AGM countdown: How to prepare for key deadlines, compliance traps and a smooth annual meeting season

Another financial year has drawn to a close.

For most public companies, their boards, management teams and company secretaries will spend the next couple of months devoted to the numbers. It is also important to note that AGM season is not too far away and some early attention to the content of the AGM notice of meeting might help to avoid some October angst.

In this article, we discuss how to be AGM ready and the importance of understanding your company’s obligations.

Timing is everything

Nothing has changed here, but it is always worthwhile remembering that:

• ASX requires 5 business days to review any notice of meeting (including the proxy form) containing a resolution for Listing Rule approval, and any comments/amendments will re-set that time period (although ASX will endeavour (but not guarantee) to complete its review within the original timeframe);
• any ASX waivers required for meetings need to be obtained prior to submission of the draft for ASX review (for which you must allow sufficient time depending upon whether you are after a standard waiver or a non-standard waiver); and
• Chapter 2E related party resolutions (e.g. director shares/options/performance rights) must be lodged in final form with ASIC at least 14 days before issue of the notice. Whilst an abridgement of time to reduce the 14 day period is available at ASIC’s discretion (whether you’re simply running late or need to re-lodge an amended version of a notice to make corrections requested by ASIC) this involves a fee of $130 per new lodgement (in addition to the initial $802 lodgement fee) and there is no guarantee of an abridgement being granted if a period of less than 7 days is requested.

Best practice dictates that the ASX process is completed before the ASIC process commences, otherwise there is the risk that an overlap in processes may result in additional ASIC re-lodgement fees to update for corrections requested by ASX or, worse case, a refusal of an abridgement application.

When at least 28 days’ notice of the meeting is added to this, plus the addition of sufficient time for notice preparation (confer with your share registry around the dispatch preparation time required depending upon the method of delivery), and the deemed period for receipt of notices by shareholders (check the notice provisions under your constitution based upon the method of delivery), an advanced draft of the notice of meeting may need to be available by the end of September in readiness for submission for regulatory approval in early October and approval by late October.

Your 13 week countdown has already commenced.

The formalities

Aside from the approval of the resolution report and conduct of board elections, what else may you need to consider?

Typical resolutions relate to:

• ASX Listing Rule 7.4 placement capacity refreshment – seek ratification of the issue of those placement shares and options issued during the year so that your 15% placement capacity is restored;
• adding an additional 10% to your available placement capacity under ASX Listing Rule 7.1A – you only get one chance per year at the AGM to request this, so consider if this is something you may wish to have up your sleeve for the coming year;
• for your employee share plan to continue to satisfy the exemption under Exception 13 of ASX Listing Rule 7.2 (and ensure securities issued under it are not counted towards placement capacity), it must be re-approved every 3 years;
• if your company’s constitution contains a provision dealing with proportional takeovers (essentially a takeover bid where the bidder seeks a percentage of each shareholder’s parcel), this provision also needs to be renewed every 3 years (by special resolution); and
• ASX Listing Rule 10.11 approvals for issues of securities to directors, whether in lieu of remuneration, in payment of incentives or for other purposes.

Which of these may your company require this year?

ASX focus items

In its May 2025 Compliance Update, ASX provided a reminder around the operation of Listing Rule 7.1A, in order to access the additional 10% placement capacity available. These concerned:

• confirmation of some of the key criteria, involving eligibility, expiry of the approval, restrictions on application, and the calculation of the maximum number;
• a reminder that the information in the notice of meeting for the purposes of Listing Rule 7.3A.4 should be accompanied by a potential dilution table with at least 3 different price issues and variable A values, with one highlighting a doubling of the number of shares on issue, and one highlighting a 50% drop in the share price;
• a reminder that the information in the notice of meeting for the purposes of Listing Rule 7.3A.5 concerning the allocation policy should address the question, in as much detail as is reasonably practicable, of how the company intends to determine the recipients of securities under the Listing Rule 7.1A mandate; and
• a reminder that an approval under Listing Rule 7.1A does not have the effect of ratifying securities already issued. An entity must seek separate ratification of any securities issued in the previous 12 months if it wants to ensure that the full 10% is available when the mandate is obtained.

It was also accompanied by a general reminder that companies have the responsibility to undertake appropriate due diligence to verify available placement from time to time – supported by lodgement with their adviser of the ASX form of editable worksheet available on the ASX platform (which the company should ensure is accurate, rather than requesting pre-vetting by ASX, or relying upon ASX identification of errors).

ASIC focus items

Almost every year, ASIC releases comments in relation to its review of related party approvals. We have previously reported on comments from the 2023 AGM season. 

From the 2024 AGM season, ASIC have provided a reminder under their October and December 2024 Corporate Updates that:

• approvals under Chapter 2E must be issued within 15 months of approval (despite LR10.15.7 allowing 3 years from meeting) and that it is best practice to specify, as far as practically known, when they will be issued (rather than provide generic guidance);
• boards must provide sufficient reasons for recommendations given in relation to related party resolutions, noting several instances where no reasons were provided, or the reason provided was insufficient (e.g. explained the benefit to the recipient, rather than the company);
• notices must be lodged with them in final form and not as drafts, so watermarks such as “draft” and “confidential” must be removed and placeholder text can only be used for non-material information (which does not extend to date, place and time of meeting or VWAP calculations, which should be completed based upon information available at date of lodgement).

Early preparation of notice materials and attention to the requirements of each regulator will ensure a smooth path through the regulatory review process and avoid the angst of the last minute rush.