By GEO 62/2020, in force since May 8, 2020, the Romanian Government passed various measures to facilitate shareholders meetings for both limited liability companies and joint stock companies (other than listed companies, for which specific regulations are in place), during the state of emergency in Romania, including the following:

1. The ordinance adopts more flexible means of summoning. In addition to the previously existing methods (including publishing the summoning notice in the Official Gazette of Romania and in a widely read newspaper), during the state of emergency, general meetings of shareholders may be summoned by any means of distance communication that ensures the transmission of the text, provided that each shareholder has communicated in writing his/her postal address, e-mail address, fax number or other contact details, as the case may be.

The statutory body empowered to summon the general meeting shall decide upon the specific method or combination of methods of summoning (e.g., by courier, email signed with electronic signature, fax).

2. The communication of information and documents to be provided in connection with the agenda has been simplified as well. The company can provide such information and documents (including, for example, annual financial statements and the management report) by publishing them on the company's website (if existing), or by sending them to the shareholders by e-mail (or if not possible, upon request, by mail or courier).

3. Attendance at the shareholders meeting can be by correspondence or by electronic means of direct distance communication (meeting the technical requirements described by GEO 62/2020), regardless of whether the relevant articles of association prohibit or fail to provide for such means of attendance.

4. For general meetings of shareholders held exclusively by correspondence, the provisions of Companies Law no. 31/1990 that imply physical presence are not applicable, and in this case, those persons are not required to participate physically at the general meeting.

5. Decisions of general meetings of shareholders may be signed using an extended electronic signature.

6. In the case of general meetings of shareholders held after the establishment of the state of emergency, but before the entry into force of GEO 62/2020, the decisions adopted will not be annulled for non-compliance with the relevant legal provisions if, with the consent of all shareholders, the meeting was conducted in accordance with the GEO 62/2020.

7. The five-month deadline provided by the Company Law for the annual general meeting of shareholders was extended to July 31, 2020, in order to align the provisions from the Company Law with GO 48/2020, which had already extended the deadline for filing the financial statement to July 31, 2020.

Meetings of the collective management or supervisory bodies of the companies can also be held through direct distance communication, regardless of the object of the decision.

These provisions will be applicable to general meetings gathered after the cessation of the state of emergency in Romania, as well as to general meetings summoned and convened in the first two months after the cessation of the state of emergency, even though this state ended on May 15 and will be replaced by the “state of alert”.