Amaero Inc. (3DA) Earnings Call Transcript & Summary

Hello, and welcome to the Special Meeting of Stockholders of Amaero Inc. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Mr. Hank Holland, Chairman and CEO of Amaero Inc. The floor is yours.

Thank you, Elizabeth. Good morning, ladies and gentlemen. My name is Hank Holland, and I'm the Chairman and CEO of Amaero Inc., and I will be chairing the meeting today. On behalf of all the directors, I'm pleased to welcome you to the company's Special Meeting of Stockholders. Thank you all for joining us today. I can confirm the special meeting of stockholders has been properly constituted, and it is now 11:00 a.m. on Friday in Sydney and 9:00 p.m. on Thursday in Chattanooga, Tennessee, and a quorum is present, I declare the Special Meeting of Stockholders open for business. The Notice of the Special Meeting of Stockholders and the accompanying proxy statement were made available to all members on the 7th of August 2026 and are taken to be read. In attendance today is my fellow director, Robert Latta. Also in attendance today, we have Laura Newell from Source Governance and Ashley Rose from Norton Rose Fulbright Australia. Representatives from Computershare, our share registry provider, are also in attendance. Only the stockholder, CHESS Depositary Nominees Pty Limited, the depository nominee is entitled to vote at this meeting. Those persons holding CDIs as of Friday, July 31, 2026, at 9:00 a.m. U.S. Central Daylight Time, Saturday, August 1, 2026, at midnight Australian Eastern Standard Time, were entitled to instruct the depository nominee to vote at this meeting by following the instructions on the CDI voting instruction form and may not vote virtually at the special meeting. To allow a sole stockholder time to log in and vote, the poll will run for the entire duration of the meeting. For the purposes of the poll, I appoint Donna Bent of Computershare, the company's share registry, who has examined and prepared summaries of the proxy forms received to act as returning officer and to conduct the poll. Proxies have been inspected and all those validly lodged have been accepted. All undirected proxies that default to the Chair of the Special Meeting of Stockholders will be voted in accordance with the Chair's voting intentions. The Chair intends to vote undirected proxies in favor of all items in which Chair is entitled to vote. We now proceed to the formal business of the Special Meeting of Stockholders and the items set out in The Notice of Special Meeting of Stockholders. Laura, just confirm on my side, I am not seeing the display. I assume it has been shown to those in attendance.

That's correct.

Okay. Thank you very much for confirming. Item 1, adoption of the company's 2026 equity incentive plan. First item to be voted at the Special Meeting of Stockholders is to approve, a, the adoption of the company's 2026 equity incentive plan -- the plan, the terms of which are summarized in the proxy statement; and b, for the purposes of ASX Listing Rule 7.2, Exception 13 and for all other purposes, the issue of shares of common stock in the company under and subject to the terms of the plan for 3 years commencing on the date of the plan is approved by stockholders. The item and proxies received in relation to this item are on the screen. Item 2, approve the issue of up to 5 million shares of common stock. The second item to be voted on the special meeting of stockholders is to approve the issue of up to 5 million shares of common stock pursuant to an underwritten registered public offering on the terms and conditions as set out in the proxy statement pursuant to and for the purposes of ASX Listing Rule 7.1 and for all other purposes. The item and the proxies received in relation to this item are on the screen. Item 3, approve an increase of the nonexecutive director fee pool. The third item to be voted on in the Special Meeting of Stockholders is to approve for the purposes of ASX Listing Rule 10.17, the company's bylaws and for all other purposes that the maximum aggregate annual cash fee pool from which nonexecutive directors of the company may be paid for their services as members of the Board to be increased from AUD 500,000 per annum to USD 600,000 per annum. The item and the proxies received in relation to this are on the screen. Item 4, approve the issue of stock to Mr. Omer Granit. The fourth item to be voted in the Special Meeting of Stockholders is to approve subject to the passing of Item 1, the issue of restricted stock units in the company under the plan to acquire shares of common stock, which may be represented by shares of common stock, RSUs, to Mr. Omer Granit or his nominee in the value of USD 115,000 in each fiscal year during the 3-year period from the date of the special meeting in aggregate a value of USD 345,000 under the plan on the terms and conditions set out in the proxy statement pursuant to and for the purposes of ASX Listing Rule 10.14. The item and the proxies received in relation to this item are on the screen. Item 5, approve the issue of stock to Mr. Erik Levy. The fifth item to be voted on the special meeting of stockholders is to approve, subject to the passing of Item 1, the issue of RSUs to Mr. Erik Levy or his nominee in the value of USD 115,000 in each fiscal year during the 3-year period from the date of the special meeting in aggregate a value of USD 345,000 under the plan and the terms and conditions set out in the proxy statement pursuant to and for the purposes of ASX Listing Rule 10.14. The items and the proxies received in relation to this item are on the screen. Item 6, approve the issue of stock to Mr. Robert Latta. The sixth item to be voted on at the special meeting of stockholders is to approve, subject to the passing of Item 1, the issue of RSUs to Mr. Robert Latta or his nominee in the value of USD 115,000 in each fiscal year during the 3-year period from the date of the special meeting being an aggregate value of USD 345,000 under the plan on the terms and conditions set out in the proxy statement pursuant to and for the purposes of ASX Listing Rule 10.14. The item and the proxies received in relation to this item are on the screen. Item 7, approve the issue of stock to Mr. Tim Johnson. The seventh item to be voted on in the Special Meeting of Stockholders is to approve, subject to passing of Item 1, the issue of RSUs to Mr. Tim Johnson or his nominee in the value of USD 115,000 in each fiscal year during the 3-year period from the date of the special meeting being in aggregate the value of USD 345,000 under the plan on the terms and conditions set out in the proxy statement pursuant to and for the purposes of ASX Listing Rule 10.14. The item and the proxies received in relation to this item are on the screen. Item 8, approve the issue of stock to Mr. Hank Holland. As announced to the ASX on the 21st of August 2026, Item 8 has been withdrawn. Accordingly, voting is not required on this item, and we will move forward with the meeting. That concludes the discussion on items of business. In a few moments, I will close the voting system. When the voting has been collated, the results will be declared on the items and released on the ASX announcements platform and published on the company's website. I will now pause to allow the sole stockholder time to finalize their votes. I will now close the poll. I would like to thank you for all your attendance today, and I declare the Special Meeting of Stockholders closed.

This concludes the meeting. You may now disconnect.