Motio Limited (ASX:MXO) has received Supreme Court of New South Wales approval to convene two scheme meetings on 17 December 2026, as part of the proposed acquisition of 100% of Motio's ordinary shares and MXOAV class options by IVE Group Australia Pty Ltd, a subsidiary of IVE Group Limited (ASX:IGL), under schemes of arrangement announced on 21 September 2026.

Key Points

  • The Supreme Court of New South Wales approved the convening of both the Share Scheme Meeting and Option Scheme Meeting, each scheduled for 17 December 2026 in North Sydney.
  • The Scheme Booklet has been registered with the Australian Securities and Investments Commission (ASIC) on 12 November 2026.
  • Independent Expert HLB Mann Judd Corporate (NSW) Pty Ltd concluded both the Share Scheme and Option Scheme are fair and reasonable, and in the best interests of the respective securityholders, in the absence of a Superior Proposal.
  • Motio Directors unanimously recommend securityholders vote in favour of each respective Scheme, in the absence of a Superior Proposal and subject to the Independent Expert maintaining its conclusions.
  • Hard copy correspondence is expected to be dispatched to Motio Securityholders by 16 November 2026.

Court Orders and Scheme Meeting Details

The Supreme Court of New South Wales ordered that Motio convene a Share Scheme Meeting at 9.30am (AEDT) on Thursday, 17 December 2026, at Level 8, 140 Arthur Street, North Sydney NSW 2060, for ordinary shareholders to vote on the acquisition of 100% of fully paid ordinary shares in Motio by IVE Group Australia. A separate Option Scheme Meeting for holders of MXOAV class Placement Options is scheduled for 10.00am (AEDT) on the same date and at the same location. Motio Shareholders registered on the Motio Share Register at 7.00pm (AEDT) on Tuesday, 15 December 2026 will be entitled to vote on the Share Scheme Resolution.

Independent Expert's Report by HLB Mann Judd Corporate

Motio appointed HLB Mann Judd Corporate (NSW) Pty Ltd as Independent Expert to prepare a report assessing whether each Scheme is in the best interests of the respective securityholders. The Independent Expert concluded that both the Share Scheme and the Option Scheme are fair and reasonable, and therefore in the best interests of Motio Shareholders and Placement Optionholders respectively, in the absence of a Superior Proposal. The Independent Expert's Report is included in full as an annexure to the Scheme Booklet, which has been registered with ASIC on 12 November 2026.

Directors' Unanimous Recommendation and Voting Intentions

The Motio Directors unanimously recommend that Motio Shareholders vote in favour of the Share Scheme, and that Placement Optionholders vote in favour of the Option Scheme, in each case in the absence of a Superior Proposal and subject to the Independent Expert maintaining its conclusions. Each Motio Director who holds or controls Motio Shares intends to vote in favour of the Share Scheme Resolution in relation to all such shares. The filing notes that no Motio Director holds or controls any Placement Options, and accordingly no Motio Director is eligible to vote on the Option Scheme Resolution.