S.L. 386.23 Art. 5Annual general meeting held remotely.

(1) Notwithstanding anything contained in the

Memorandum and Articles of Association of a company, any annual general meeting or any extraordinary general meeting may be validly held remotely in accordance with sub-regulation (2).

(2) Where an annual general meeting or any extraordinary general meeting is convened remotely, the following rules shall apply:

(a) the quorum applicable for the holding of the meetings, shall be that set out in the Memorandum and Articles of Association of the company, provided that notwithstanding the provisions of the Memorandum and Articles of Association, the quorum may consist of a person or persons who are present at a meeting by proxy and no physical attendance of shareholders shall be

*These regulations have been repealed by Legal Notice 41 of 2023. GENERAL MEETINGS)

allowed at the meeting.

(b) shareholders shall only be able to appoint the Chairman of the meeting as their proxy and may indicate on the form of proxy how the Chairman as such proxy is to vote on each resolution put to the meeting.

(c) sufficient time must be allowed for shareholders to ask questions which are pertinent and related to the items on the agenda of the meeting in advance, whether by electronic means or by letter addressed to the company. Such questions will be answered by the directors or by such person as the directors may delegate for that purpose.

(d) an invitation to ask questions shall be contained in the notice convening the general meeting and shareholders shall be allowed time to submit such questions in writing up to forty-eight

(48) hours prior to the meeting. The company shall provide an answer to the questions on its website within forty-eight (48) hours from the termination of the meeting. Provided that the company may provide an overall answer to questions having the same content and that the company may take reasonable measures to ensure the identification of the shareholder or the proxy.