Last May 19, the Executive Power issued Decree No. 3605 (the Decree) establishing an extraordinary regime of measures for the holding of assemblies and remote meetings of the corporate bodies of corporations using telematic means.

As stated in the Decree Recital, the objective is to provide a regulatory basis to enable the normal functioning of collegiate bodies, such as assemblies or board meetings, within the framework of the sanitary emergency and, at the same time, to comply with the sanitary measures in force.

Consequently, an exceptional authorization arises and for a limited period of time, until December 31, 2020, for the collegiate bodies of corporations to opt to use telematic means or digital and/or electronic platforms to hold remote meetings, which allow their members to be present and participate for the exercise of rights and obligations, in real time and simultaneously with the other participants, on the items on the agenda.

Pursuant to Art. 2 of the Decree, the holding of meetings by telematic means is an option of the collegiate body. In fact, the collegiate body has the power, but not the obligation, to convene and hold meetings remotely and by telematic means, provided that a series of requirements are met, which are set forth below:


1. Notice - The company shall publish the notice of meeting and shall state the following in the notice:

1.1. The telematic means through which participation may be made.
1.2. The company's valid e-mail address for communications.
1.3. The mechanism for the accreditation of the right to participate in the meeting within the established legal term. It is important to highlight that this requirement refers to the deposit of the shares no less than three business days prior to the date set, as provided in Article 1084 of the Civil Code, for which the shareholder's submission of a certificate in digital format issued by a depository entity (banking entity) or by a notary public, indicating the number of shares deposited, type of share, rights granted and number of votes, shall be considered acceptable. Likewise, the shareholder who sends the certificate via e-mail must notify the company the valid e-mail address to which the company must send the information regarding the meeting, as well as the information regarding whether he/she will participate in the meeting through a proxy, in which case he/she must attach the corresponding supporting document.

2. Invitation - The company shall send to the shareholder's mail the invitation to the meeting with the following information:

2.1. Telematic means through which the meeting will be held and information necessary for remote assistance.
2.2. Telematic means by which the information on the items on the agenda may be consulted.
2.3. How to participate in discussions and deliberations.
2.4. Form and means of casting the vote.

3. Obligations for the company during the assembly act:

3.1. To allow simultaneous participation (audio and video) of accredited persons.
3.2. To allow the participation with voice and vote of the accredited persons and of the members of the body (chairman and secretary of the assembly, trustee).
3.3. Allow access to the documents to be analyzed by the body.

4. Obligations for the company after the meeting:

4.1. Transcribe or print in the corporate book the deliberations and resolutions of the meeting, indicating the persons who attended and participated in the meeting; the transcription must be signed by the persons determined by law (president, secretary, two shareholders or their representatives, trustee). Pursuant to the provisions of the Decree, with the inclusion of the attendees in the minutes and the corresponding telematic records, the requirements for signing the meeting attendance book are deemed to be fulfilled.
4.2. To have a complete recording of the meeting, in digital format, which must be kept for five years and be available to shareholders and competent bodies.