Australia and New Zealand Banking Group Limited, in the matter of Australia and New Zealand Banking Group Limited

Australia and New Zealand Banking Group Limited (ANZBGL) sought orders to convene a meeting of its shareholders to consider a proposed internal restructure. The proposed restructure would see the establishment of a non-operating holding company, ANZ NOHC, to replace ANZBGL as the listed parent company of the ANZ Group. ANZBGL sought orders under section 411(1) of the Corporations Act 2001 (Cth) to convene the meeting of shareholders, and sought orders for the dispatch of the Scheme Booklet and the convening of the Scheme Meeting. The court had to decide whether the scheme was fit for consideration by the members and whether the members were properly informed as to the nature of the scheme. The court was also required to determine whether the proposed method of sending the meeting documents to ANZBGL Shareholders complied with the requirements of the Act. The court found that the scheme was fit for consideration by the members, as there was no issue arising from the scheme which would unquestionably lead to a refusal by the court to approve the scheme at the second hearing. The court also found that the members were properly informed as to the nature of the scheme, as the Scheme Booklet contained a recommendation from the directors that ANZBGL Shareholders vote in favour of the scheme, and a statement that the directors intend to vote any ANZBGL shares they hold in favour of the scheme. The court found that the proposed method of sending the meeting documents to ANZBGL Shareholders complied with the requirements of the Act. The court made orders convening the Scheme Meeting and for the dispatch of the Scheme Booklet. The orders specified the method of sending the Scheme Booklet to ANZBGL Shareholders, including sending an email with hyperlinks to an electronic copy of the Scheme Booklet, a personalised electronic proxy form and an online portal or website to view, listen to and participate in the Scheme Meeting online to ANZBGL Shareholders who have elected to receive documents in electronic form. The court also made orders that ANZBGL is not required to send a copy of the Scheme Booklet to ANZBGL Shareholders with registered addresses in China, India or Papua New Guinea, as it would be unlawful to do so under the local laws of those countries.