Notice of AGM (Hybrid meeting)
The legal provisions permitting closed shareholder meetings (including AGMs) because of the COVID-19 pandemic, notwithstanding the provisions of a company’s constitution, expired on 30th March 2021. Many companies may however still consider it both necessary and desirable to limit the size of gatherings and want to recommend to its shareholders that they do not attend such meetings in person.
As there remains some legal uncertainty over the holding of purely virtual general meetings, the most practical way for a company to proceed is to hold a hybrid meeting. A hybrid meeting is a meeting that is held both at a physical location and electronically, providing shareholders with the option to attend the meeting either in person or virtually. In most cases, there will be a closed meeting at a physical location with no shareholders in attendance other than those required, with most shareholders attending the meeting virtually. Unless a company’s articles specifically prohibit virtual attendance at meetings or require shareholders to be physically present to count as attending, it can host a hybrid meeting.
For a hybrid meeting to be validly held all participants, whether physical or virtual, must be able to participate on an equal basis. Companies will need to give some thought to this and ensure it has the technology in place to allow everyone to speak and be heard. Companies can however strongly recommend shareholders do not attend in person, given the potential risks associated with this and suggest that for voting, the chairperson is appointed as their proxy. This template has been drafted on the basis that most shareholders will attend virtually, and the chair has been appointed as their proxy.
Note that private companies are not required under the Companies Act 2006 to hold AGMs, however many may have provisions in their constitution requiring them to hold an AGM each year. This template notice only relates to such SME private limited companies that are required to hold an AGM.
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