Key takeaways
Review all current shareholder approvals – is your company eligible and/or is it time for renewal?
Have regard to the Corporations Act, the ASX Listing Rules, and the Company Constitution when considering compliance.
Feedback from industry stakeholders indicate that companies should continue to be transparent and actively engage with shareholders.
The end of financial year has now been and gone, auditors are in the midst of their reviews, and annual reports are being prepared. Additionally, over the next few months, boards and company secretaries of most listed entities will be considering various Annual General Meeting (AGM) and Notice of Meeting (NOM) obligations imposed by the Corporations Act 2001 (Cth) (Corporations Act), ASX Listing Rules and their own Company Constitutions, all while remaining responsive to evolving shareholder expectations.
We outline what ASX-listed companies should have on their radar to be AGM ready in what can be a very busy time for directors and key management personnel.
Shareholder voting: A quick refresh
Each AGM and the shareholder resolutions considered at such meetings will differ from year to year. Set out below is an outline of standard shareholder resolutions outside of those relating to board elections, remuneration reports and financial statements that ASX-listed companies (and their shareholders) are frequently required to consider:
- approval and ratification of issues of equity securities to not take up or to otherwise restore 15% placement capacity (ASX Listing Rules 7.1 and 7.4);
- approval to increase placement capacity by an additional 10%, if eligible, by way of special resolution (ASX Listing Rule 7.1A);
- approval for issues of equity securities to directors, their associates, and certain substantial shareholders1 (ASX Listing Rules 10.11 and 10.14);
- approval to ensure any securities issued under an employee incentive scheme do not count towards placement capacity (ASX Listing Rule 7.2 (exception 13)). This approval must be refreshed every 3 years; and
- if applicable pursuant to the Company Constitution, approval for renewal of proportional takeover provisions.2 This rule must also be reapproved by special resolution every 3 years.
The above approvals are intended as examples of approvals only; companies should consider their individual circumstances as part of determining which shareholder approvals should be sought.
The compliance calendar: Know your deadlines
We have set out the key milestones ASX-listed companies should consider ahead of each AGM season below. Broadly speaking, entities should consider the provisions of their individual Company Constitution in conjunction with the ASX Listing Rules and Corporations Act to the extent required.
| Milestone | Deadline | ASX Listing Rules | Corporations Act |
|---|---|---|---|
| Inform ASX of AGM date and director nomination closing date for persons wishing to be considered for election as a director | At least 5 business days prior to the director nomination closing date | LR 3.13.1 | |
| Accept nominations for the election of directors | Up to 35 business days³ before the date of the relevant meeting, unless the Company Constitution provides otherwise | LR 14.3 | |
| Submit draft NOM to ASX for review | At least 5 business days before NOM is proposed to be given to shareholders (subject to any required ASIC approval) | LR 15.1 | |
| If required, lodge NOM with ASIC for approval⁴ | At least 14 days before NOM is proposed to be given to shareholders⁵ | s 218 / Ch 2E | |
| Give NOM to shareholders, directors, auditor and ASX | At least 28 days before date of AGM⁶ | LR 3.17.1 | ss 249HA, 249J and 249K |
| AGM | No later than 5 months after the end of financial year | s 250N | |
| Results of AGM released to ASX | Immediately after AGM | LR 3.13.2 | See also ss 251A and 251AA |
The above table is not exhaustive; milestones and deadlines may differ depending on each company’s circumstances. Please reach out to any of our Key Contacts for a tailored understanding of your company’s obligations.
Dos and don’ts: Reflecting on 2025 AGMs
As should occur as part of the preparation for every shareholder meeting, boards and management should continue to have regard to shareholder sentiment when considering which approvals are to be sought. The Computershare and Georgeson 2025 AGM Intelligence Report provides a helpful insight into recent corporate governance scrutiny and shareholder voting trends. The Report details that 2025 AGMs recorded a decline in director remuneration strikes and board-nominated director candidate scrutiny.7 This decline does not however imply that shareholders have reduced their expectations of a company’s board and management; context, transparency and early engagement positively shape shareholder votes and company officers should continue to be mindful of the same, particularly during this period.8
On the other hand, it was reported by the same research that environmental, social, and governance (or “ESG”) proposals and “Say on Climate” resolutions were prominent for yet another year. The Report advises that climate-related disclosures that reflect credible progress and integration into a company’s strategy, capital allocation and risk management were considered favourable by shareholders.9 Relevantly, ASIC has announced one of its surveillance focus areas for FY26-27 will be sustainability reports submitted by “Group 1” entities,10 pursuant to the sustainability reporting obligations that commenced on 1 January 2025. HopgoodGanim has previously provided analysis on mandatory sustainability reporting: Mandatory climate-related financial reporting: Preparing for Australia’s upcoming disclosure requirements.
Additionally, Computershare and Georgeson reported that institutional investors took a step away from proxy advisor recommendations and applied a “more bespoke and independent” approach to voting, which “contributed to more varied, and, at times, less predictable outcomes” in 2025.11 This independence further reinforces the importance of active engagement and understanding the priorities of shareholders by relevant company officers, and should be regarded as a key takeaway for the upcoming meeting cycle.
As always, early preparation of meeting materials, awareness of shareholder trends and attitudes, and familiarity with each regulator’s requirements and focus areas are essential for a successful AGM season. Boards and management personnel of listed companies should continue to be cognisant of balancing these matters with legal and regulatory expectations not only at AGM season but throughout the calendar year to avoid being “sprung” with any surprises from both shareholders and regulators.
We're ready to assist
1 See ASX Listing Rules 10.11 and 10.14 for the precise categories of persons caught by these rules.
2 See section 648G of the Corporations Act.
3 Or, in the case of a meeting that shareholders have requested to call, 30 business days.
4 Lodgement with ASIC is required, if for example a proposed resolution confers a related party benefit and shareholder approval under Chapter 2E is required.
5 An abridgement of this time period is available at ASIC’s discretion if separately applied for by the company. This process involves payment of an application fee (in addition to the standard fee for lodging a NOM with ASIC) and there is no guarantee of an abridgement being granted if a review period of less than 7 days is requested.
6 This period may be longer if additional time is required before notice is deemed to be given under the Company Constitution.
7 Computershare and Georgeson – Australian AGM Intelligence Report 2025 (slides 5 and 6) – available at: https://www.computershare.com/....
8 Ibid, slide 7.
9 Ibid, slides 8 and 9.
10 For the definition of a Group 1 entity, see Mandatory climate-related financial reporting: Preparing for Australia’s upcoming disclosure requirements.
11 Above n 7, slide 10.