Regulations, 2020

Suppliment tal-Gazzetta tal-Gvern ta’ Malta, Nru. 20,438, 10 ta’ Lulju, 2020

L.N. 288 of 2020

COMPANIES ACT

(CAP. 386)

Companies Act (Public Companies - Annual General Meetings)

Regulations, 2020

IN EXERCISE of the powers conferred by article 425(10) of the

Companies Act, the Minister responsible for the registration of

commercial partnerships has made the following regulations:-

(1) The title of these regulations is Companies Act Citation and

applicability.

(Public Companies - Annual General Meetings) Regulations, 2020.

(2)

These regulations

shall apply to

all public

companies.

AGM FORM

No. of Company .................................

Companies Act (Public Companies – Annual General Meetings)

Regulations

Pursuant to Regulation 8 (2) (a)

Name of Company.......................................................

Delivered by.................................................................

To the Registrar of Companies:-

(b)

I

being

a

director/secretary*

of

.................................................. hereby give notice in accordance with

Regulation 8 (2) of the Companies Act (Public Companies – Annual

General Meetings) Regulations that the company is going to hold its

Annual General Meeting on …………….…. (c) and therefore, the

Company’s Annual Accounts will be delivered to the Registrar for

registration within forty-two (42) days of the mentioned date.

Name and Signature ...............................................

Name and Surname*

Director/Secretary*

Dated this ....................... day of ...................................................... of

the year .............

This form must be completed in typed form.

(a) This notice is to be given one month before the Annual General

Meeting.

(b) State company name.

(c) State date of Annual General Meeting.

* Delete as necessary

€0.27

(1) In these regulations, unless the context otherwise

requires "the Act" means the Companies Act;

(2) Words and expressions used in these regulations,

which are also used in the Act, shall in these regulations have the

same meaning as in the Act.

(1) The Act shall, subject to the provisions of these Scope and

regulations, and unless the context otherwise requires, apply application.

exclusively to the holding of annual general meetings.

(2) In so far as the provisions of the Act are inconsistent

with the provisions of these regulations or of any other legislation

applicable in terms of these regulations, the provisions of these

regulations shall prevail and the provisions of the Act shall, to the

extent of the inconsistency, not apply to annual general meetings.

Subject to the provisions of these regulations the Holding of

period of fifteen (15) months mentioned in article 128(1) of the Act, annual

meeting.

shall be extended by five (5) months;

(1) Notwithstanding anything contained in the Annual general

Memorandum and Articles of Association of a company, any annual meeting

remotely.

general meeting or any extraordinary general meeting may be validly

held remotely in accordance with sub-regulation (2).

(2) Where an annual general meeting or any extraordinary

general meeting is convened remotely, the following rules shall

apply

(a)

the quorum applicable for the holding of the

meetings, shall be that set out in the Memorandum and Articles of

Association of the company, provided that notwithstanding the

provisions of the Memorandum and Articles of Association, the

quorum may consist of a person or persons who are present at a

meeting by proxy and no physical attendance of shareholders shall be

allowed at the meeting.

(b) shareholders shall only be able to appoint the

Chairman of the meeting as their proxy and may indicate on the form

of proxy how the Chairman as such proxy is to vote on each

resolution put to the meeting.

(c)

sufficient time must be allowed for shareholders to

ask questions which are pertinent and related to the items on the

agenda of the meeting in advance, whether by electronic means or by

letter addressed to the company. Such questions will be answered by

the directors or by such person as the directors may delegate for that

purpose.

(d) an invitation to ask questions shall be contained in

the notice convening the general meeting and shareholders shall be

allowed time to submit such questions in writing up to forty-eight

(48) hours prior to the meeting. The company shall provide an answer

to the questions on its website within forty-eight (48) hours from the

termination of the meeting. Provided that the company may provide

an overall answer to questions having the same content and that the

company may take reasonable measures to ensure the identification of

the shareholder or the proxy.

Notwithstanding regulation 5, if the Articles of

Association of a company so provide, the annual general meeting and

any extraordinary general meeting may be held virtually

Provided that in the notice calling a meeting of a company there

shall appear with reasonable prominence the means used for the

virtual meeting and the procedure of how any member is entitled to

attend and vote, can participate in the discussion and how such

member can vote.

For the avoidance of doubt the term "in writing" in article

133(2) of the Act shall also refer to proxies given by electronic

means.

(1)

The period allowed for

Period.

(a)

laying before and approval by the company in the

general meeting of the company’s accounts for the accounting period

mentioned in article 182(2)(b) of the Act, shall be extended by five (5)

months; and

(b) the period of forty-two (42) days referred to in

article 183 of the Act for delivery to the Registrar for registration, a

copy of the company’s annual accounts laid before the company in the

general meeting in accordance with article 181, together with a copy

of the auditor’s report thereon and the directors’ report accompanying

the annual accounts, shall start running from the period extended in

accordance with this regulation

Provided that a company may still avail itself of the

extension of time set out in these regulations, notwithstanding that a

shorter period may be established by the Memorandum and Articles of

a company than that specified in article 182(2)(b) of the Act.

(2) A company availing itself of the extension

mentioned in these regulations, shall deliver to the Registrar for

registration, a notice in the form set out in the Schedule to these

regulations.

(3)

If default is made in complying with sub-

regulation (2), every officer of the company who is in default shall be

liable to a penalty of five hundred euro (€500).