Notice of Hybrid General Meeting (physical & virtual attendance)

Notice of General Meeting (Hybrid meeting)New

CO.CA.GM.19

The legal provisions permitting closed shareholder meetings 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.

There remains some legal uncertainty over the holding of purely virtual general meetings and therefore the most practical way for a company to proceed is to hold a hybrid meeting. Section 311 of the Companies Act 2006 requires the notice of a general meeting to state the time, date and place of the meeting. The legal uncertainty concerns whether a meeting held purely on an electronic or virtual platform, meets the “place” requirement. Unless a company’s articles specifically prohibit virtual attendance at meetings or require shareholders to be physically present to count as attending, it is generally considered that a company can host 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.

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.

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