Access the presentation of the AMF
Access our missions: regulate, supervise, inform and protect
The Autorité des Marchés Financiers draws the attention of investors to the special procedures adopted for participating in this year’s shareholders’ meetings during this exceptional health crisis period. It is recommending that listed companies follow certain best practices, whenever this is possible.
Pursuant to the emergency law of 23 March 2020 to address the Covid-19 epidemic, the French government issued orders on 25 March containing several provisions to simplify and adapt the rules for convening, informing, holding and deliberating at shareholders’ meetings. Their aim is to: “address the consequences of the spread of Covid-19 and the measures taken to control this spread”.
As stated in the French President’s Report on the above-mentioned order, “this exceptional system must be applied only on one condition: the shareholders’ meeting must be convened in a place which, on the date of the invitation (in the broadest sense, which includes the notice of meeting, for listed companies) or on the date of the meeting, is affected by an administrative measure that limits or prohibits group meetings for health reasons”.
These temporary exemptions are applicable to meetings held between 12 March 2020 and 31 July 2020, unless this period is extended to a date set by decree by the Council of State and at the latest to 30 November 2020, and were set out in a message from the Ministry for the Economy and Finances (see link below). The aim is to enable the management bodies of the entities concerned to continue to carry out their duties despite the confinement measures and also to ensure the continuity of operations of these entities.
In line with its previous recommendations, the AMF strongly encourages shareholders to exercise their voting rights, a fundamental shareholder prerogative that is essential to the smooth operation and sound governance of issuers.
As part of its fundamental missions, consisting in ensuring retail investor protection and information, the AMF draws the attention of retail investors to the fact that, with the current health context, general meetings will be held in camera, without shareholders being present. This is because, under this order, companies are exceptionally authorised to hold their shareholders’ meeting without their shareholders - and any other persons who are entitled to attend these meetings, such as statutory auditors and employee representatives - attending physically.
Consequently, shareholders may exercise their voting right only remotely, prior to the shareholders’ meeting, namely by:
Given that these voting procedures all have to be implemented by shareholders prior to the shareholders’ general meeting, the AMF is inviting them to contact companies as soon as possible for information about the procedures for participating in the meeting in this context. Shareholders must take into account the deadlines for exercising their voting rights prior to the meeting. To do this, they can consult the website of listed companies and their press releases.
Lastly, it is noted that the order has made it more flexible for issuers to organise their general meetings in the form of conference calls or videoconferencing, provided more particularly that the technical resources used enable the shareholders to be identified.
According to the order, when an issuer decides to adopt provisions allowing it to hold a general meeting in camera, and all or part of the convening formalities for the meeting have been completed prior to the date of this decision, shareholders shall be informed of this decision as soon as possible through a press release that is completely and effectively disclosed to the public by the company. If the convening formalities have not been completed on this date, shareholders are informed of this decision via the convening documents. Nevertheless, the publication of a press release that is completely and effectively disclosed to the public by the company is also encouraged in this case.
To ensure that shareholders are properly informed during this exceptional health crisis, the AMF is encouraging issuers to follow the best practices below:
In view of the disrupted operation of postal services, the AMF recommends more generally that shareholders and issuers make use of electronic means of communication whenever possible for their procedures and communication on general meetings. In this regard, the AMF invites issuers to create an email address dedicated to questions from shareholders about the general meeting and to inform shareholders widely of this email address, in particular on the website.
The AMF also recommends that custody account-keepers inform their clients as soon as possible of the special voting and meeting procedures in this exceptional context.
Some listed companies have announced that they have decided to postpone their general meeting of shareholders by several weeks.
The AMF is reminding issuers that if they deem it appropriate in this exceptional health crisis, they may postpone the date of their general meeting, in particular under the conditions set out in Order No. 2020-318 of 25 March 2020. Listed companies that wish to postpone their general shareholders’ meeting must inform their shareholders of this as soon as possible in a press release that is effectively and fully disseminated.
Lastly, companies that change their dividend pay-out proposal, the date of said pay-out or the payment procedure, must disclose this information as soon as possible.
About the AMF
The AMF is an independent public authority responsible for ensuring that savings invested in financial products are protected and that investors are provided with adequate information. The AMF also supervises the orderly operations of markets.Visit our website https://www.amf-france.org
 Article L. 225-106 III, Para 5 -106 of the Commercial Code
 Article R. 225-78 3 of the Commercial Code
 Articles L. 225-115, L. 255-116 and L. 225-117 of the Commercial Code