Preparing for the 2026 AGM season: a checklist for ASX-listed boards

For companies with a 30 June year end, the annual general meeting must be held by 30 November, and the work that determines whether the meeting runs smoothly happens in the three months before the notice goes out. The AGM is also where a small-cap company banks the approvals that carry its capital raising and incentive arrangements for the year ahead. This checklist covers the timing rules, the standing resolutions worth including every year, and the traps that recur.

Timing and logistics

• Meeting deadline. A public company must hold its AGM within five months of the end of its financial year (section 250N, Corporations Act 2001 (Cth)). For a 30 June balance date, that means by 30 November.
• Notice period. A listed company must give at least 28 days’ notice of a general meeting (section 249HA). Build in additional time for printing, despatch and, where the notice contains resolutions under the Listing Rules that require it, ASX review before finalisation.
• Annual report. The annual report must be lodged and distributed within the statutory and Listing Rule deadlines ahead of the meeting, and the AGM must lay the financial report, directors’ report and auditor’s report before members.
• Meeting format. Hybrid meetings are permitted. A wholly virtual meeting is only permitted if the company’s constitution expressly allows it, following the Corporations Amendment (Meetings and Documents) Act 2022. If your constitution predates 2022 and you want virtual optionality, a constitutional amendment is itself a special resolution to plan for.

The remuneration report and the two strikes rule

The remuneration report is put to a non-binding vote each year. If 25% or more of votes cast are against, that is a strike. A second consecutive strike requires a spill resolution to be put at the same meeting, and if the spill resolution passes with 50% or more, a further meeting must be held within 90 days at which the directors (other than the managing director) face re-election. Companies carrying a first strike into the 2026 season should engage with proxy advisers and substantial holders early, and consider whether remuneration structure changes and clear disclosure of the board’s response can be settled before the notice of meeting is finalised. ASIC’s capital markets work in 2025 acknowledged stakeholder concerns with the framework, but any change requires legislation and none should be assumed for this season.

Standing capital resolutions

• The LR 7.1A mandate. An eligible entity, one outside the S&P/ASX 300 with a market capitalisation of A$300 million or less, can seek a special resolution granting an additional 10% placement capacity. Eligibility is tested at the date of the AGM, so a company expecting growth should bank the mandate while eligible. The resolution requires 75% of votes cast, and the notice must include the prescribed dilution disclosures. For most small-caps this should be a standing item every year. Our capital raising pathway selector in the Tools section models the combined 25% capacity.
• Ratification under LR 7.4. Ratifying prior issues made under LR 7.1 or 7.1A refreshes capacity from the date of ratification. It is low-cost housekeeping that preserves flexibility for the year ahead, and it belongs in every AGM notice where capacity has been used.
• Employee incentive scheme approval. Approval under LR 7.2 exception 13 takes issues under the scheme outside the 15% capacity for up to three years, provided the notice states the maximum number of securities that may be issued under the approval. Diarise the three-year expiry; a lapsed approval quietly returns every grant to the 7.1 count.

Directors and related party items

• Elections and re-elections. Check rotation requirements under the constitution and LR 14.4: a director must not hold office (without re-election) past the third AGM following their appointment or three years, whichever is longer, and a director appointed to fill a casual vacancy faces election at the next AGM.
• Director securities under LR 10.14. Any issue of securities to a director or their associates under an employee incentive scheme requires holder approval, with the content requirements in LR 10.15. Note ASX’s December 2025 revised approach on how these approvals interact with the exception 13 maximum, covered in our separate note on employee incentive schemes.
• Voting exclusions. Apply the correct voting exclusion statements for each resolution, including the remuneration-related exclusions for key management personnel and their closely related parties. Defective exclusions are a common reason notices are re-issued.

Common traps

• Leaving proxy engagement too late. The register tells you the outcome weeks before the meeting; a resolution at risk should be identified and worked before proxies close, not on the day.
• Omitting the 7.1A resolution in a year the company does not expect to raise. Mandates are cheapest when unneeded, and eligibility can be lost as the company grows.
• Treating the notice of meeting as a template exercise. Dilution tables, issue price mechanics and use-of-funds statements must reflect the company’s actual position; recycled numbers from last year’s notice invite ASX queries.

How Luma Legal can help

We prepare AGM notices and explanatory statements, advise on remuneration strikes and spill mechanics, and structure the capital and incentive approvals that keep a listed company’s options open. If you want the 2026 notice settled without a scramble, start the conversation in August.