LUXEMBOURG Law and Practice Contributed by: Philipp Mössner, Anna Lindner, Chara Papagiannidi and Maria Gusinski, GSK Stockmann SA
2.4 Information and Documents Relating to the Meeting All shareholders of a company – including the hold- ers of non-voting shares, if any – shall be notified in case of a general meeting and therefore receive the convening notice and related documentation. Luxembourg law does not grant shareholders a con- tinuous right to information on the management of the company. However, in order to be able to effectively exercise their voting rights, shareholders shall receive the necessary information related to the agenda items of the general meeting before the general meeting. For this purpose, the company shall make certain docu- ments available at its registered office for sharehold- ers’ inspection, including the annual accounts, the management report and the list of shareholders who have not paid up their shares. In practice, all informa- tion is made available online. During the general meeting, shareholders have the right to ask questions in relation to the various agenda items. However, the company’s management is not obliged to respond to all the questions if doing so would risk revealing confidential information. Every shareholder of an S.à r.l. has the right to inspect the company’s share register, but this right does not apply to shareholders of an SA. 2.5 Format of Meeting The articles of association of a company may author- ise the shareholders to participate in a general meet- ing by way of videoconference or by way of telecom- munication means permitting their identification. This applies to both S.à r.l.s and SAs. 2.6 Quorum, Voting Requirements and Proposal of Resolutions As mentioned in 1.4 Variation of Shareholders’ Rights , 2.1 Types of Meeting, Notice and Calling a Meeting and 2.2 Notice of Shareholders’ Meetings , two different kinds of meetings are commonly held in Luxembourg: • (ordinary) general meetings, where no quorum is required; and
• the discharge of the directors (one-tier structure), the supervisory board and management board members (two-tier structure); and • the appointment and/or renewal of the mandate of the company’s auditor. Further items can be added to the agenda. The board of directors may convene further general meetings at its discretion. Such meetings may take the form of an ordinary general meeting (OGM) or an extraordinary general meeting (EGM) in case of an amendment of the company’s articles of association. 2.2 Notice of Shareholders’ Meetings The notice periods that apply to an AGM (see 2.1 Types of Meeting, Notice and Calling a Meeting ) also apply to the other two forms of general meetings – ie, OGM and EGM. For listed companies, if a new convening notice is necessary because of a lack of the required quorum at the first convened meeting, and if no new item has been added to the agenda, the convening period of 30 days is reduced to at least 17 days before the meet- ing. 2.3 Procedure and Criteria for Calling a General Meeting In an SA, general meetings are usually convened by the board of directors (one-tier) or the manage- ment board (two-tier), but shareholders representing one tenth of the corporate capital may also request the board of directors, the management board, the supervisory board or supervisory auditors, as the case may be, to convene a general meeting. In practice, the shareholders would exercise such right only in spe- cial situations – eg, when they consider their financial interests to be threatened. Once the shareholders have requested the convening of the meeting, the respective organ is obliged to convene it so that it is held within a period of one month. In an S.à r.l., general meetings are convened by the manager(s). However, shareholder(s) representing more than half of the share capital of the company can step in and convene a general meeting if the manager has failed to proceed.
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