Notice of Meeting

Embark – Notice of Meeting

19 May 2023

Embark Education Group Limited (Embark) (NZX: EVO, ASX: EVO) will hold its Annual Meeting of Shareholders in Auckland and via a web platform on Tuesday 6 June 2023 at 11.00am (NZST).

On 2 May 2023, Embark announced its intention to re-domicile by listing on the Australian Securities Exchange (ASX) by way of a court approved scheme of arrangement under Part 15 of the Companies Act 1993 (the Scheme). This will see a new Australian incorporated company, Embark Early Education Limited (the New Parent), acquire all of the shares in Embark by an exchange of shares on a one for one basis. The New Parent will apply for listing on the ASX and Embark will seek to be delisted from the NZX and ASX (the Delisting).

Following the initial orders granted by the High Court approving the convening of a meeting of shareholders to approve the Scheme, Embark is pleased to present the Scheme to shareholders for approval at the Annual Meeting. As such, in addition to the customary business of an Annual Meeting (including resolutions relating to the election or re-election of directors and auditors’ fees), the business of the Annual Meeting will also be to consider, and if thought fit pass, the resolutions approving the Scheme and the Delisting.

The Board recommends shareholders vote in favour of all resolutions.

If the Scheme receives shareholder approval, Embark will apply for final orders from the High Court, as well as approvals from ASX for listing the New Parent. If all approvals are granted, Embark expects the Scheme to be implemented on 5 July 2023, with the new ASX listing in place from 6 July 2023.

For further details on how to attend and participate in the meeting please see the attached Notice of Annual Meeting (including Scheme Booklet), Proxy Form and Virtual Meeting Guide which will be sent to Embark’s shareholders. Shareholders are urged to read the Scheme Booklet and vote at the meeting or in advance by casting a proxy or postal vote.

This announcement has been authorised for release by the Embark Board of Directors.

Chris Scott
Managing Director
Embark Education Limited
Email: [email protected]

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Announcement PDF