It's not quite that simple. The scheme needs to be approved by 75% of the total number of shares voted on the scheme (not just 50%). But also, it must be approved by at least 50% of the number of individual shareholders who vote at the scheme meeting (in person or by proxy).
So for example, three holders with 100 shares each can vote down two holders with 100,000 shares each.
In larger listed companies, the issue is that many shareholders usually don't bother to vote. But I suspect that all VGW shareholders will want to vote on this proposal.
Also ASIC is supposed to inform the court if they have any objection to the scheme. If ASIC has received a lot of objections from shareholders, they might mention that to the court. It's possible that they might raise a concern about Mats Johnson, who is clearly not an independent director. But ASIC will not make a call on whether the price is fair, or dividends have been suppressed, etc.
