PERTH, AUS – VGW Holdings Limited (“VGW” or the “Company”) is pleased to announce that Shareholders have approved the proposed acquisition by Ocean BidCo Limited (“BidCo”) (an unlisted special purpose company established by Lance East Office (“LEO”), the family office of VGW Founder and CEO, Mr Laurence Escalante) of all of the issued shares in VGW by way of a scheme of arrangement (“Scheme”) at the VGW shareholder meetings held today.

All of the resolutions put to VGW shareholders at the Scheme Meeting and the General Meeting which were required to approve the Scheme and matters related to the Scheme were passed by the requisite majorities of VGW shareholders.

Voting results of the Scheme Meeting

VGW advises that the Scheme Resolution, as set out in the Notice of Scheme Meeting attached to the Scheme Booklet, was approved by the requisite majorities of VGW shareholders (other than the LEO Shareholders) at the Scheme Meeting held earlier today.

In summary:

• 91.31% of the total number of votes cast by VGW shareholders present and voting at the Scheme Meeting (virtually or by proxy, attorney or corporate representative) were in favour of the Scheme Resolution; and
• 85.04% of VGW shareholders present and voting at the Scheme Meeting (virtually or by proxy, attorney or corporate representative) voted in favour of the Scheme Resolution.

Voting Results of the General Meeting

VGW advises that the General Meeting Resolutions, as set out in the Notice of General Meeting attached to the Scheme Booklet, were approved by the requisite majorities of VGW shareholders (other than the LEO Shareholders) at the General Meeting held earlier today.

In summary:

• 91.13% of the total number of votes cast by VGW shareholders present and voting at the General Meeting (virtually or by proxy, attorney or corporate representative) were in favour of the Financial Assistance Resolution
• 91.08% of the total number of votes cast by VGW shareholders present and voting at the General Meeting (virtually or by proxy, attorney or corporate representative) were in favour of the Related Party Transaction Resolution

Mike Symons, VGW Independent Non-Executive Director and Chairman of the Independent Board Committee said “I would like to thank all of VGW’s shareholders for their participation in the shareholder meetings today and their support of VGW.”

Next Steps

The Scheme remains subject to approval by the Federal Court of Australia (sitting in Western Australia) at a hearing scheduled for 10.15am (Perth time) on Tuesday, 5 August 2025 and certain other conditions precedent as previously announced and described in the Scheme Booklet.

If the Court approves the Scheme, and the other outstanding conditions precedent are satisfied or waived (if applicable) prior to the hearing, VGW proposes to lodge an office copy of the orders of the Court with ASIC on Wednesday, 6 August 2025, at which time the Scheme will become legally effective.

The Scheme is expected to be implemented on Wednesday, 20 August 2025 at which time the Scheme consideration will be provided to shareholders.

Timetable

The key remaining dates for the Scheme are set out below:

Note: All times and dates stated above are indicative only and (among other things) are subject to all necessary approvals from the Court and regulatory authorities (including ASIC). Any changes to the above timetable (which may include an earlier or later date for the Second Court Date) will be notified on VGW’s website (https://shareholders.vgw.co).

Further information

Shareholders who require further information can call VGW’s Shareholder Information Line on 1300 038 212 (within Australia) or +61 2 9066 4052 (outside Australia) at any time between 8.00 am and 4.00 pm (Perth time), excluding public holidays.