Extraordinary General Meeting Notice (Australia)

An Extraordinary General Meeting Notice in Australia records a formal company decision and the meeting at which it was made, in the form required for company records under the Corporations Act 2001 (Cth).

The Corporations Act 2001 (Cth) is the principal legislation governing companies and their meetings in Australia, administered and enforced by the Australian Securities and Investments Commission (ASIC). Part 2G.2 of the Act (sections 249A to 249Y) sets out the requirements for calling and holding general meetings of companies. Under section 249C, the directors of a company may call a general meeting at any time. Under section 249D, members holding at least 5% of the votes that may be cast at a general meeting may request that the directors call a meeting, and if the directors fail to do so within 21 days of the request, the requesting members may call the meeting themselves under section 249F, at the company's expense.

The minimum notice period for an EGM under section 249H of the Corporations Act 2001 (Cth) is 28 days for listed public companies and companies with more than 50 members. For proprietary companies (Pty Ltd), the constitution commonly specifies a shorter notice period — often 21 days — but if the constitution is silent, the 28-day statutory minimum applies. The notice period runs from the date the notice is dispatched to members to the date of the meeting. For listed companies subject to ASX Listing Rule 3.13, notice of the EGM must also be given to ASX at the same time it is given to shareholders. Section 249L of the Corporations Act specifies the minimum content requirements for meeting notices.

Special resolutions under the Corporations Act require 75% of the votes cast at the meeting to be in favour, and the full text of any proposed special resolution must be set out in the notice under section 249L(c). Ordinary resolutions require a simple majority (more than 50%) of votes cast. Common matters requiring a special resolution include altering the company's constitution (section 136), changing the company's name (section 157), reducing share capital (section 256B), and approving a selective buy-back of shares (section 257D).

ASIC's regulatory guidance — including Regulatory Guide 110 (Maintenance of registers) and Regulatory Guide 111 (Content of expert reports) for transaction-related EGMs — sets out additional disclosure requirements for EGMs convened to approve significant transactions, including related-party transactions under Chapter 2E of the Corporations Act 2001 and transactions involving financial assistance under section 260A. For listed companies, ASX Listing Rule Chapter 10 governs related-party transactions requiring shareholder approval, and ASIC's guidance on independent expert reports may require an independent expert's report to be included with or accompany the EGM notice.

The Federal Court of Australia and the Supreme Courts of each state and territory have jurisdiction over disputes concerning the validity of EGMs and the conduct of company meetings under the Corporations Act 2001 (Cth). Section 1325 of the Act gives the court power to make orders declaring a resolution passed at a meeting void where the meeting was not validly called or the resolution was not properly carried.

An EGM Notice is required whenever an Australian company needs to put a matter to a shareholder vote outside the annual general meeting cycle. The following situations commonly require an EGM.

**Mergers, Acquisitions and Major Transactions**

Where a company proposes to acquire another business, undertake a significant asset purchase, or enter into a transaction that constitutes a significant change in the nature or scale of its activities, shareholder approval may be required under the company's constitution or the ASX Listing Rules (for listed companies). An EGM allows shareholders to consider, ask questions about, and vote on the proposed transaction on an informed basis before it is completed.

**Capital Raising and Share Issues**

For listed companies, ASX Listing Rule 7.1 limits the amount of new equity that can be issued without shareholder approval to 15% of existing capital in any 12-month period. Placements or capital raisings that exceed this threshold require shareholder approval at an EGM. Proprietary companies proposing to issue shares to new investors — particularly where the issue will dilute existing shareholders significantly — may also need to convene an EGM to approve the issue under the company's constitution.

**Removal or Appointment of Directors**

Under section 203D of the Corporations Act 2001 (Cth), members of a public company may remove a director by ordinary resolution at a general meeting (with special notice requirements). For proprietary companies, the procedure for removing directors is often set out in the company's constitution. Where a dispute between shareholders has resulted in a deadlock at board level, members holding 5% or more of voting shares may use their right under section 249D to requisition an EGM to resolve the dispute.

**Amending the Company Constitution**

Amending a company's constitution requires a special resolution under section 136 of the Corporations Act — a 75% majority of votes cast at a properly convened general meeting. An EGM is the appropriate vehicle for putting a proposed constitutional amendment to members, with the full text of the proposed changes set out in the notice.

**Approving Related-Party Transactions**

Chapter 2E of the Corporations Act 2001 (Cth) requires public companies to obtain shareholder approval before providing a financial benefit to a related party of the company (including directors, their close associates, and controlling entities). An EGM is typically convened to seek this approval, with a detailed explanatory memorandum prepared in accordance with section 219 of the Act and, for significant transactions, an independent expert's report assessing whether the transaction is fair and reasonable.

**Urgent Matters Between AGMs**

Where a matter is genuinely time-sensitive and cannot wait until the company's next AGM — for example, a proposed acquisition with an expiring deadline, a regulatory deadline for a constitutional amendment, or a governance crisis requiring immediate director changes — an EGM is the appropriate mechanism. The EGM notice must still comply with the statutory minimum notice period under section 249H of the Corporations Act, so companies should allow adequate lead time.

A valid EGM Notice under the Corporations Act 2001 (Cth) must satisfy the requirements of section 249L and the company's constitution, and should include the following components.

**Company Details and Meeting Information**

The notice must state the full legal name of the company, its ACN or ABN, and the date, time, and place (or electronic platform, if the meeting is to be held virtually or as a hybrid meeting) of the EGM. For listed companies, virtual or hybrid meetings must comply with the requirements of the company's constitution and ASX Listing Rule 14.2, as well as Part 2G.2 of the Corporations Act as amended by the Corporations Amendment (Meetings and Documents) Act 2022 (Cth).

**Agenda and Items of Business**

The notice must set out the general nature of the business to be transacted at the meeting in sufficient detail for members to understand what is being proposed and to decide whether to attend or appoint a proxy. Each agenda item should be described separately, with a clear statement of whether it is an ordinary resolution (simple majority) or a special resolution (75% majority). Vague agenda descriptions such as "other business" are generally insufficient for matters that require a specific resolution.

**Full Text of Special Resolutions**

Under section 249L(c) of the Corporations Act 2001 (Cth), the notice must set out the full text of any proposed special resolution in its entirety. The resolution must be reproduced verbatim — members must know exactly what they are voting on.

**Explanatory Memorandum**

For complex or material transactions, the notice should be accompanied by an explanatory memorandum that provides members with sufficient information to make an informed decision about how to vote. For related-party transactions under Chapter 2E, the explanatory memorandum must include the disclosure required by section 219 of the Corporations Act, including details of the benefit to be provided and the reasons the directors recommend approval.

**Proxy Appointment Information**

Under section 249L(d), the notice must state that a member entitled to attend and vote at the meeting may appoint a proxy, and must include the proxy appointment form (or information about how to obtain one). The proxy appointment deadline — typically 48 hours before the meeting under section 250B — must be stated. For listed companies, ASIC's guidance on undirected proxies (RG 249) may be relevant.

**Quorum Requirements**

The notice should state the quorum required for the meeting to proceed. For proprietary companies, the default quorum under section 249T of the Corporations Act is 2 members, unless the constitution specifies otherwise. For public companies, the quorum is also 2 members unless the constitution requires more.

**Record Date**

For listed companies, the record date — the date on which membership is determined for voting purposes — should be stated in the notice, consistent with ASX Listing Rule 7.11.

**Board Recommendation and Independent Advice**

For material transactions, the notice should clearly state the board's recommendation on how members should vote, and should disclose whether any director has a conflict of interest in relation to the matter. Where an independent expert's report has been commissioned (as required or recommended by ASIC for certain related-party transactions and capital raisings), the report should be attached to the notice. The forms-legal.com Extraordinary General Meeting Notice (Australia) template covers all mandatory section 249L content requirements and is suitable for both proprietary and public companies across all Australian states and territories.