| The ASX has provided a compliance update on the upcoming AGM season and the Annual Report deadline for entities with a 30 June balance date. A summary of the key points from the update are as follows: AGM Season Guidance ASX has outlined important reminders for listed entities preparing their notices of meeting for the 2024 AGM season, based on observations from 2023. Key points include:Submission Requirements: All necessary documents, including the proxy form, any documents to be sent to security holders, and materials for constitutional amendments, must be submitted before ASX can review the notice under Listing Rule 15.1.Voting Exclusion Statements: Exclusion statements related to voting must follow Listing Rule 14.11, which addresses situations where individuals or groups are excluded from voting on specific resolutions.Corporations Act Meetings: Draft meeting documents do not need to be submitted to ASX under Listing Rule 15.1 if the only business being considered is mandated by the Corporations Act, such as receiving financial statements or electing directors. In these cases, entities can finalize and submit documents directly through ASX Online.Waiver Requests Related to Meeting Materials: The 5 business day review period for ASX’s examination of meeting materials under Listing Rule 15.1 does not include the time needed to process waiver requests. If an entity applies for a waiver, the waiver application process can take additional time. Waivers often come with conditions requiring further disclosure in the notice of meeting, so entities should be cautious about finalizing notices before ASX processes any associated waiver applications. Guidance Note 17 provides more information about standard and non-standard waiver processing times.Resolution and Explanatory Material Disclosure: Entities are required to follow ASX rules when preparing resolutions and their accompanying explanatory materials for shareholder meetings. Specifically:Recipient Disclosure: The names or identification method for the individuals or entities receiving securities must be disclosed in the notice of meeting under Listing Rules 7.3.1, 7.3A.6(b), and 7.5.1. Identifying recipients by reference only to their share class is insufficient unless otherwise permitted.Listing Rule 14.1A Requirements: Notices of meeting seeking shareholder approval under the Listing Rules must include a summary of the relevant rule and the consequences if approval is not obtained.Clear and Centralized Information: All information required by the Listing Rules (for example, under Listing Rule 7.3) should be grouped in one section of the notice under a clear heading. This organization ensures easier review by ASX and better comprehension by shareholders.Employee Incentive Scheme Disclosures: Entities seeking approval for issues of securities under an employee incentive scheme pursuant to Listing Rule 7.2 exception 13 must specify a fixed maximum number of securities to be issued. The maximum cannot be a floating cap, such as a percentage of the entity’s issued capital. Instead, it must be a concrete number.Supplementary Disclosure Requirements: If new or materially different information arises after a notice of meeting has been issued but before the resolution is voted on, entities may need to make supplementary disclosures to security holders. This should be done promptly, with ASX suggesting that at least 10 days’ notice is provided to allow security holders sufficient time to assess the new information and obtain advice. In cases where less time is available, it may be appropriate for the meeting to be adjourned or a new meeting called. Supplementary disclosures should be delivered to security holders in the same manner as the original notice.Short Notice for Additional Resolutions: Sometimes entities propose new resolutions after ASX has already reviewed and approved the original notice of meeting. ASX may decline to review any additional resolutions (e.g., under Listing Rule 7.1) submitted with less than 28 days’ notice unless legal advice is provided confirming that the resolutions will be valid even with shorter notice.Annual Report Submission Requirements For entities with a 30 June balance date, annual reports must be submitted by 31 October 2024. Listed registered schemes with the same balance date have an earlier deadline of 30 September 2024. These reports must include all additional information mandated by Listing Rules 4.10.1 to 4.10.22, such as:Corporate Governance Statements: These statements must specify a date on which they are current and confirm that they have been approved by the board (Listing Rule 4.10.3).Security Holder Distribution Schedules: This data must include both the number of security holders and the percentage of securities held in each category (Listing Rule 4.10.7). |
| If you would like any advice on this or any other update, please contact Glenn Vassallo (gv@grtlawyers.com or 0422 857 760), Scott Standen (scott.standen@grtlawyers.com or 0447 790 009) or Ashley Hill (ashley.hill@grtlawyers.com or 0415 150 866). |
