Ann: DRX: MLM takeover offer - Extension of Offer Period, page-32

From The Allens Handbook on Takeovers in Australia

Passage of ordinary resolutions

A person who owns or has voting control over more than 50% of a company’s shares can unilaterally pass an ordinary resolution, because it requires approval by a majority of votes cast. Importantly, directors can be appointed and removed by shareholders by ordinary resolution. (In practice, a person can normally pass an ordinary resolution on their own with less than a 50% interest given voter turnout at company meetings is often substantially lower than 100%.)

(Note: where there remain minority shareholders in a company, the company’s directors cannot favour the controlling shareholder over the others because the directors have a duty to consider the interests of the company as a whole. Further, related party dealings that require shareholder approval will likely need to be approved by the minority shareholders alone, with the controlling shareholder(s) excluded from voting.)