Woodside Petroleum says more than 70 per cent of proxy votes have backed its proposed buy-back of 78.3 million shares from Shell, but the deal will need strong support at a general meeting tomorrow to reach the necessary 75 per cent threshold.
Approximately 71.3 per cent of eligible proxy and direct votes cast were in favour of the $US2.68 billion buy-back, while 28.7 per cent were against.
But the deal needs a 75% majority to pass, and Woodside said approximately 59% of those entitled to vote have done so through proxy or direct voting means.
Woodside will hold an extraordinary general meeting in Perth tomorrow to allow shareholders to vote in person.
The Australian Shareholders Association has said it would vote undirected proxies in favour of the buyback at tomorrow's meeting.
Earlier, The Australian Financial Review reported that some large superannuation funds on the group's register are considering voting the proposal down rather than sacrificing good corporate governance principles.
Shell is unable to vote on the deal and Woodside has historically had a low turnout at shareholder votes.
Shell, which is Woodside's largest shareholder, announced in June it would sell 19 per cent of its $6.3 billion stake in Australia's largest oil and gas producer.
The desire to split is mutual, with Woodside keen to remove the overhang that has capped its share price for years and Shell in the middle of a $15 billion global asset sale, including Australian refineries and service stations.
Former treasurer Peter Costello blocked Shell's attempted $A10 billion takeover of Woodside in 2001 on national interest grounds - one of only two such rejections in Australia.