General Announcement::Scheme meeting - Chair's address and presentation

Afterpay Limited ASX: APT

ASX Announcement

14 December 2021

Afterpay Scheme Meeting

Chair's address and presentation

Afterpay Limited (ASX: APT) (Afterpay) refers to 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 a Scheme of Arrangement (Scheme).

In accordance with ASX Listing Rule 3.13, attached to this announcement are the following documents to be presented at Afterpay's Scheme Meeting being held at 9.00 AM (AEDT) today:

1. Chair's address; and
2. Scheme Meeting presentation slides.

Shareholders are encouraged to attend, participate in and vote at the Scheme Meeting online at http://web.lumiagm.com/354553219(meeting ID 354553219).

The voting results of the Scheme Meeting will be communicated to the ASX shortly after the conclusion of the Scheme Meeting.

A copy of the Scheme Booklet was provided to Afterpay shareholders on 5 November 2021 and is available online at https://corporate.afterpay.com/investors/egm-2021.

Authorised by

Anthony Eisen

Co-CEO & Managing Director

For further information:

Investor Relations	Media		Company Secretary
Rhianna Fursdon	ANZ		Amanda Street
Senior Director Investor Relations	Amanda Shannahan Moore		Company Secretary
[e-mail]	Global Director, Comms & PR		[e-mail]
[phone]	[e-mail]
	[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	| [phone]

Scheme Meeting - Chair's address

Tuesday, 14 December 2021

Slide 1: Scheme Meeting 2021

Good morning everyone. My name is Elana Rubin. I am the Chair of Afterpay Limited and I will be chairing today's Scheme Meeting.

On behalf of the Afterpay Board, I would like to welcome our shareholders, or their proxies, attorneys or representatives present - thank you for attending today.

We have a quorum present and I'm delighted to declare the Scheme Meeting open.

Slide 2: Acknowledgement of Country

In doing so, I acknowledge the Traditional Custodians of the land of the various places where we meet and recognise their continuing connection to land, waters, and communities. I pay my respects to their Elders past, present, and emerging.

I would also like to recognise all First Nations Peoples and diverse communities.

Slide 3: Elana Rubin

Today's Scheme Meeting has been convened pursuant to an order of the Supreme Court of New South Wales made on 4 November 2021.

The purpose of this meeting is for Afterpay shareholders to vote on the proposed Scheme of Arrangement, amended by the Scheme Implementation Deed on 7 December 2021, in relation to the acquisition of Afterpay by Block, (formerly Square) Inc.

Block is a global fintech company incorporated in Delaware. Founded in 2009, Block builds tools that aim to empower businesses and individuals. Block's Class A Shares are listed on NYSE under the symbol SQ.

The combination of Afterpay and Block will bring together two of the fastest-growing global payments companies, to advance a shared mission of economic empowerment and financial inclusion and provide Afterpay shareholders with an opportunity to share in the future growth of an innovative company with an aligned vision.

Today's virtual meeting via the online platform gives shareholders an opportunity to engage, ask questions about the transaction, and vote in real-time.

The online platform is now open for shareholder questions, which I encourage you to submit as early as possible.

Also, in order to provide everyone with an opportunity to vote, and in case anyone cannot stay for the entire meeting, I will now formally open the poll on the Scheme resolution.

Afterpay Limited | ACN 618 280 649 | ASX:APT

Level 8, 376-390 Collins Street, Melbourne, Vic 3000 | [phone]

Slide 4: Afterpay Board

I will now introduce my fellow directors and members of management:

• Joining us online are:
• • Afterpay Co-founders and Co-CEOs Anthony Eisen and Nick Molnar
  • and our non-executive directors Pat O'Sullivan, Gary Briggs, Sharon Rothstein, and Dana Stalder
  • our CFO and Chief People Officer, Rebecca Lowde, and our Company Secretary, Amanda Street
• And joining me from the Melbourne office, is our Senior Director, Investor Relations, Rhianna Fursdon.

Before I commence my address, Rhianna will provide an overview of the online platform, including how to ask questions and vote.

Slide 5: Procedural matters

Thank you, Elana.

First, I would like to provide an overview of the online platform you are now viewing. If at any stage you have difficulties with the platform you will see a helpline number displayed at the top of the page which you can call. That number is [phone].

On the online platform, you will see a video stream on the left, and presentation slides on the right. We lodged these presentation slides with the ASX this morning so they are also available on the ASX website.

You can submit written questions or you may ask questions verbally using the audio questions facility available via the online platform.

Written questions can be submitted at any time. If you have one prepared, please submit it now so that the Chair can answer as many questions as possible.

If you prefer to ask your question verbally by connecting to the audio questions line, please note that you will not be able to see the speaker or the presentation slides while you are queuing to ask your question.

You will however still be able to listen to the meeting.

Please ask one question at a time, and please keep your question short and to the point. This will allow as many shareholders as possible to ask a question.

Slide 6: How to ask a written question

To ask a written question, select the messaging tab at the top of the screen. Type your question, and then hit the arrow symbol to send.

Written questions may be moderated or amalgamated to avoid repetition, and if questions are particularly lengthy, we may need to summarise them in the interest of time.

Afterpay Limited | ACN 618 280 649 | ASX:APT

Level 8, 376-390 Collins Street, Melbourne, Vic 3000 | [phone]

Slide 7: Asking an audio question

If you wish to ask a question verbally, you will need to pause the broadcast on the platform and then click on the link in the "asking audio questions" section of the homepage.

A new page will open where you will be asked to enter your name and the topic of your question before being connected and placed in the audio questions queue.

You will be able to listen to the meeting on this page while you're waiting to ask your question.

Once you have asked your question please return to the online platform to continue watching the meeting and vote.

Each question will come through to our Chair. Either Elana will answer the question or she will direct it to the most appropriate person to answer it.

Slide 8: Voting

As outlined in the Scheme Booklet, the Scheme resolution will be conducted by a poll.

If you are eligible to vote today and are logged in to the online platform, a voting tab will appear. Once you click this, the resolution will appear and you can select a voting option. There is no need to hit a 'submit' or 'send' button, as the vote is automatically recorded.

You can change or cancel your vote at any time until the Chair declares voting closed at the end of the meeting.

Proxy holders are reminded that you must vote in accordance with the proxy holder's directions.

The Chair will vote all available proxies in favour of the Scheme resolution and during the meeting, we will display the number of proxy votes received prior to the meeting in relation to the Scheme resolution.

The voting results will be communicated to the ASX as soon as available today.

I will now pass back to Elana.

Slide 9: Overview of the Scheme

Thank you, Rhianna.

Before moving to the formal business, I will make a few comments on the proposed Scheme of Arrangement1 details of which were made available to shareholders in accordance with the orders of the Supreme Court of New South Wales. I will also provide an update in relation to the next steps towards the implementation of the Scheme.

1 Amended by the Scheme Implementation Deed on 7 December 2021, in relation to the acquisition of Afterpay by Block, (formerly Square) Inc.

Afterpay Limited | ACN 618 280 649 | ASX:APT

Level 8, 376-390 Collins Street, Melbourne, Vic 3000 | [phone]

Slide 10: Overview of the Scheme - Block and Afterpay

As announced on 2 August, Afterpay entered into a Scheme Implementation Deed with Block pursuant to which Block would acquire all of the issued shares in Afterpay by way of Scheme of Arrangement.

The Afterpay Board believes the complementarity of the Afterpay and Block businesses will deliver strong strategic and commercial outcomes and represents a compelling opportunity. The combination will enable the companies to deliver financial products and services that expand access to more customers and drive revenue growth for merchants of all sizes.

From Afterpay's perspective, this will further accelerate growth in the US and globally, enable access to a new category of in-person merchants, and broaden the platform of new and valuable capabilities to its merchants and customers.

If the Scheme is approved and implemented, Afterpay shareholders will be entitled to receive the Scheme Consideration for each Afterpay Share held on the record date. The Scheme Consideration will comprise 0.375 Block Class A Shares or CDIs per Afterpay Share, representing an ownership interest in Block Class A Shares.

This is a fixed ratio, which means that shareholders will receive the ratio of 0.375 regardless of the number of shares on issue at the time of completion.

The all scrip consideration provides Afterpay shareholders with the opportunity to realize long-term value for their shares from the potential expected synergies from the combined companies.

As at 10 December 2021, being Block's last practicable trading day prior to this Scheme Meeting, the implied value of the Scheme Consideration was A$94.82 per share.

As we have previously announced, the regulatory conditions precedent relating to the Scheme including those regulatory conditions set out in detail in section 3.11(a)(1) of the Scheme Booklet, including Australian Foreign Investment Review Board, New Zealand Overseas Investment Office, Spanish FDI, US HSR, and the Australian Tax Office have been satisfied, with the exception of the Bank of Spain condition. Afterpay and Block are confident that the Bank of Spain condition will ultimately be satisfied.

Slide 11: Bank of Spain - Condition Subsequent

While the Bank of Spain condition has not been satisfied prior to this Scheme Meeting, Afterpay has obtained Court orders in connection with holding the meeting and amending the Scheme, so that the Bank of Spain approval is a Condition Subsequent (rather than a condition precedent) to be satisfied by 14 April 20222.

2Afterpay, Block, Inc and Lanai entered into a corresponding amendment to the Scheme Implementation Deed on 7 December 2021 to implement this change.

Afterpay Limited | ACN 618 280 649 | ASX:APT

Level 8, 376-390 Collins Street, Melbourne, Vic 3000 | [phone]