Listed@ASX Supervision Update 07/26

On 23 September 2026, ASX issued Listed@ASX Supervision Update 07/26. The publication relays the outcome of consultation on the shareholder approval framework for dilutive acquisitions and changes in admission status, provides a progress report on the draft 5th edition of the ASX Corporate Governance Principles and Recommendations, clarifies expectations in relation to disclosure of notice of meeting waivers, highlights new guidance on Listing Rule policy and flags a change to initial listing fees.

We discuss the key developments and practical implications below.

Changes to shareholder approval framework for dilutive acquisitions and changes in admission status

On 18 September 2026, ASX released its response to feedback received on its June 2026 consultation on proposed amendments to the shareholder approval regime under the Listing Rules and Guidance Notes for dilutive acquisitions and changes in admission status.

The consultation considered the following principal issues:

• the interaction of the proposed amendments with other Listing Rules and Guidance Notes;
• whether key definitions and concepts were sufficiently clear, objective and administrable;
• whether the period during which an entity could issue securities following shareholder approval should be standardised at 12 months; and
• the proposed commencement date of 21 October 2026 and associated transitional provisions.

ASX's response report summarises the feedback received and sets out the final amendments to the Listing Rules and Guidance Notes. In summary, the two key changes are as follows:

• bidders in the S&P/ASX 300 proposing to issue 25% or more of their existing share capital in connection with public takeovers and schemes will generally need shareholder approval (at a general meeting or in the form of a standing mandate); and
• listed entities will generally need shareholder approval before changing from ASX Listing to ASX Foreign Exempt Listing status.

The amended Listing Rules and Guidance Notes are scheduled to become effective on 21 October 2026, subject to completion of the statutory rule-making process.

Large ASX-listed bidders and their advisers should consider the upcoming changes when planning public M&A transactions involving material scrip consideration or equity funding.

Draft 5th edition of the ASX Corporate Governance Principles and Recommendations

ASX's eight-week consultation on the draft 5th edition of the ASX Corporate Governance Principles and Recommendations (Recommendations) closed on 14 September 2026. The process involved public briefings across the country for company secretaries, directors and other market participants.

The draft 5th edition of the Recommendations retains the "if not, why not" approach to compliance reporting and the eight principles set out in the 4th edition of the Recommendations, being:

• lay solid foundations for management and oversight;
• structure the board to be effective;
• instil and reinforce a culture of acting lawfully, ethically and responsibly;
• safeguard the integrity of corporate reports;
• make timely, balanced and accurate disclosure;
• support the rights of security holders;
• understand and manage risk; and
• remunerate fairly and responsibly.

ASX has described the proposed changes as a refinement of the existing framework rather than a redesign, with a focus on providing simplified guidance without creating additional compliance obligations.

The Advisory Group on Corporate Governance is now considering the submissions received in response to the consultation draft and aims to provide its recommendations to the ASX board (which will be responsible for approving any amendments to the Recommendations) by the end of 2026.

ASX is proposing that the 5th edition of the Recommendations apply to financial years commencing on or after 1 July 2027. Accordingly, the first reporting year to which the new edition applies will depend on an entity's balance date.

Listed entities should monitor the outcome of the consultation and consider the proposed changes when reviewing their governance frameworks and preparing governance disclosures.

Notice of meeting waivers may be disclosed in or with the notice itself

ASX has clarified its expectations concerning disclosure of waivers relating to the content requirements of notices of meeting.

Since September 2025, it has been a standard condition of ASX waivers that listed entities disclose their nature and effect, together with the reasons for seeking them, on the ASX market announcements platform. The announcement must be made no later than the business day immediately after ASX confirms that the waiver has been granted, with an exception for confidential and incomplete proposals or negotiations.

ASX has now confirmed that a different approach applies where the waiver concerns the content requirements of a notice of meeting (NOM). Examples include waivers relating to Listing Rules 7.3 (details of proposed issues of securities under the Listing Rule 7.1 placement capacity), 10.12 (exceptions to the prohibition on issues of securities to certain persons in a position of influence) and 10.15 (details of proposed issues of securities under employee incentive schemes).

Market feedback has indicated to ASX that disclosing these waivers before the NOM is released can result in announcements that lack context. ASX agrees that disclosure will generally be more meaningful and easier to understand when made in the context of the NOM.

Accordingly, ASX does not ordinarily expect a waiver relating to the content requirements of a NOM to be disclosed earlier than in or together with the NOM itself. ASX has confirmed that it will apply its normal waiver disclosure condition (nature, effect and reasons) on this basis.

This is useful clarification for listed entities preparing notices of meeting. Where an ASX waiver relates specifically to the content of the notice, the waiver announcement can generally be incorporated into the notice process rather than being announced separately before the notice is released.

Listing Rule policy summaries

ASX Listings Supervision has published a collection of short statements (available at https://www.asx.com.au/about/regulation/asx-supervision/asx-supervision-downloads) summarising the policy underpinning various Listing Rules that are commonly referred to in correspondence with ASX.

ASX has prepared the summaries to assist listed entities and their advisers when making submissions to ASX about the Listing Rules. They will also be used in ASX's published waiver decisions.

ASX has stated that this initiative reflects its broader focus on transparency, market education and ensuring that its Listing Rules and underlying policies are clear and well understood.

For listed entities and advisers, the summaries are a useful resource when preparing submissions to, and engaging generally with, ASX.

Change to initial listing fees

From 1 October 2026, ASX's initial listing fee structure will change to introduce an $8m cap on the initial listing fee for standard ASX Listings and ASX Debt Listings.

The cap will apply to all admissions occurring on or after 1 October 2026. The existing $1m cap for ASX Foreign Exempt Listings will remain unchanged.

The new cap is exclusive of GST and will be reflected in ASX Guidance Note 15A and the listing fees section of the ASX website from 1 October 2026.

For entities contemplating an IPO, the change should be taken into account when budgeting for the costs of admission.

Key takeaways

• Factor in the amended shareholder approval framework for dilutive acquisitions and changes in admission status when preparing for a scrip-funded public M&A transaction (if an S&P/ASX 300 bidder).
• Monitor developments on the draft 5th edition of the Recommendations, noting their proposed application to financial years commencing on or after 1 July 2027.
• Where a waiver relates to NOM content, disclosure can generally accompany or be included in the NOM rather than released separately in advance.
• Refer to ASX's new short summaries of Listing Rule policy when preparing ASX submissions and liaising generally with ASX.
• Factor the new $8m initial listing fee cap into IPO budgeting for admissions from 1 October 2026.

Questions

If you have any queries in relation to the developments outlined above or would like to discuss further, please do not hesitate to contact us at info@palisadecorporate.com.au.

Author

Will Brehaut
Solicitor
will@palisadecorporate.com.au
+61 466 224 838

Important notice

This publication is general in nature and has been prepared for reference purposes only. Its content is current at the date of publication. It does not constitute legal advice and should not be relied upon as such. Specific legal advice about your particular circumstances should always be sought separately before taking any action based on this publication.