Afterpay : shareholders vote in favour of Scheme

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Afterpay Limited ASX: APT

ASX Announcement

14 December 2021

Afterpay's shareholders vote in favour of Scheme of Arrangement

Afterpay Limited (Afterpay) is pleased to announce that Afterpay shareholders today voted in favour of the proposed acquisition by Lanai (AU) 2 Pty Ltd, a wholly owned indirect subsidiary of Block, Inc. (NYSE: SQ) (Block) (formerly known as Square, Inc.), of Afterpay by way of scheme of arrangement (Scheme).

Voting results of the Scheme Meeting

For the purposes of ASX Listing Rule 3.13.2 and section 251AA(2) of the Corporations Act 2001 (Cth) (Act), Afterpay advises that the resolution to approve the Scheme as set out in the notice of scheme meeting attached to Afterpay's scheme booklet dated Friday, 5 November 2021 (Scheme Booklet), as amended by the resolution set out in the Additional Document dispatched to Afterpay shareholders on 7 December 2021 (Additional Document)(Scheme Resolution) was passed by the requisite majorities of Afterpay shareholders.

In summary:

• 95.34% of Afterpay shareholders present and voting at the scheme meeting (via Afterpay's online meeting platform or by proxy) being in favour of the Scheme Resolution; and
• 99.95% of the total number of votes cast on the Scheme Resolution at the scheme meeting (via Afterpay's online meeting platform or by proxy) being in favour of the Scheme Resolution.

Full details of the poll and proxy results are set out in Annexure A to this announcement.

As announced on 7 December 2021 Afterpay has obtained orders from the Supreme Court of New South Wales (Court) on Tuesday, 7 December 2021 in connection with convening a meeting for the purpose of considering, and if thought fit, agreeing (with or without modification) to an amended Scheme such that the condition relating to the Bank of Spain approval would become a condition to be satisfied by 14 April 2022 (i.e. a condition subsequent as opposed to a condition precedent).

Afterpay Limited | ACN 618 280 649 | ASX:APT
Level 8, 376-390 Collins Street, Melbourne, Vic 3000	1

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Next steps

Afterpay will seek orders from the Court for the approval of the Scheme at the second Court hearing, scheduled for 10.30am (AEDT) on Friday, 17 December 2021.

Should the Court make orders that will be sought by Afterpay at the second Court hearing approving the Scheme:

• the terms of the Scheme would be final at the time of approval of the Scheme on the Second Court Date;
• the Scheme would remain subject to the Bank of Spain condition being satisfied by 14 April 2022;
• if the Bank of Spain condition is satisfied by 14 April 2022, the Scheme will take effect without the need for further shareholder or Court approval; and
• if the Bank of Spain condition is not satisfied by 14 April 2022 the Scheme will not proceed.

If the Court approves the Scheme, Afterpay proposes to lodge the Court orders with the Australian Securities and Investment Commission on the same day (Friday, 17 December 2021), at which time the Scheme will become effective.

Unless otherwise indicated capitalised terms used in this announcement have the meaning given to them in the Scheme Booklet and the Additional Document.

Revised timetable

If and when the Condition Subsequent has been satisfied, Afterpay will announce the implementation timetable on ASX and on its website (https://corporate.afterpay.com/) noting that the dates for implementation will be set in accordance with the following framework. Afterpay has obtained an updated waiver from Listing Rule 7.40 in relation to the revised timetable.

	Milestone		Timing
	Scheme Meeting proxies - the last date and time by which	9.00am (AEDT) on Sunday, 12
	Proxy Forms (including proxies lodged online), powers of	December 2021
	attorney or certificates of appointment of body corporate
	representatives for the Scheme Meeting must be received
	by the Afterpay Share Registry.
	Voting Record Date - the date and time for determining	7.00pm (AEDT) on Sunday, 12
	eligibility to vote at the Scheme Meeting.	December 2021
	Scheme Meeting	9.00am (AEDT) on Tuesday, 14
			December 2021
	Second Court Date to approve the Scheme	17 December 2021
	Afterpay Limited | ACN 618 280 649	| ASX:APT
	Level 8, 376-390 Collins Street, Melbourne, Vic 3000	2

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Effective Date - this is the date on which the Scheme	17 December 2021
comes into effect and is binding on Afterpay Shareholders
and subject only to the Condition Subsequent. Court order
lodged with ASIC and announced on ASX.
Investors should be aware that Afterpay Shares will
continue to trade on ASX after the Effective Date but the
Scheme will remain subject to the Condition Subsequent
being satisfied. Only Afterpay Shareholders who hold
Afterpay Shares on the Record Date (other than Ineligible
Foreign Shareholders) will be provided with the Scheme
Consideration in exchange for their Afterpay Shares. A
Record Date will not be set unless and until the
Condition Subsequent has been satisfied.
Announcement of receipt of Bank of Spain approval,	On receipt of Bank of Spain approval
Condition Subsequent is satisfied, implementation dates	and satisfaction of the Condition
announced on ASX and published on Afterpay website	Subsequent
(Bank of Spain Announcement)
If the Condition Subsequent is satisfied, Afterpay
Shareholders who sell their Afterpay Shares after the
Bank of Spain Announcement date and prior to the
Record Date should be aware that they will not receive
the Scheme Consideration on the Implementation Date.
Investors who acquire Afterpay Shares after the Bank of
Spain Announcement date should be aware that all
Afterpay Shareholders who hold Afterpay Shares on the
Record Date (other than Ineligible Foreign Shareholders)
will be provided with the Scheme Consideration in
exchange for their Afterpay Shares. The exchange ratio
is fixed and holders of Afterpay Shares on the Record
Date (other than Ineligible Foreign Shareholders) will
receive 0.375 New Square Shares or 0.375 New Square
CDIs. Square Class A Shares will continue to trade on
NYSE between the Bank of Spain Announcement date
and the Record Date.
Election Date - the latest time and date by which CDI	5.00pm (AEDT) on the date that is
Election Forms and Share Election Forms must be received	two trading days after the Bank of
by the Afterpay Share Registry, only if holders wish to make	Spain Announcement (but in any
a Share Election or a CDI Election rather than receive their	event no earlier than 17 January 2022)
default Scheme Consideration.
Shareholders wishing to make an election away from the
default Scheme Consideration should ensure their CDI
Election Forms and Share Election Forms are submitted
as soon as possible. Such forms must be returned by the
Afterpay Limited | ACN 618 280 649	| ASX:APT
Level 8, 376-390 Collins Street, Melbourne, Vic 3000	3

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Election Date, which will be 5:00pm (AEDT) two trading
days after the Bank of Spain Announcement, but not
before 17 January 2022.
Afterpay Shares suspended from trading. If the Scheme	Two trading days after Election Date
proceeds, this will be the last day that Afterpay Shares will
trade on ASX.
Commencement of trading of New Square CDIs on ASX	The trading day after Afterpay Shares
under a symbol to be advised before implementation of the	suspended from trading
Scheme (deferred settlement basis).1
Record Date - determination of entitlement of Scheme	5:00pm two trading days after the
Shareholders to receive the Scheme Consideration.	Afterpay Shares are suspended from
	trading (but in any event, not before
	21 January 2022) or any other date as
	agreed by Afterpay and Block
Implementation Date - all Scheme Shareholders2 will be	Five business days after the Record
provided with the Scheme Consideration to which they are	Date3 or any other date as agreed by
entitled on this date.	Afterpay and Block
Holding statements or confirmation advice for New Block	The trading day after the
CDIs will be dispatched	Implementation Date
Commencement of trading of New Block CDIs on ASX	The trading day after the
under a symbol to be advised before implementation of the	Implementation Date
Scheme (normal settlement basis).
Commencement of cross-border conversions of New Block	The trading day after the
Shares and New Block CDIs between Australia and the US.	Implementation Date
Commencement of trading of New Block Shares (including	The trading day after the
Block Class A Shares underlying any New Block CDIs) on	Implementation Date
NYSE.
DRS statements for New Block Shares will be dispatched.	Two trading days after the
	Implementation Date

All dates and times, unless otherwise indicated, refer to the date and time in Sydney, Australia. Any changes to the above timetable will be announced to ASX and notified on Afterpay's website at https://corporate.afterpay.com/.

1 The exact number of New Block Securities to be issued to you will not be known until after the Record Date and will not be communicated to you until after you receive your statement or confirmation advice statements following the Implementation Date. Therefore, please be aware that, if you trade in New Block CDIs during the deferred settlement period and prior to receipt of your holding statement or confirmation advice, you do so at your own risk. See Section 7.5(d) of the Scheme Booklet for further details.

2 Ineligible Foreign Shareholders will have their New Block Shares issued instead to a Sale Agent. These shares will then be sold by the Sale Agent in the ordinary course of trading on NYSE and the net proceeds of the sale will be paid to the Ineligible Foreign Shareholders promptly afterwards. Refer to section 3.5 of the Scheme Booklet for more details on this process.

3 To the extent the Implementation Date would fall on a Monday (AEDT), the Implementation Date will be the Business Day after, and a corresponding change to the Record Date may be made.

Afterpay Limited | ACN 618 280 649 | ASX:APT
Level 8, 376-390 Collins Street, Melbourne, Vic 3000	4

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Further Information

Afterpay shareholders who have questions in relation to the Scheme should contact the Afterpay Shareholder Information Line on 1300 229 418 (within Australia), or [phone] (outside Australia) between Monday to Friday (excluding public holidays in Australia) between 9.00am and 5.00pm (AEDT).

Authorised by

Anthony Eisen

Co-CEO & Managing Director

Ends

For further information please contact

	Investors			Media			Company
	Investors			ANZ			Amanda Street
	Rhianna Fursdon			Amanda Shannahan Moore			Company Secretary
	Senior Director Investor Relations			Global Director, Comms & PR			[e-mail]
	[e-mail]			amanda.shannahan@afterpay.
			com
	[phone]
			[phone]
				North America
				Amanda Pires
				VP, Communications
				[e-mail]
				[phone]

Afterpay Limited | ACN 618 280 649 | ASX:APT
Level 8, 376-390 Collins Street, Melbourne, Vic 3000	5