AROWANA INC. (NASDAQ:ARWA) Files An 8-K Submission of Matters to a Vote of Security Holders

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AROWANA INC. (NASDAQ:ARWA) Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07.

Submission of Matters to a Vote of Security
Holders.

On December 20, 2016, Arowana Inc. (ARWA) held an
extraordinary general meeting of its shareholders (the
Shareholder Meeting) and an extraordinary general
meeting of its warrantholders (the Warrantholder Meeting).

Shareholder Meeting

At the Shareholder Meeting, ARWAs shareholders considered the
following proposals:

1.A proposal to adopt the Contribution Agreement, dated as of
August 11, 2016 and amended as of October 18, 2016 and November
15, 2016 (the Contribution Agreement), by and among ARWA,
Arowana International Limited, a company listed on the Australian
Securities Exchange and an affiliate of certain officers
(AWN), directors and shareholders of ARWA, and VivoPower
International PLC, a wholly owned subsidiary of AWN
(VivoPower), which, among other things, provides for ARWA
to contribute to VivoPower the funds held in the trust account
that holds the proceeds of its initial public offering, less
certain expenses, in exchange for ordinary shares of VivoPower,
and to approve the business combination contemplated by such
agreement. The following is a tabulation of the votes with
respect to this proposal:

For

Against

Abstain

Broker Non-Votes

10,137,805

210,000

In connection with this vote, the holders of 5,947,398 of ARWAs
ordinary shares properly exercised their right to convert their
shares into cash at a conversion price of $10.25 per share, for
an aggregate conversion amount of $60,960,829.50, in connection
with the completion of the business combination.

2.A proposal to approve the voluntary winding up of ARWA, subject
to and conditional upon the approval of the Contribution Proposal
and the completion of the transactions contemplated by the
Contribution Agreement (theTransactions). The following is a
tabulation of the votes with respect to this proposal:

For

Against

Abstain

Broker Non-Votes

10,137,805

210,000

3.A proposal to approve a discretionary management incentive
plan, providing for the issuance of equity by VivoPower and
MidCo, a wholly owned subsidiary of VivoPower, to employees and
directors of VivoPower and its subsidiaries. The following is a
tabulation of the votes with respect to this proposal:

For

Against

Abstain

Broker Non-Votes

9,751,205

210,400

386,200

Based on the tabulated votes set forth above, each of the
foregoing proposals was approved. Because the Contribution
Agreement and the business combination contemplated thereby
were adopted and approved, the proposal to adjourn the
Shareholder Meeting to a later date or dates, if necessary, to
permit further solicitation and vote of proxies was not
presented at the Shareholder Meeting.

Warrantholder Meeting

At the Warrantholder Meeting, ARWAs warrantholders considered a
proposal to approve an amendment (the Amendment) to the
warrant agreement that governs all of ARWAs warrants, to
provide that, upon consummation of the transactions
contemplated by the Contribution Agreement, each outstanding
ARWA warrant will be exchanged with ARWA for 1/20 of a
VivoPower ordinary share. The following is a tabulation of the
votes with respect to this proposal:

For

Against

Abstain

Broker Non-Votes

7,188,385

31,031

Based on the tabulated vote set forth above, the foregoing
proposal was approved. Because the Amendment was approved, the
proposal to adjourn the Warrantholder Meeting to a later date
or dates, if necessary, to permit further solicitation and vote
of proxies was not presented at the Warrantholder Meeting.

The transactions contemplated by the Contribution Agreement
(the Transactions) also were approved by the
shareholders of AWN on December 20, 2016.

ARWA expects that the Transactions will be consummated promptly
after the remaining conditions to closing set forth in the
Contribution Agreement are satisfied or waived. The conditions
to closing include, among other things, the receipt of
confirmation from The Nasdaq Stock Market that VivoPower
ordinary shares will be listed on the exchange upon closing.

Forward-Looking Statements

This report and the exhibits hereto include forward-looking
statements within the meaning of the safe harbor provisions of
the U.S. Private Securities Litigation Reform Act of 1995.
Words such as expect, estimate, project, budget, forecast,
anticipate, intend, plan, may, will, could, should, believes,
predicts, potential, continue, and similar expressions are
intended to identify such forward-looking statements. These
forward-looking statements include, without limitation, the
Companys expectations with respect to the satisfaction of the
closing conditions to the transactions and the timing of the
completion of the transactions. These forward-looking
statements involve significant risks and uncertainties that
could cause the actual results to differ materially from the
expected results. Most of these factors are outside the parties
control and difficult to predict. Factors that may cause such
differences include changes adversely affecting the business in
which VivoPower is engaged and the failure to receive required
approvals from government entities and third parties. The
foregoing list of factors is not exclusive. Additional
information concerning these and other risk factors is
contained in the Companys most recent filings with the SEC. All
subsequent written and oral forward-looking statements
concerning the Company, the transactions described herein or
other matters and attributable to the Company or any person
acting on their behalf are expressly qualified in their
entirety by the cautionary statements above. Readers are
cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. The Company
does not undertake or accept any obligation or undertaking to
release publicly any updates or revisions to any
forward-looking statement to reflect any change in their
expectations or any change in events, conditions or
circumstances on which any such statement is based.


About AROWANA INC. (NASDAQ:ARWA)



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