Virtual scheme meetings conducted on an online platform satisfy the requirements of pt 2G.2 of the Corporations Act where shareholders have a reasonable opportunity to attend, participate and vote, even where the platform does not permit shareholders who have lodged proxies to vote at the meeting. Where executive directors will receive additional financial benefits if a scheme is approved, the issue of whether they should make a voting recommendation may be addressed by separately disclosing their recommendations from those of the independent board committee, with appropriate warnings to shareholders. Retention bonuses equivalent to approximately one year's fixed remuneration and loan forgiveness of approximately 16% of total financial benefit are not class-creating where they are modest in comparison to the total scheme consideration.
The full text is available to signed-in members, including the 17 later cases that cite this judgment.
1 of the 17 citing cases carry a classified treatment. How each court treated it is available to signed-in members.