Amaero Secures 99.55% Support for Share Scheme and 600,000 Director Options

Shareholders Approve Key Capital Restructuring Schemes

Amaero Ltd (ASX:3DA) shareholders overwhelmingly endorsed the company’s proposed schemes of arrangement to facilitate its re-domiciliation to the United States during virtual meetings on 5 June 2026. The Share Scheme Resolution, which allows Amaero to implement a court-approved arrangement for its ordinary shares, passed with 99.55% of votes in favour. Proxy votes played a significant role, with the Chair’s undirected proxies cast in favour, reflecting broad shareholder support.

Similarly, the Option Scheme Resolution, covering the treatment of options to acquire ordinary shares under the re-domiciliation, secured 96.29% approval. This scheme is critical for aligning option holders with the company’s transition to a US holding structure, which aims to tap into deeper capital markets while maintaining its ASX listing.

Director Option Grant Receives Shareholder Backing

At the Extraordinary General Meeting held immediately after the scheme meetings, shareholders voted on the grant of 600,000 unlisted options to non-executive director Tim Johnson under Amaero’s Employee Incentive Plan. The resolution passed with 81.58% support, though it attracted a notable 17.24% opposition, indicating some shareholder scrutiny over executive remuneration amid the company’s structural changes.

The options grant aligns with Amaero’s broader strategy to incentivize key board members during the re-domiciliation and potential growth phase. Voting was again conducted by poll with participation facilitated through the Automic platform, allowing shareholders and proxyholders to engage in real-time Q&A and electronic voting.

Virtual Meetings and Governance Transparency

Chairman and CEO Hank J. Holland presided over the meetings, which were conducted entirely online via the Automic platform. This setup enabled shareholders across Australia and the United States to participate actively, submit questions, and cast votes securely. Detailed procedural guidance was provided to ensure smooth registration and voting, reflecting Amaero’s commitment to transparent corporate governance during this pivotal transition.

The company’s board comprises experienced directors including Tim Johnson, Erik Levy, Jamie Levy, Omar Granit, Alistair Cray, and Robert Latta, all of whom attended the meetings alongside legal and registry representatives. The comprehensive approach to shareholder engagement underscores Amaero’s focus on maintaining investor confidence as it restructures its capital base and corporate domicile.

Next Steps for Scheme Implementation

With shareholder approval secured, Amaero is positioned to seek court sanction for the schemes of arrangement. Once approved by the court, the company will proceed with the re-domiciliation process, issuing US HoldCo CHESS Depositary Interests to shareholders and swapping existing options for new US HoldCo options as detailed in the Scheme Booklet. This move is intended to enhance access to US capital markets while preserving the company’s ASX listing.

Investors should monitor forthcoming announcements regarding court approvals and the operational impact of the re-domiciliation, including any updates on the director options and broader capital structure changes. While the resolutions passed comfortably, the relatively higher dissent on the director options grant suggests ongoing shareholder attention to executive incentives during this transformative period.