Public Consultation on Shareholder Approval Requirements under the ASX Listing Rules

We refer to the invitation from the ASX to comment on the consultation paper on proposed changes to the Listing Rules pertaining to shareholder approval requirements. We appreciate the opportunity to provide feedback as ASX considers how to enhance shareholder protection.

Norges Bank Investment Management (NBIM) is the investment management division of the Norwegian Central Bank and is responsible for investing the Norwegian Government Pension Fund Global. NBIM is a globally diversified investment manager with AUD 2.94 trillion invested in 62 countries as of 30 June 2025, of which AUD 33.72 billion was invested in the shares of 317 ASX-listed companies.

As an investor with around 70 percent of our holdings in listed equity, we depend on thriving public markets that foster long-term economic value creation by companies. Robust minority shareholder protection is fundamental to resilient public markets; it ensures fair treatment of all shareholders, facilitates prompt information flows, prevents market disruption, and restricts harmful defensive actions by target companies. These elements support a vibrant market for corporate control that serves as an effective external governance mechanism. We believe that strong minority shareholder protections impact our long-term returns. Therefore, we welcome the potential amendments to the Listing Rules to strengthen these safeguards and contribute to well-functioning markets that benefit all participants.

Our responses are grounded in our Global Voting Guidelines, which guide our voting decisions to enhance long-term investment performance and reduce governance-related financial risks. We believe that shareholders should have the right to approve fundamental changes to the company, and that existing shareholders should have the right to approve share issuances to prevent dilution without consent. We will not support corporate transactions where there is insufficient transparency or that do not treat all shareholders equitably.

Please find in the annex our responses to the relevant questions. We thank you for considering our perspective and remain at your disposal should you wish to discuss these matters further.

Yours sincerely

Carine Smith Ihenacho
Chief Governance and Compliance Officer

Jeanne Stampe
Lead Policy Advisor