Qoria Shareholders Approve 92.54% Support for Acquisition by Aura Consolidated Group

Qoria Shareholders Overwhelmingly Endorse Acquisition at 2 July 2026 Meeting

During the Scheme Meeting on Thursday, 2 July 2026, Qoria Limited shareholders decisively approved the proposed acquisition by Aura Consolidated Group, Inc. The Scheme Resolution passed on a poll with 92.54% of shareholders present and voting—whether in person, by proxy, attorney, or corporate representative—supporting the transaction. Overall, 91.49% of all votes cast were in favour.

The poll recorded 697,660,725 votes supporting the resolution and 65,226,809 votes opposing it, alongside 1,408,911 votes exercised at the proxy holder's discretion and 1,798,082 abstentions. A total of 301 shareholders voted, with 273 in favour, 22 against, and six abstaining. These results comfortably exceed the Corporations Act 2001 (Cth) requirements of at least 75% of votes cast and a majority of shareholders voting in favour. The announcement confirms the resolution’s successful passage.

Details of the Aura Consolidated Group Acquisition and CDI Consideration

The transaction is structured as a scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth), through which Aura Consolidated Group, Inc. will acquire all fully paid ordinary shares of Qoria. Instead of cash, consideration will be paid via shares in Aura’s common stock, delivered to Qoria shareholders as CHESS Depositary Interests (CDIs), known as Scheme Consideration CDIs. This approach enables Australian investors to hold their interest in Aura through the familiar ASX CDI framework.

Aura Consolidated Group, Inc. is registered with an Australian Registered Body Number (ARBN) 695 488 843, reflecting its status as a foreign company operating under Australian regulatory oversight. The Scheme Booklet, released to the ASX on 27 May 2026, contains comprehensive terms and capitalised definitions related to the transaction. Investors seeking detailed information on the consideration ratio and CDI issuance terms should refer to that document, as the 2 July 2026 update does not restate those specifics.

Significance of the Second Court Hearing on 7 July 2026

Despite strong shareholder approval, the scheme is not yet legally effective. The critical next step is the Second Court Hearing at 10:15am Perth time on Tuesday, 7 July 2026, where the Federal Court of Australia will consider granting approval under the Corporations Act. Court approval is mandatory for the scheme to become binding, making this hearing a pivotal event for investors.

The scheme remains subject to other conditions precedent detailed in the Scheme Booklet, which must be satisfied or waived prior to proceeding. The company update does not specify outstanding conditions beyond court approval but notes all must be met for implementation to occur as scheduled. Any material timetable changes would be announced to the ASX.

Effective Date and ASIC Lodgement on 8 July 2026

Following court approval on 7 July 2026, Qoria intends to lodge the court orders with the Australian Securities and Investments Commission (ASIC) on Wednesday, 8 July 2026. Under the Corporations Act, the scheme becomes Effective upon this lodgement, not at the time of court approval. This distinction is important for shareholders tracking the transaction’s legal status.

Wednesday, 8 July 2026, is also the anticipated date for Qoria shares to be suspended from ASX trading effective at close of business. Additionally, it is the deadline for Unmarketable Parcel Shareholders to submit Election Forms by 5:00pm Perth time. The alignment of these events highlights the precise sequencing in the scheme’s final phase.

Qoria Shares Suspension from ASX Trading Effective 8 July 2026 Close

Investors holding Qoria shares should note that trading in QOR shares on the ASX is expected to cease at the close of business on Wednesday, 8 July 2026, when suspension takes effect. Those wishing to buy or sell Qoria shares on-market must do so before trading closes on that day. After suspension, Qoria shares will no longer be tradable on the ASX.

This suspension is a standard procedural step linked to the scheme becoming Effective. Shareholders will subsequently receive Scheme Consideration CDIs as part of the implementation, with no alternative exit mechanism indicated beyond the scheme consideration itself.

Aura CDIs to Commence Conditional and Deferred Settlement Trading on 9 July 2026

The indicative timetable confirms that Aura CDIs will begin conditional and deferred settlement trading on Thursday, 9 July 2026, the day following Qoria’s trading suspension. This trading mode allows price discovery before full settlement processes and the Record Date are finalised.

Normal T+2 settlement trading is expected to start on Monday, 20 July 2026, after the Implementation Date of 17 July 2026. Holding statements are scheduled for dispatch on Tuesday, 21 July 2026. The company notes that due to US-Australia time zone differences, the issuance of new Aura shares will occur during US business hours to facilitate implementation during Australian business hours, reflecting the cross-border nature of the transaction.

Record Date Set for 10 July 2026 to Determine CDI Entitlements

The Record Date for establishing entitlement to Scheme Consideration CDIs is Friday, 10 July 2026 at 5:00pm Perth time. Shareholders registered on Qoria’s share register at this time will be eligible to receive Aura CDIs under the scheme. This standard mechanism ensures a clear cut-off for entitlement determination.

The Record Date occurs three days after the last trading day and two days before the Implementation Date, accommodating operational settlement requirements. Trades executed near suspension may be subject to T+2 settlement conventions affecting registration on the Record Date. The company has not provided additional guidance on trades settling around this date; investors with questions are advised to contact the Qoria Information Line.

Aura Preferred Stock Conversion and Charter Amendment Before Implementation

The timetable indicates two Aura corporate actions occurring immediately before the Implementation Date of 17 July 2026: conversion of Aura Preferred Stock into Aura Shares, followed by the effectiveness of a Charter Amendment. These steps are necessary to facilitate the issuance of Scheme Consideration CDIs to Qoria shareholders.

The announcement does not elaborate on the specific terms of these actions but refers investors to the Scheme Booklet dated 27 May 2026 for detailed definitions and terms.

Capital Raise Settlement and Scheme Implementation on 17 July 2026

The Implementation Date, Friday, 17 July 2026, marks the finalisation of the transaction. On this day, Aura’s Capital Raise settlement and the allotment of Scheme Consideration CDIs to eligible Qoria shareholders are expected to occur. Qoria shares will be cancelled and transferred to Aura in exchange for the Aura CDIs.

The Capital Raise relates to Aura’s listing and is described in the scheme documentation; however, this update does not disclose the amount or terms. After implementation, Aura CDIs will trade under normal T+2 settlement from Monday, 20 July 2026, enabling former Qoria shareholders to trade their new holdings on the ASX.

Investor Guidance Through to 20 July 2026

Shareholders and market observers should focus on the Second Court Hearing at 10:15am Perth time on 7 July 2026. Should the court withhold approval or impose conditions, the timetable may be delayed or the transaction could fail. Given the strong shareholder vote and advanced progress, the announcement expects implementation to proceed as planned, subject to remaining conditions.

The immediate share price impact was not clear at the time of publication. Shareholders with questions about the scheme, entitlements, or receiving Aura CDIs can contact the Qoria Information Line at 1300 125 725 (within Australia) or +61 3 9415 4860 (outside Australia), Monday to Friday, 8:30am to 5:00pm Melbourne time, excluding public holidays. The update has been approved by Qoria Limited’s board, with Managing Director Tim Levy and Head of Corporate and Investor Relations Kane Hannan listed as contacts.