Why did MB include the head count ?

I stand to be corrected, but a close reading of the Deed between MacQuarie Bank Pty Ltd
clearly refers to a "head count" that implies that there are 2 legs to the special resolution
a) the majority of heads plus 1  the first leg 2) the second leg that of the votes cast, in person or by proxy at laest 75 % of the votes cast must approve the offer.

See below

However according to the ASIC web page, it does not require a two stage approach only taht teh vote must be carried by 75% of the votes cast

Passing a special resolution at a meeting

For a special resolution to pass, at least 75% of the votes cast must be in favour.
http://asic.gov.au/for-business/changes-to-your-company/company-resolutions/

So that raises an issue of WHY did MB include the clause regarding the head count.

CB


33.6
SchScheme voted down


If the Scheme is not approved by Central Shareholders at the Scheme Meeting by
reason only of the non-satisfaction of the Headcount Test and Central or BidCo consider,

acting reasonably,that Share Splitting or some abusive or improper conduct may have caused or contributed to the Headcount Test not having been satisfied then Central must:
(a)
  apply for an order of the Court contemplated by section 411(4)(a)(ii)(A) of
  the Corporations Act to disregard the Headcount Test and seek Court approval of
  the Scheme under section 411(4)(b) of the Corporations Act,

notwithstanding that the Headcount Test has not been satisfied; and (b) make such submissions
to the Court and file such evidence as counsel engaged by Central to represent it in Court proceedings related to the
Scheme, in consultation with BidCo, considers is reasonably required to seek to persuade the Court to exercise
ts discretion under section
411(4)(a)(ii)(A) of the Corporations Act by making an order to disregard the Headcount Test