A dramatic boardroom spill is under way at troubled baby formula maker Bellamy's.

Eight days after former chief executive Laura McBain stepped down and as the company's share price continues to fall, its majority shareholder is pushing to replace four non-executive directors with its own foot soldiers - led by Kathmandu founder Jan Cameron.

McBain left the company in the hands of former chief operating officer Andrew Cohen after a share market bloodbath wiped more than $770 million from its value when it revealed that its sales in China were falling.

The mysterious Black Prince Private Foundation, based in the Caribbean tax haven of Curacao and linked with Cameron, has called shareholders to an extraordinary general meeting to vote on its proposal to replace current independent directors Patria Mann, Launa Inman, Michael Wadley and Charles Sitch.


Cameron told news.com.au the group would also seek to have chairman Rob Woolley removed, if he did not resign.

The outspoken businesswoman, a supporter of McBain who officially owns just 2 per cent of Bellamy's shares, claims to have the support of 35 per cent of the company's shareholders including Black Prince, which owns a majority 14.5 per cent share.

She has previously blasted the board and said McBain had been made a "scapegoat" for its failings.

"I think the board is just stunningly arrogant in not accepting any accountability for what's gone on," she told the ABC after McBain stood down on January 12.

"Instead, they seem to have pushed all the responsibility for the problems onto Laura McBain."

Asked by news.com.au whether she hoped to bring McBain back, Ms Cameron declined to respond.


If Cameron and her associates gain control of more than 19.9 per cent of the company's stock, it could trigger a hostile takeover, placing the boardroom spill squarely in the focus of regulators.

Former Bellamy's chief Laura McBain led the company through its celebrated rise and dramatic fall.
Former Bellamy's chief Laura McBain led the company through its celebrated rise and dramatic fall.

Until this week, the Tasmanian retail entrepreneur has denied any connection with Black Prince, whose spokesman Rodd Peters is her lawyer.

But details of her links with the secretive entity emerged after Bellamy's exercised the beneficial share ownership provisions of the Corporations Act.

Both Cameron and Peters are directors of a company that is trustee of her charitable organisation the Elsie Cameron Foundation - which, it has emerged, is linked with Black Prince, according to a Bellamy's ASX update.

The shareholder notice said that while it remained unclear who controlled Black Prince, it had divulged that there was "an expectation that [it] would act ... in accordance with the wishes of the Elsie Cameron Foundation, as expressed by the directors of its trustee - Jan Cameron and Rodd Peters."

This response appears to suggest that Black Prince is in fact controlled by Cameron, who yesterday told The Mercury that profits from its Bellamy's shareholding "would flow to the Elsie Cameron Foundation for animal welfare and environmental projects mainly here in Tasmania".

Cameron has said the reason for the complex corporate structure was not to hide money from creditors after the 2012 collapse of her company Retail Adventures, but to keep her link to Black Prince out of the media.

"People who think this is a tax dodge are completely wrong," she told Fairfax Media.


Bellamy's urged shareholders to vote down the resolutions, which would install Cameron and Peters on the board along with Chan Wai-Chan and Vaughan Webber.

Bellamy's said Cameron was inexperienced and had not revealed any proposed strategy to turn the company's fortunes around.

"Your board has concerns that the interests of its shareholders, as a whole, may not be best served by having four Black Prince nominees join the board," the company said in a statement sent to shareholders.

"These proposed directors do not have the equivalent listed company directorship experience of the existing directors and, based on the information provided by Black Prince, three of them (Jan Cameron, Rodd Peters and Chan Wai-Chan), do not appear to have any listed company directorship experience."

It also confirmed media reports that Cameron had offered to loan Bellamy's A$5 million to help prop up the business, saying it refused because of the offer's "unfavourable terms" - which would have given Cameron the right to demand the debt be converted into shares at a 25 per cent discount.

The loan would also have been conditional on Bellamy's relacing its four independent directors with the candidates being nominated at the EGM, which will be held on February 28 at Melbourne's Park Hyatt hotel.

Shares in Bellamy's were down nine cents, or 2.23 per cent, to $3.94 at 2.30pm AEDT.

- With AAP