Summary of Envirosuite (EVS) 2025 Annual General Meeting Company Overview - **Company**: Envirosuite Limited - **Acquirer**: IdeaGen EVS Bidco PTY Limited, a wholly owned subsidiary of IdeaGen Limited - **Meeting Date**: July 31, 2025 - **Context**: Scheme meeting to approve the acquisition of Envirosuite shares Key Points Scheme of Arrangement - Envirosuite proposes to be acquired by IdeaGen at a price of **$0.90 per share** through a scheme of arrangement under the Corporations Act [8][15] - The offer represents a **109% premium** to the last closing price of Envirosuite shares prior to the announcement on July 24, 2025 [16][19] - The scheme is subject to conditions including shareholder approval and court approval [17][22] Board Recommendations - The Envirosuite Board unanimously recommends shareholders vote in favor of the scheme, citing it as in the best interest of shareholders, customers, and the team [9][17] - The independent expert assessed the offer as fair and reasonable, with a valuation range for Envirosuite shares between **$0.67 to $0.90** [20][21] Conditions Precedent - Approval from a requisite majority of Envirosuite shareholders is required, defined as more than **50%** of those present and voting [22] - The second court hearing for approval is scheduled for **August 8, 2025** [23] - Regulatory approval from the Foreign Investment Review Board has already been received [23] Implementation Timeline - If approved, the scheme will become effective on **August 11, 2025**, with shares suspended from trading on the ASX [26][27] - Shareholders on record as of **August 13, 2025**, will be entitled to receive the scheme consideration [27] Shareholder Engagement - The meeting was held virtually, allowing broader participation [11][35] - Shareholders were encouraged to submit questions online, with a focus on ensuring all had the opportunity to engage [12][42] Market Context - The Chair noted a trend of privatization in the market, with a significant number of takeovers occurring in Australia, reflecting broader global trends [38][40] - The discussion highlighted concerns about the scrutiny and regulation of smaller ASX-listed companies [39][40] Additional Insights - The Board emphasized the importance of the strategic partnership with Hitachi Construction Machinery and ongoing efforts to deliver shareholder value [7][9] - The meeting included a Q&A session addressing shareholder concerns about engagement and the rationale behind the acquisition [31][36] Conclusion - The Envirosuite Board is confident in the proposed acquisition by IdeaGen, viewing it as a strategic move to enhance shareholder value amidst a challenging market environment. The upcoming votes and court approvals will be critical in determining the future of the company.