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On 12 March 2020, the Government adopted an amendment to the act on measures against contagious and other transmittable diseases (the “Danish Epidemic Act”). With this legislative change, a prohibition against public events with more than 100 participants is imposed. Furthermore, the police is granted access (without a court order) to premises and other facilities for checking compliance with this prohibition.
The final bill as adopted is available here (in Danish).
The act enters into force upon publication in the Danish Law Gazette. Until the prohibition enters into force, the Government recommends that events with more than 100 participants be cancelled or postponed due to the risk of the spreading of COVID-19, and that event organizers assist in reducing the risk of infection.
This affects a large number of upcoming general meetings in listed companies.
We refer to our newsletter of 9 March 2020, which is available here, in which you will find a practical guide to handling COVID-19 in connection with conducting the upcoming general meetings, including how companies and participants should behave in order to reduce the risk of infection with COVID-19.
Once the prohibition against assemblies with more than 100 participants enters into force, the general meeting can still be held – e.g. by using separate rooms with video link in order to ensure that no more than 100 participants are assembled in one place. In this respect, alternative options for holding the general meeting may be considered, including e.g. holding virtual general meetings, encouraging shareholders to submit postal votes or vote by proxy, or encouraging shareholders to follow the general meeting via webcast instead of attending the general meeting in person.
In this respect, we refer to our newsletter of 9 march 2020, which is available here, in which we review these alternative measures in detail.
As stated in our newsletter of 9 March 2020, companies may cancel the general meeting entirely until the day of the scheduled general meeting.
Any cancellation must be notified in the same manner as the notice of the general meeting, i.e. as a company announcement, on the website and by email/letter to the shareholders, who have requested this. In addition, if the company has an ADR programme, this must be coordinated with VP Securities/Computershare and the depositary, if any.
The board of directors is obliged to cancel the general meeting, if it is obvious that the general meeting may pose a risk for the participants due to COVID-19, or if there is risk that more than 100 people will be assembled in one place. It is therefore recommended that the companies keep themselves updated on COVID-19 on the Danish Health Authority’s website and follow the Government’s recommendations and instructions.
If the general meeting is cancelled, a new general meeting must be convened to be held before the end of April in order to ensure the timely submission of the annual report, i.e. by 30 April 2020 at the latest. Please note, that the articles of association may prescribe a different time limit.
The notice of the general meeting must in accordance with the rules of the Danish Companies Act be sent out by 8 April 2020 at the latest (three weeks prior to the meeting) and on 25 March 2020 at the earliest (five weeks prior to the meeting). If the company has an ADR programme, any time limits under the depositary agreement must also be observed.
Neither the Danish Companies Act nor the Danish Financial Statements Act currently contains the necessary authority for the Danish Business Authority to postpone the time limit for holding general meetings or the companies’ adoption and submission of the annual reports.
Thus, the options of postponing the annual general meeting to a later time are limited.
We keep a watch on any additional rushed through legislation in this respect, which may affect the upcoming general meetings, including any options of postponing the time limits, etc.