The Belgian Act of Dec. 20, 2010, regarding the exercise of certain shareholders’ rights in listed companies (wet betreffende de uitoefening van bepaalde rechten van aandeelhouders in beursgenoteerde vennootschappen / Loi concernant l’exercice de certains droits des actionnaires de sociétés cotées ) was published in the Belgian Official Gazette on April 18, 2011 (the Act). The Act will enter into force on Jan. 1, 2012, as of which date the articles of association of the companies, where applicable, need to be amended in order to comply with the provisions of the Act.
The title of the Act is somewhat misleading though as some of the new rules do not only apply to publicly listed companies, but also to some companies that are not listed on a stock exchange. This memorandum contains an overview of the main changes introduced by the Act.
- Changes that only apply to publicly listed companies.
- Changes applicable to listed and non-listed companies.
- Conclusion
The Act has direct consequences for all listed companies with respect to the organization of shareholders’ meetings as from Jan. 1, 2012. Where required, the articles of association of listed companies will need to be amended in order to comply with the provisions of the Act. Non-listed companies may also wish to modify their articles of association in order to allow for remote participation and (electronic) voting.