Notice of General Meeting (including Annual General Meeting)

Companies rely on meetings to arrive at decisions. A general meeting is a meeting of the company's shareholders, as opposed to a meeting of its directors. Ultimately, the shareholders control the destiny of their companies, as they usually have the right of appointment and removal of directors at general meetings.

Shareholders make decisions broadly on matters outside the area of management of the company. Resolutions of a general meeting directing the board to exercise its powers in a particular way are invalid. The general meeting may also exercise certain corporate powers where the board is incapacitated, such as where the directors have a conflict of interest.

According to section 249H of the Corporations Act 2001 (Cth) (Act), the shareholders entitled to attend and vote at a general meeting must be provided with at least 21 days’ notice of the upcoming meeting, unless the shareholders agree otherwise. The company’s constitution may specify a longer minimum period. Shareholders of a proprietary company are only entitled to appoint proxies if the company’s constitution permits it or if replaceable rule section 249X of the Act applies to the company. Proxy details, if any, should be included in the notice. The notice must be signed by one of the directors of the company or its secretary.