AGM season 2025: key considerations and recent updates

• The AGM of an ASX listed company (absent ASIC relief) must be held within five months of the end of its financial year. For a company with a 30 June financial year end, the last day to hold the AGM is Friday, 28 November 2025. To allow for proper planning, the proposed date for the AGM needs to be determined well in advance. It is important to check the company constitution to ensure any other timing requirements are observed.
• If the AGM contains Chapter 2E related party resolutions, the AGM notice must be lodged with ASIC at least 14 days before the notice is issued (subject to an abridgement being granted).
• Draft AGM notices containing listing rule resolutions must be submitted to ASX for review before circulation to members. ASX may take five business days to advise whether it objects to a draft notice (and may extend that deadline if it requires further time to review the document). Where a company requires listing rule waivers in connection with the notice of AGM, additional time to review should be allowed, as the five-business day period does not include the time needed to obtain a waiver. In accordance with ASX Guidance Note 17, between 10 to 20 business days (depending on whether the application is for a standard waiver) should be allowed after lodging the waiver application with ASX.

• Listed entities must announce their AGM date as well as the closing date for director nominations via ASX at least five business days before the closing date for receipt of nominations for director elections.
• ASX has noted that this requirement can be satisfied by providing it with a ‘corporate calendar’ setting out these dates, and any other key dates that the company wishes to include.
• This announcement should be made once the time and plan for the AGM is finalised and is separate and prior to the release of the full AGM notice. 

• Companies are permitted to hold an entirely virtual meeting, subject to provision in its constitution or otherwise with ASIC relief. If virtual meetings are not permitted by your company's constitution, it is worth considering putting appropriate amendments to members at the upcoming AGM.
• Members must be provided with a ‘reasonable opportunity to participate’ at AGMs regardless of the format of the meeting. ASIC has emphasised the expectation that where companies decide to hold a virtual only meeting, members must be afforded equivalent engagement and participation opportunities as would be the case for in-person meetings, including allowing the opportunity to ask questions and make written and verbal comments.

In addition to the usual AGM resolutions (remuneration report, director rotations and elections), when planning the agenda consideration should be given to whether:

• a strike was received against the previous year’s remuneration report (ie 25% or more voted ‘no’). If so, be prepared for a spill resolution in the event that a second strike is received;
• the company’s constitution contains proportional takeover provisions, and it has been three years since they have been renewed. If so, consider if these should be renewed;
• amendments have been made to the entity’s employee equity plans, or it has been three years since the employee equity plans have been renewed. If so, these should be renewed;
• equity securities have been issued during the past 12 months. If so, consider member ratification of those issued securities to preserve placement capacity under listing rules 7.1 and 7.1A; and
• the company is a mid-cap entity with a market capitalisation of less than $300 million and not included the S&P/ASX300 Index. If so, consider seeking approval under listing rule 7.1A for an additional 10% placement capacity. ASX’s recent compliance update no. 05/25 reminds entities that approval for the additional 10% capacity can only be obtained at the AGM by special resolution, as mandated by listing rule 7.1A.

• Companies should be aware that all listing rule resolutions must be decided by poll rather than on a show of hands. In addition, it is considered good governance for all resolutions by listed entities to be decided by poll to ensure a properly managed and documented voting process.
• It is also important to be aware that members with 5% of the votes that may be cast at the meeting may request the appointment of an independent person to observe the taking of the poll and to prepare a report on the conduct of the poll. Members with 5% of the votes can also appoint an independent to scrutinise the outcome of the poll and prepare a report. Your legal advisors and share registry should be your first points of contact if you receive such a request.
• It is important to carefully consider who can vote on each resolution proposed at the AGM. Some resolutions, like those in relation to management remuneration, have mandatory voting exclusions. It is essential to ensure identification of resolutions such exclusions apply to and take steps to ensure that these voting exclusions are complied with.

Hall & Wilcox has extensive experience advising listed and unlisted entities on all technical and practical aspects of their AGMs, including virtual and hybrid meetings and best practice for shareholder engagement. If you require any assistance with the preparation or holding of your AGM, please contact our team.

This article was written with assistance by Chelsea Elphinstone and Nancy Du, Law Graduates.