The EGM you call in a hurry takes seven weeks

Written for chairs, directors and CFOs of ASX-listed entities. If you want to understand your board's exposure on this issue, contact JR3 Legal.

The notice of meeting is the least interesting document in a capital raise and it absorbs a disproportionate amount of company secretarial time, most of it spent counting days. I have spent more hours than I would like to admit working an EGM timetable backwards from the date a company needs its money. The reason is simple: five clocks run at once, in different units, and if any one is missed the meeting is invalid or the funds arrive late.

Five clocks

The first is ASX. A draft notice containing any Listing Rule resolution – LR 7.1 or LR 7.4 approvals, an LR 7.1A mandate, an LR 10.11 issue to a director – must go to ASX for review before it is sent to holders, and ASX allows itself five business days. That is a minimum. A waiver sits outside the five days entirely, and a round of ASX comments can restart the count.

The second is ASIC. If a resolution seeks approval of a financial benefit to a related party under Ch 2E of the Corporations Act 2001 (Cth) – and a director taking placement shares usually does – the notice must be lodged with ASIC at least fourteen days before it is sent (s 218). That runs alongside ASX review, but only once ASX's comments are in.

The third is the notice period. A listed company must give at least 28 days' notice (s 249HA), and the 28 days run from when notice is taken to be given, not when it is dispatched: three days after posting, or the business day after an electronic send (s 249J(4)). A register with any postal holders means 31 days, not 28, and the day of dispatch and the day of the meeting are not counted.

The fourth is the meeting mechanics: the voting record date and the proxy cut-off both sit 48 hours before the meeting, so the last week is fixed before the notice is written.

The fifth is the one boards forget after the vote. Securities approved under LR 7.1 must be issued within three months of the meeting (LR 7.3.4). ASX's 2026 Supervision Report lists that rule as the one it refused the most waivers for, so a second tranche or deferred consideration that slips past the window needs a fresh approval, not an extension.

What the arithmetic actually says

End to end: a week to draft and clear the board, five to ten business days at ASX, fourteen days at ASIC mostly overlapping, and 31 days' notice. That is six to seven weeks from board resolution to meeting on a clean run, closer to eight when a comment round or a waiver intrudes. A placement announced with a tranche two "subject to shareholder approval" is therefore promising the market a meeting roughly seven weeks out, and the lead manager and the placees are pricing the risk that it slips.

The errors I see are rarely in the resolutions themselves. They are in the count: 28 days measured from dispatch rather than deemed receipt; business days and calendar days mixed in the same column; the ASX review treated as a formality that runs in parallel with printing; and the meeting date set before anyone has checked that the three-month LR 7.3.4 window still covers the tranche it was called to approve.

The AGM runs on the same clocks with one difference: the end date is fixed. A public company must hold its AGM within five months of the end of its financial year (s 250N), which for the 90% of listed entities with June balance dates means 30 November. Counting backwards from there: dispatch by the end of October, ASIC lodgement in mid-October if a related-party resolution is on the notice, and the draft at ASX for LR 15.1 review in the first half of October. A board that wants an LR 7.1A mandate or an LR 10.14 approval for next year has a deadline it has probably not written down, and it is about four weeks away.

The fix is a template, not more hours

The time this takes is disproportionate to its interest, but it is not optional, so the answer is to stop doing it from scratch. A standing EGM timetable that back-solves from the required issue date – meeting, then proxy and record dates, then deemed receipt, then dispatch, then ASX and ASIC lodgement, then board sign-off – takes an afternoon to build once and ten minutes to run each time. It also answers the question the board actually cares about before the placement is priced: can we truthfully tell the market when tranche two will settle?

Related reading: Placement capacity is counted in shares. Your funding gap is counted in dollars. · What ASX Directors Need to Know Before Approving a Capital Raise

Julian Rockett is the Principal of JR3 Legal, an ASX specialist corporate law firm and company secretarial practice based in Sydney. He acts as external general counsel and company secretary for ASX-listed entities, primarily in the resources, energy and technology sectors. Contact Julian directly at julian@jr3legal.com.