA”) has published Regulation no. 5 dated 9 April 2020 implementing a series of measures in connection with the holding of general meetings of shareholders during the state of emergency caused by COVID – 19 pandemic (the “Regulation”). The Regulation was sent for publication with the Official Gazette and will enter into force upon publication, being applicable during the state of emergency.
The Regulation is applicable to issuers having their headquarters in Romania and whose shares are admitted to trading on a regulated market or admitted to trading/traded on a multilateral trading system. The Romanian version of the Regulation is available at this link.
The main provisions of the Regulation are the following:
- issuers are required to adopt measures to ensure the proper holding of the general meeting of shareholders, such as:
- the publication of current reports on their websites (also transmitted to the FSA and the Bucharest Stock Exchange (“BSE”) pursuant to applicable legal provisions), whereby the Issuer expressly recommends shareholders to use electronic/remote communication means in relation to the general meetings of shareholders, regarding: (a) the access to documents needed for the general meetings of shareholders, especially through electronic means of data transmission, (b) the delivery of powers of attorney, voting by correspondence forms, proposals for new items on the meeting agenda, via e-mail, in order to avoid delivery by post/courier services/personal delivery to the company’s headquarters;
- the publication of current reports on their websites (also transmitted to the FSA and the BSE) to inform the shareholders about the possible limitation of the number of participants to the general meeting of shareholders, strictly depending on the decisions taken by the authorities, or the explicit warning according to which the participation in public events/meetings held in confined spaces exposes participants to a possible contamination with SAR-CoV-2 coronavirus, and the issuer and / or the management of the issuer may not be held responsible for such risk.
- if the shareholders’ meeting cannot be held with the physical attendance of shareholders as a result of the authorities’ decisions, the issuer will ensure that shareholders can vote by correspondence or other electronic means, in case the issuer uses such electronic means, in accordance with the law.
- if the authorities explicitly prohibit the holding of general meetings of shareholders with physical attendance, the issuer will publish a current report (in accordance with the applicable legal provisions) indicating the impossibility to hold the general meeting of shareholders with physical attendance, at least three days before the deadline for submission of the powers of attorney/votes by correspondence for the respective meeting.
- the Regulation applies to the general meetings of shareholders for which the deadline for submission of the powers of attorney/votes by correspondence for the relevant meeting falls at least 4 business days after the date on which this Regulation comes into force.
- the general meetings of shareholders already convened at the date on which this Regulation comes into force shall be held according to Law no. 31/1990 on companies and Law no. 24/2017, respectively, only in the exceptional situations stipulated in items (ii) and (iii), by using voting by correspondence and, as the case may be, via electronic means of data transmission, without reconvening the general meeting or amending the convening notices which have already been published.