For the period of martial law: Changes to the general meeting of shareholders

The NSSMC (National Securities and Stock Market Commission) has approved amendments to the peculiarities of holding electronic general meetings of shareholders during martial law in order to bring the NSSMC’s regulations in line with the Law of Ukraine on Joint Stock Companies.

Thus, the official website of the NSSMC published the approved Resolution dated December 22, 2023 No. 1451 on Amendments to the Resolution of the NSSMC dated February 16, 2023 No. 154, which entered into force on December 27, 2023. The text is available at the link: https://www.nssmc.gov.ua/document/?id=13333809.

An electronic general meeting is held in accordance with the Procedure for Convening and Holding an Electronic General Meeting of Shareholders, approved by the NSSMC Resolution No. 595 dated June 2, 2023.

It is important to note that the requirements related to electronic voting of shareholders (their representatives), the possibility of shareholder participation in the discussion of agenda items through the means of an authorized electronic system and other rules regarding the functioning of an authorized electronic system will come into force on January 1, 2024.

We also draw attention to the fact that the NSSMC’s Resolution No. 1499 dated December 28, 2023 authorized the software and hardware complex of the Central Securities Depository intended for holding shareholders’ meetings by electronic voting.

Thus, starting from January 1, 2024, for the period of martial law, the general meeting of shareholders of a JSC, regardless of the content of the provisions of the charter and other internal documents of the company regulating the procedure for convening and holding the general meeting, may be held exclusively in one of the following ways
1) remote holding in accordance with the Procedure for convening and holding a remote general meeting of shareholders, approved by the decision of the NSSMC dated March 06, 2023 No. 236;
2) holding a general meeting of shareholders of a joint-stock company attended by shareholders holding 100% of the voting shares in accordance with the requirements of Article 59 of the Law of Ukraine on Joint Stock Companies (except when the place of the general meeting is the temporarily occupied territories of Ukraine or the territory of a state recognized as an aggressor state under the laws of Ukraine). At the same time, the total number of shareholders of a joint-stock company, the general meeting of which is held in accordance with this sub-clause, may not exceed five persons;
3) holding an electronic general meeting in accordance with the Procedure for Convening and Holding Electronic General Meetings of Shareholders approved by the decision of the NSSMC dated June 2, 2023 No. 595.