Corporations Act 2001

A notice of a meeting of a company’s members must:

set out:

if there is only one location at which the members who are entitled to physically attend the meeting may do so—the date, time and place for the meeting; and

if there are 2 or more locations at which the members who are entitled to physically attend the meeting may do so—the date and time for the meeting at each location, and the main location for the meeting; and

if virtual meeting technology is to be used in holding the meeting—sufficient information to allow the members to participate in the meeting by means of the technology; and

state the general nature of the meeting’s business; and

if a special resolution is to be proposed at the meeting—set out an intention to propose the special resolution and state the resolution; and

if a member is entitled to appoint a proxy—contain a statement setting out the following information:

that the member has a right to appoint a proxy;

whether or not the proxy needs to be a member of the company;

that a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

There may be other requirements for disclosure to members.

The notice of the AGM of a listed company must also:

inform members that the resolution referred to in subsection 250R(2) (resolution on remuneration report) will be put at the AGM; and

if at the previous AGM at least 25% of the votes cast on a resolution that the remuneration report be adopted were against adoption of the report (but the same was not the case at the AGM before that):

explain the circumstances in which subsection 250V(1) would apply; and

inform members that the resolution described in subsection 250V(1) as the spill resolution will be put at the AGM if that subsection applies.

Subsection 250R(2) requires a resolution to adopt a remuneration report for a listed company to be put to the vote at the company’s AGM.

The information included in the notice of meeting must be worded and presented in a clear, concise and effective manner.