Emu NL Faces Heightened Governance Risk as Director Removal Votes Loom

Background to the Panel’s Intervention

On 1 August 2025, the Takeovers Panel issued a variation to its previous orders concerning Emu NL’s shareholder meeting arrangements. This follows ongoing governance tensions at Emu NL, where shareholder Wayburn Holdings Pty Ltd has sought to remove certain directors under section 203D of the Corporations Act. The Panel’s involvement underscores the regulatory scrutiny on how contested board control issues are managed in listed companies.

Expanded Meeting Agenda and Timelines

The Panel clarified that the new general meeting Emu NL must convene will consider all resolutions from the earlier extraordinary general meeting (EGM) held on 14 May 2025, except for the resolution to remove former director Roland Bartsch, who resigned in June. Crucially, the agenda now explicitly includes all resolutions Wayburn Holdings intends to move regarding director removals, as outlined in their 24 June 2025 notice.

Emu NL is required to submit a draft notice of meeting and proxy form to the Panel by 4 August 2025 for review. The finalised documents, in a form acceptable to the Panel, must be issued to shareholders by 13 August 2025. This timetable aims to ensure transparency and adequate shareholder engagement ahead of the vote.

Members’ Statements and Shareholder Communication

Alongside the meeting notice, Emu NL must distribute members’ statements pursuant to section 249P of the Corporations Act. These statements, lodged by shareholders on 18 July 2025 or any variations received by 1 August, provide a platform for shareholders to express their views on the resolutions. This requirement enhances the democratic process within the company’s governance framework.

Implications for Emu NL’s Board and Governance

The exclusion of the resolution to remove Mr Roland Bartsch reflects his resignation, but the inclusion of Wayburn’s director removal motions signals ongoing boardroom contestation. How shareholders respond to these resolutions could reshape Emu NL’s leadership and strategic direction. The Panel’s active role highlights the importance of orderly processes in contested meetings, balancing shareholder rights with regulatory oversight.

Investors and market watchers will be closely monitoring the developments as the new meeting approaches, particularly the content of the proxy materials and members’ statements, which will offer insights into shareholder sentiment and potential shifts in control.