Scheme Implementation Deed
Annexure B Scheme of Arrangement
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© King & Wood Mallesons
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Scheme Implementation Deed
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Scheme of Arrangement
Dated
2021
Afterpay Limited (Afterpay)
Scheme Participants
King & Wood Mallesons
Level 61
Governor Phillip Tower
1 Farrer Place
Sydney NSW 2000
Australia
T +61 2 9296 2000
F +61 2 9296 3999
DX 113 Sydney
www.kwm.com
Scheme of Arrangement
Contents
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Details
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1
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General terms
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2
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1
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Definitions and interpretation
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2
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1.1
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Definitions
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2
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1.2
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General interpretation
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5
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2
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Preliminary
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6
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2.1
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Afterpay
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6
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2.2
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Square
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6
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2.3
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Square Acquirer
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6
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2.4
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If Scheme becomes Effective
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7
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2.5
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Scheme Implementation Deed
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7
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2.6
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Deed Poll
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7
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3
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Conditions precedent
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7
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3.1
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Conditions precedent to Scheme
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7
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3.2
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Conditions precedent and operation of clause 5
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7
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3.3
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Certificate in relation to conditions precedent
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7
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4
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Scheme
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8
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4.1
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Effective Date
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8
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4.2
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End Date
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8
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5
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Implementation of Scheme
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8
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5.1
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Elections
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8
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5.2
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Lodgement of Court orders with ASIC
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9
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5.3
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Transfer and registration of Afterpay Shares
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9
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5.4
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Entitlement to Scheme Consideration
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9
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5.5
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Title and rights in Afterpay Shares
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9
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5.6
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Warranty by Scheme Participants
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10
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5.7
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Transfer free of Encumbrances
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10
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5.8
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Appointment of Square Acquirer as sole proxy
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10
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6
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Scheme Consideration
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10
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6.1
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Consideration under this Scheme
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10
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6.2
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Scheme Consideration
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11
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6.3
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Provision of Scheme Consideration
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11
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6.4
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Fractional entitlements
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12
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6.5
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Scheme Participants agreements
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12
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6.6
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Ineligible Foreign Shareholder Sale Facility
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13
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6.7
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Orders of a Court or Governmental Authority
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14
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6.8
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Shares to rank equally
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14
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6.9
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Joint holders
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14
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7
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Dealings in Scheme Shares
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15
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7.1
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Determination of Scheme Participants
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15
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7.2
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Register
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15
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7.3
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No disposals after Effective Date
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15
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© King & Wood Mallesons
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Scheme of Arrangement
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7.4
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Maintenance of Afterpay Register
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15
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7.5
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Effect of certificates and holding statements
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15
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7.6
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Details of Scheme Participants
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15
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7.7
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Quotation of Afterpay Shares
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16
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7.8
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Termination of quotation of Afterpay Shares
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16
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8
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Instructions and notification
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16
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9
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Power of attorney
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16
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10
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Notices
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16
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10.1
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No deemed receipt
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16
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10.2
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Accidental omission
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16
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11
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General
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17
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11.1
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Variations, alterations and conditions
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17
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11.2
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Further action by Afterpay
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17
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11.3
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Authority and acknowledgement
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17
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11.4
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No liability when acting in good faith
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11.5
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Enforcement of Deed Poll
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11.6
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Stamp duty
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17
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12
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Governing law
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17
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12.1
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Governing law and jurisdiction
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17
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12.2
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Serving documents
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17
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© King & Wood Mallesons
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Scheme of Arrangement
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ii
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Scheme of Arrangement
Details
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Parties
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Afterpay
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Name
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Afterpay Limited
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ACN
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618 280 649
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Formed in
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Victoria
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Address
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Level 23, 2 Freshwater Place Melbourne VIC 3006, Australia
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Email
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legal@afterpay.com.au
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Attention
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General Counsel
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Scheme Participants
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Each person who is an Afterpay Shareholder as at the Record Date.
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Governing law
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Victoria
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© King & Wood Mallesons
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Scheme of Arrangement
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1
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General terms
1
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Definitions and interpretation
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Unless the contrary intention appears, these meanings apply:
ACCC means the Australian Competition and Consumer Commission.
Afterpay Share means an ordinary fully paid share in the capital of Afterpay.
Afterpay Shareholder means each person registered in the Register as a holder of Afterpay Shares.
ASIC means the Australian Securities & Investments Commission.
ASX means ASX Limited or the market operated by it, as the context requires.
ASX Official List means the official list of the entities that ASX has admitted and not removed.
ASX Settlement means ASX Settlement Pty Limited (ABN 49 008 504 532) as the holder of a licence to operate a clearing and settlement
facility.
ASX Settlement Operating Rules means the operating rules of the clearing and settlement facility operated by ASX
Settlement from time to time as modified by any express written waiver or exemption given by ASX or ASX Settlement.
ATO means the
Australian Taxation Office.
Australian Admission means the admission of Square to the ASX Official List as an ASX foreign exempt
listing and the official quotation of all New Square CDIs on ASX.
Business Day means a business day as defined in the Listing
Rules, provided that such day is neither:
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(a)
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a day on which the banks in Sydney, New South Wales, Australia, are authorised or required to close, nor
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(b)
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a day on which the banks in San Francisco, California, United States of America, are authorised or required to
close.
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CDI
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means CHESS depository interest.
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CDI Elected Shareholder means each of:
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(a)
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an Eligible AUSNZ Shareholder who has not made a Share Election; and
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(b)
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an Eligible Non-AUSNZ Shareholder who has made a CDI Election.
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CDI Election means a valid election for New Square CDIs made by an Eligible
Non-AUSNZ Shareholder pursuant to the terms of this Scheme.
CDI Election Form means the
form to be completed by an Eligible Non-AUSNZ Shareholder who wishes to make a CDI Election.
CDN means CHESS Depositary Nominees Pty Limited (ACN 071 346 506).
CHESS means Clearing House Electronic Subregister System.
Corporations Act means the Corporations Act 2001 (Cth).
Court means the Supreme Court of New South Wales, or another court of competent jurisdiction under the Corporations Act agreed in
writing by Square, Square Acquirer and Afterpay.
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© King & Wood Mallesons
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Scheme of Arrangement
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2
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Deed Poll means the deed poll executed by Square and Square Acquirer substantially in
the form of Annexure C of the Scheme Implementation Deed or as otherwise agreed by Square, Square Acquirer and Afterpay under which Square and Square Acquirer covenant in favour of each Scheme Participant to perform the obligations attributed to
Square and Square Acquirer under this Scheme.
Details means the section of this agreement headed Details.
Effective means the coming into effect, pursuant to section 411(10) of the Corporations Act, of the order of the Court made under
section 411(4)(b) of the Corporations Act in relation to this Scheme, but in any event at no time before an office copy of the order of the Court is lodged with ASIC.
Effective Date means the date on which this Scheme becomes Effective.
Election Date means the 5th Business Day before the date of the Scheme Meeting or
such other date as agreed in writing by Afterpay and Square.
Election Withdrawal Form means the form to be completed by Eligible
AUSNZ Shareholders or Eligible Non-AUSNZ Shareholders who have made a Share Election or CDI Election (as applicable) who wishes to withdraw that Share Election or CDI Election (as applicable).
Eligible AUSNZ Shareholder means a Scheme Participant whose Registered Address as at the Record Date is in Australia or New Zealand.
Eligible Non-AUSNZ Shareholder means a Scheme Participant whose Registered Address as at
the Record Date is not in Australia or New Zealand (other than an Ineligible Foreign Shareholder).
Encumbrance means any security
for the payment of money or performance of obligations, including a mortgage, charge, lien, pledge, trust, power or title retention or flawed deposit arrangement and any security interest as defined in sections 12(1) or (2) of the
PPSA, right of first refusal, preemptive right, any similar restriction, or any agreement to create any of them or allow them to exist.
End Date means the date that is 12 months after the date of the Scheme Implementation Deed or such other date as is agreed in writing by
Square and Afterpay.
FIRB means the Australian Foreign Investment Review Board.
Governmental Authority means:
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(a)
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any supranational, national, federal, state, county, municipal, local, provincial or foreign government or any
entity exercising executive, legislative, judicial, arbitral, regulatory, taxing, or administrative functions of or pertaining to government;
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(b)
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any public international governmental organisation;
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(c)
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any agency, division, bureau, department, committee, or other political subdivision of any government, entity
or organisation described in the foregoing clauses (a) or (b) of this definition (including patent and trademark offices); or
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(d)
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quasi-governmental, self-regulatory agency, commission or authority, including any national securities exchange
or national quotation system,
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and includes ASX, ACCC, ASIC, the Takeovers Panel, FIRB, OIO, ATO, Bank of Spain,
Department of Justice, US Federal Trade Commission and any state or territory revenue offices.
Implementation Date means the 5th Business Day following the Record Date or such other date after the Record Date as is agreed in writing by Square and Afterpay.
Ineligible Foreign Shareholder means an Afterpay Shareholder:
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(a)
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who is (or is acting on behalf of) a citizen or resident of a jurisdiction other than residents of Australia
and its external territories, Canada, Hong Kong, New Zealand, Singapore, Switzerland, United Kingdom and the United States; or
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© King & Wood Mallesons
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Scheme of Arrangement
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3
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(b)
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whose address shown in the Register is a place outside Australia and its external territories, Canada, Hong
Kong, New Zealand, Singapore, Switzerland, United Kingdom and the United States or who is acting on behalf of such a person,
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unless Square determines that:
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(c)
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it is lawful and not unduly onerous or unduly impracticable to issue that Afterpay Shareholder with the New
Square Shares or New Square CDIs on implementation of this Scheme; and
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(d)
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it is lawful for that Afterpay Shareholder to participate in this Scheme by the law of the relevant place
outside Australia and its external territories, Canada, Hong Kong, New Zealand, Singapore, Switzerland, United Kingdom and the United States.
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Ineligible Foreign Shareholder Sale Facility means the facility to be conducted in accordance with clause 6.6.
Listing Rules means the Listing Rules of ASX.
New Square CDIs means the Square CDIs to be issued to Scheme Participants as Scheme Consideration under this Scheme.
New Square Shares means the fully paid Square A Shares to be issued to Scheme Participants as Scheme Consideration under this Scheme.
Nominee Holder has the meaning given in clause 5.1(f).
NYSE means the New York Stock Exchange.
OIO means the New Zealand Overseas Investment Office.
PPSA means the Personal Property Securities Act 2009 (Cth).
Record Date means 5.00pm on the 25th Business Day following the Effective Date or
any other date as agreed between Afterpay and Square.
Register means the register of members of Afterpay maintained by or on behalf
of Afterpay in accordance with section 168(1) of the Corporations Act.
Registered Address means, in relation to an Afterpay
Shareholder, the address shown in the Register.
Registry means Computershare Investor Services or such other person nominated by
Afterpay to maintain the Register.
Scheme means this scheme of arrangement between Afterpay and Scheme Participants under which all
of the Scheme Shares will be transferred to Square Acquirer under Part 5.1 of the Corporations Act as described in clause 6 of this Scheme, in consideration for the Scheme Consideration, subject to any amendments or conditions made or required by
the Court pursuant to section 411(6) of the Corporations Act to the extent they are approved in writing by Afterpay and Square in accordance with clause 11 of this Scheme.
Scheme Consideration means the consideration payable by Square Acquirer (or by Square on behalf of and at the direction of Square
Acquirer) for the transfer of Afterpay Shares held by a Scheme Participant to Square Acquirer, being, in respect of each Afterpay Share:
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(a)
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where the Scheme Participant is a Share Elected Shareholder, 0.375 New Square Shares; and
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(b)
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where the Scheme Participant is a CDI Elected Shareholder, 0.375 New Square CDIs.
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Scheme Implementation Deed means the scheme implementation deed dated 2 August 2021 between Afterpay, Square and Square
Acquirer under which, amongst other things, Afterpay has agreed to propose this Scheme to Afterpay Shareholders, and each of Square, Square Acquirer and Afterpay have agreed to take certain steps to give effect to this Scheme.
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© King & Wood Mallesons
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Scheme of Arrangement
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4
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Scheme Meeting means the meeting of Afterpay Shareholders, ordered by the Court to be
convened pursuant to section 411(1) of the Corporations Act at which Afterpay Shareholders will vote on this Scheme.
Scheme
Participant means each person who is an Afterpay Shareholder as at the Record Date.
Scheme Share means an Afterpay Share
held by a Scheme Participant as at the Record Date and, for the avoidance of doubt, includes any Afterpay Shares issued on or before the Record Date.
Second Court Date means the first day on which an application made to the Court under section 411(4)(b) of the Corporations Act
approving the Scheme is heard or scheduled to be heard or, if the application is adjourned for any reason, the date on which the adjourned application is heard or scheduled to be heard.
Share Elected Shareholder means:
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(a)
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an Eligible AUSNZ Shareholder who has made a valid Share Election;
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(b)
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an Eligible Non-AUSNZ Shareholder who has not made a valid CDI
Election.
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Share Election means a valid election for New Square Shares made by an Eligible AUSNZ Shareholder
pursuant to the terms of this Scheme.
Share Election Form means the form to be completed by an Eligible AUSNZ Shareholder who
wishes to make a Share Election.
Share Scheme Transfer means, for each Scheme Participant, a duly completed and executed proper
instrument of transfer of the Scheme Shares held by that Scheme Participant for the purposes of section 1071B of the Corporations Act, which may be a master transfer of all Scheme Shares.
Square means Square, Inc.
Square A Share means a share of Class A common stock of Square.
Square Acquirer means Lanai (AU) 2 Pty Ltd (ACN 652 352 451).
Square B Share means a share of Class B common stock of Square.
Square CDI means a unit of beneficial ownership in a Square A Share (in the form of a CDI) that is registered in the name of CDN in
accordance with the ASX Settlement Operating Rules, for the purpose of enabling the securities to be recorded and transferred in accordance with those operating rules.
Square Register means the register of shareholders maintained by Square or its agent.
Square Share means a Square A Share or Square B Share.
Subsidiary of an entity means another entity which:
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(a)
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is a subsidiary of the first entity within the meaning of the Corporations Act; and
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(b)
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is part of a consolidated entity constituted by the first entity and the entities it is required to include in
the consolidated financial statements it prepares, or would be if the first entity was required to prepare consolidated financial statement.
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Takeovers
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Panel means the Australian Takeovers Panel.
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1.2
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General interpretation
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Headings and labels used for definitions are for convenience only and do not affect interpretation. Unless the contrary intention appears, in
this document:
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(a)
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the singular includes the plural and vice versa;
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© King & Wood Mallesons
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Scheme of Arrangement
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5
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(b)
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the meaning of general words is not limited by specific examples introduced by including, for
example, such as or similar expressions;
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(c)
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a reference to person includes an individual, a body corporate, a partnership, a joint
venture, an unincorporated association and an authority or any other entity or organisation;
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(d)
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a reference to a particular person includes the persons executors, administrators, successors,
substitutes (including persons taking by novation) and assigns;
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(e)
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a reference to a time of day is a reference to the time in Melbourne, Australia;
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(f)
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a reference to dollars, $ or A$ is a reference to the currency of Australia;
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(g)
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a reference to any legislation includes regulations under it and any consolidations, amendments, re-enactments or replacements of any of them;
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(h)
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a reference to a group of persons is a reference to any 2 or more of them jointly and to each of them
individually;
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(i)
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a period of time starting from a given day or the day of an act or event, is to be calculated exclusive of that
day;
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(j)
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if a party must do something under this document on or by a given day and it is done after 5.00pm on that day,
it is taken to be done on the next day; and
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(k)
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if the day on which a party must do something under this document is not a Business Day, the party must do it
on the next Business Day.
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Afterpay is:
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(a)
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a public company limited by shares;
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(b)
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incorporated in Australia and registered in Victoria; and
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(c)
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admitted to the official list of ASX and Afterpay Shares are officially quoted on the stock market conducted by
ASX.
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As at 2 August 2021, Afterpay has on issue 290,073,416 Afterpay Shares.
Square is:
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(a)
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a corporation incorporated under the laws of the State of Delaware; and
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(b)
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Square Shares are officially listed on the NYSE.
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Square Acquirer is:
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(a)
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a proprietary company limited by shares; and
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(b)
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incorporated in Australia and registered in Victoria.
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© King & Wood Mallesons
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Scheme of Arrangement
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6
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2.4
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If Scheme becomes Effective
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If this Scheme becomes Effective:
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(a)
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in consideration of the transfer of each Scheme Share to Square Acquirer, Square Acquirer will provide or
procure the provision of the Scheme Consideration to each Scheme Participant in accordance with the terms of this Scheme;
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(b)
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all Scheme Shares will be transferred to Square Acquirer on the Implementation Date; and
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(c)
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Afterpay will enter the name of Square Acquirer in the Register in respect of all Scheme Shares transferred to
Square Acquirer in accordance with the terms of this Scheme.
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2.5
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Scheme Implementation Deed
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Afterpay, Square and Square Acquirer have agreed by executing the Scheme Implementation Deed to implement the terms of this Scheme.
Square and Square Acquirer have executed the Deed Poll for the purpose of covenanting in favour of the Scheme Participants to perform (or
procure the performance of) the obligations attributable to Square and Square Acquirer as contemplated by this Scheme, including to provide the Scheme Consideration to the Scheme Participants.
3.1
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Conditions precedent to Scheme
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This Scheme is conditional on, and will have no force or effect until, the satisfaction of each of the following conditions precedent:
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(a)
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as at 8.00am on the Second Court Date, the Scheme Implementation Deed and Deed Poll not having been terminated;
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(b)
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all of the conditions precedent in clause 3.1 of the Scheme Implementation Deed having been satisfied or waived
(other than the conditions precedent relating to Court approval set out in item 3.1(h) of the Scheme Implementation Deed) in accordance with the terms of the Scheme Implementation Deed;
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(c)
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the Court having approved this Scheme, with or without any modification or condition, pursuant to section
411(4)(b) of the Corporations Act, and if applicable, Afterpay and Square having accepted in writing any modification or condition made or required by the Court under section 411(6) of the Corporations Act; and
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(d)
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the coming into effect, pursuant to section 411(10) of the Corporations Act, of the orders of the Court made
under section 411(4)(b) of the Corporations Act (and, if applicable, section 411(6) of the Corporations Act) in relation to this Scheme.
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3.2
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Conditions precedent and operation of clause 5
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The satisfaction of each condition of clause 3.1 of this Scheme is a condition precedent to the operation of clause 5 of this Scheme.
3.3
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Certificate in relation to conditions precedent
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Afterpay and Square must provide to the Court on the Second Court Date a certificate, or such other
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© King & Wood Mallesons
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Scheme of Arrangement
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7
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evidence as the Court requests, confirming (in respect of matters within their knowledge) whether or not all of the conditions precedent set out in clause 3.1 of this Scheme (other than the
conditions precedent in clauses 3.1(c) and 3.1(d) of this Scheme) have been satisfied or waived as at 8.00am on the Second Court Date.
The
certificate referred to in this clause 3.3 will constitute conclusive evidence of whether the conditions precedent referred to in clause 3.1 of this Scheme (other than the condition precedent in clauses 3.1(c) and 3.1(d) of this Scheme) have been
satisfied or waived as at 8.00am on the Second Court Date.
Subject to clause 4.2, this Scheme will come into effect pursuant to section 411(10) of the Corporations Act on and from the Effective
Date.
This Scheme will lapse and be of no further force or effect if:
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(a)
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the Effective Date does not occur on or before the End Date; or
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(b)
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the Scheme Implementation Deed or Deed Poll is terminated in accordance with its terms.
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5
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Implementation of Scheme
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(a)
|
A Scheme Participant who is an Eligible AUSNZ Shareholder may make a Share Election to receive New Square
Shares instead of New Square CDIs by completing a Share Election Form and returning it to the address specified in the Share Election Form so that it is received by the Registry (and not withdrawn) by no later than 5.00pm on the Election Date.
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(b)
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Subject to clause 5.1(c), a Scheme Participant who is an Eligible
Non-AUSNZ Shareholder may make a CDI Election to receive New Square CDIs instead of New Square Shares by completing a CDI Election Form and returning it to the address specified in the CDI Election Form so
that it is received by the Registry (and not withdrawn) by no later than 5.00pm on the Election Date.
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(c)
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In the event that ASX does not grant approval for Australian Admission on or before the Business Day after the
Effective Date, and Square and Afterpay both provide written consent in accordance with clause 4.4 of the Scheme Implementation Deed, all CDI Elections will be disregarded and the entitlements of all Scheme Participants (including those who made a
CDI Election) will be satisfied by the distribution of New Square Shares in the manner described in clause 6.2(a).
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(d)
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A Scheme Participant may withdraw their Share Election under clause 5.1(a) or their CDI Election under clause
5.1(b) by lodging an Election Withdrawal Form provided that it is received by the Registry by no later than 5.00pm on the Election Date.
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(e)
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Subject to clause 5.1(f), a Share Election under clause 5.1(a) or a CDI Election under clause 5.1(b) may only
be made in respect of all and not part of the Afterpay Shares held by the relevant Scheme Participant.
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(f)
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A Scheme Participant who holds one or more parcels of Afterpay Shares as trustee or nominee for, or otherwise
on account of, another person (Nominee Holder):
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(i)
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subject to clause 5.1(f)(ii), may make separate elections in accordance with clauses 5.1(a) or 5.1(b) in
relation to each of those parcels of Afterpay Shares by lodging a separate election
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form for each separate holding in accordance with clauses 5.1(a) or 5.1(b), and in each case in accordance with clause 5.1(e); and
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(ii)
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for the purposes of determining entitlements under this Scheme, will be treated as if they were a separate CDI
Elected Shareholder or Share Elected Shareholder (as relevant) in respect of each parcel of Afterpay Shares in respect of which an election has been made.
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(g)
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Square Acquirer will determine, in its sole discretion, all questions as to the correct completion of a CDI
Election Form, Share Election Form or Election Withdrawal Form, and time of receipt of such form. Square Acquirer is not required to communicate with any Scheme Participant prior to making this determination. The determination of Square Acquirer
will be final and binding on the Scheme Participant.
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5.2
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Lodgement of Court orders with ASIC
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If the conditions precedent set out in clause 3.1 of this Scheme (other than the condition precedent in clause 3.1(d) of this Scheme) are
satisfied, Afterpay must lodge with ASIC, in accordance with section 411(10) of the Corporations Act, an office copy of the Court order approving this Scheme as soon as possible, and in any event by no later than 4.00pm on the first Business
Day after the day on which the Court approves this Scheme or such later time as Square and Afterpay agree in writing.
5.3
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Transfer and registration of Afterpay Shares
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On the Implementation Date, but subject to the provision of the Scheme Consideration for the Scheme Shares in accordance with clause 6 of this
Scheme and Square Acquirer having provided Afterpay with written confirmation of the provision of the Scheme Consideration:
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(a)
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the Scheme Shares, together with all rights and entitlements attaching to the Scheme Shares as at the
Implementation Date, will be transferred to Square Acquirer, without the need for any further act by any Scheme Participant (other than acts performed by Afterpay as attorney and agent for Scheme Participants under clause 9 of this Scheme), by:
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(i)
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Afterpay delivering to Square Acquirer a duly completed and executed Share Scheme Transfer executed on behalf
of the Scheme Participants by Afterpay, for registration; and
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(ii)
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Square Acquirer duly executing the Share Scheme Transfer and delivering it to Afterpay for registration; and
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(b)
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as soon as practicable after receipt of the duly executed Share Scheme Transfer, Afterpay must enter, or
procure the entry of, the name of Square Acquirer in the Register in respect of all Scheme Shares transferred to Square Acquirer in accordance with the terms of this Scheme.
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5.4
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Entitlement to Scheme Consideration
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On the Implementation Date, in consideration for the transfer to Square Acquirer of the Scheme Shares, each Scheme Participant will be entitled
to receive the Scheme Consideration in respect of each of their Scheme Shares in accordance with clause 6 of this Scheme.
5.5
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Title and rights in Afterpay Shares
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Subject to the provision of the Scheme Consideration for the Scheme Shares as contemplated by clause 6 of this Scheme, on and from the
Implementation Date, Square Acquirer will be beneficially entitled to the Scheme Shares transferred to it under the Scheme, pending registration by Afterpay of Square Acquirer in the Register as the holder of the Scheme Shares.
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Scheme of Arrangement
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5.6
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Warranty by Scheme Participants
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Each Scheme Participant warrants to and is deemed to have authorised Afterpay to warrant to Square Acquirer as agent and attorney for the
Scheme Participant by virtue of this clause 5.6, that:
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(a)
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all their Scheme Shares (including any rights and entitlements attaching to those shares) transferred to Square
Acquirer under the Scheme will, as at the date of the transfer, be fully paid and free from all Encumbrances; and
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(b)
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they have full power and capacity to sell and to transfer their Scheme Shares (including any rights and
entitlements attaching to those shares) to Square Acquirer under this Scheme.
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5.7
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Transfer free of Encumbrances
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To the extent permitted by law, all Afterpay Shares (including any rights and entitlements attaching to those shares) which are transferred to
Square Acquirer under this Scheme will, at the date of the transfer of them to Square Acquirer, vest in Square Acquirer free from all Encumbrances and interests of third parties of any kind, whether legal or otherwise, and free from any restrictions
on transfer of any kind not referred to in this Scheme.
5.8
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Appointment of Square Acquirer as sole proxy
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Subject to the provision of the Scheme Consideration for the Scheme Shares as contemplated by clauses 5.3 and 6 of this Scheme, on and from the
Implementation Date until Afterpay registers Square Acquirer as the holder of all of the Afterpay Shares in the Register, each Scheme Participant:
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(a)
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irrevocably appoints Afterpay as attorney and agent (and directs Afterpay in such capacity) to appoint Square
Acquirer and each of its directors from time to time (jointly and each of them individually) as its sole proxy, and where applicable corporate representative, to attend shareholders meetings, exercise the votes attaching to Afterpay Shares
registered in its name and sign any shareholders resolution, and no Scheme Participant may itself attend or vote at any of those meetings or sign any resolutions, whether in person, by proxy or by corporate representative (other than pursuant to
this clause 5.8(a));
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(b)
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must take all other actions in the capacity of the registered holder of Afterpay Shares as Square Acquirer
directs; and
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(c)
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acknowledges and agrees that in exercising the powers referred to in clause 5.8(a), Square Acquirer and any
director or corporate representative nominated by Square Acquirer under clause 5.8(a) may act in the best interests of Square Acquirer as the intended registered holder of the Scheme Shares.
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Afterpay undertakes in favour of each Scheme Participant that it will appoint Square Acquirer and each of its directors from time to time
(jointly and each of them individually) as that Scheme Participants proxy or, where applicable, corporate representative in accordance with clause 5.8(a) of this Scheme.
6.1
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Consideration under this Scheme
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On the Implementation Date, Square Acquirer:
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(a)
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must provide or procure as set forth in clause 6.1(b), in consideration for the transfer to Square Acquirer of
the Afterpay Shares, the Scheme Consideration is issued to the Scheme Participants (or to the nominee in the case of Ineligible Foreign Shareholders, in accordance with clause 6.6) in accordance with this clause 6; and
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Scheme of Arrangement
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(b)
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agrees to cause Square to, and Square will at the direction of and on behalf of Square Acquirer (in
satisfaction of Square Acquirers obligation to provide such Scheme Consideration under clause 6.1(a)), issue the Scheme Consideration in accordance with this clause 6. If Square Acquirer fails to provide direction to Square as contemplated by
this clause 6.1(b) (or to have otherwise procured the provision of the Scheme Consideration) within 1 Business Day following the Effective Date, Square Acquirer will be deemed to have provided such direction to Square and Square agrees that it will
take the actions required by this clause 6.1(b).
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Subject to the terms and conditions of this Scheme (including clause 6.6 in relation to Ineligible Foreign Shareholders and clause 6.4 in
relation to fractional elements), the Scheme Consideration to be provided to each Scheme Participant will be provided:
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(a)
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in respect of a Share Elected Shareholder, by the issue by Square (on behalf of and at the direction of Square
Acquirer) of the Scheme Consideration comprising New Square Shares to that Scheme Participant on the Implementation Date; and
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(b)
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in respect of a CDI Elected Shareholder, by the issue by Square (on behalf of and at the direction of Square
Acquirer) of Scheme Consideration comprising New Square CDIs to that Scheme Participant on the Implementation Date.
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6.3
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Provision of Scheme Consideration
|
Subject to the other provisions of this clause 6, the obligations of Square Acquirer to provide (or procure the provision of) the Scheme
Consideration to the Scheme Participants will be satisfied:
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(a)
|
in the case of Scheme Consideration that is required to be provided to Scheme Participants in the form of New
Square Shares, by Square procuring that:
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(i)
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the name and address of each such Scheme Participant is entered into the Square Register on the Implementation
Date in respect of the New Square Shares to which it is entitled under this clause 6; and
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(ii)
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a share certificate or holding statement (or equivalent document) is sent to the Registered Address of each
such Scheme Participant representing the number of New Square Shares issued to the Scheme Participant pursuant to this Scheme;
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(b)
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in the case of Scheme Consideration that is required to be provided to Scheme Participants in the form of New
Square CDIs, by Square:
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(i)
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issuing to CDN to be held on trust that number of New Square Shares that will enable CDN to issue New Square
CDIs as envisaged by this clause 6 on the Implementation Date;
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(ii)
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procuring that the name and address of CDN is entered into the Square Register in respect of those New Square
Shares on the Implementation Date and that a share certificate or holding statement (or equivalent document) in the name of CDN representing those New Square Shares is sent to CDN;
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(iii)
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procuring that on the Implementation Date, CDN issues to each such Scheme Participant the number of New Square
CDIs to which it is entitled under this clause 6;
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(iv)
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procuring that on the Implementation Date, the name of each such Scheme Participant is entered in the records
maintained by CDN as the holder of the New Square CDIs issued to that Scheme Participant on the Implementation Date;
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Scheme of Arrangement
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(v)
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in the case of each such Scheme Participant who held Scheme Shares on the CHESS subregister procuring
that the CDIs are held on the CHESS subregister on the Implementation Date and sending or procuring the sending of an allotment advice that sets out the number of New Square CDIs issued and procuring that ASX Settlement and Transfer Corporation Pty
Ltd will provide at the end of the month of allotment a CDI holding statement confirming the number of New Square CDIs held on the CHESS subregister by that Scheme Participant; and
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(vi)
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in the case of each such Scheme Participant who held Scheme Shares on the issuer sponsored subregister
procuring that the New Square CDIs are held on the issuer sponsored subregister on the Implementation Date and sending or procuring the sending of a CDI holding statement to each such Scheme Participant which sets out the number of New Square CDIs
held on the issuer sponsored subregister by that Scheme Participant.
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6.4
|
Fractional entitlements
|
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(a)
|
If the number of Afterpay Shares held by a Scheme Participant at the Record Date is such that the aggregate
entitlement of the Scheme Participant to Scheme Consideration comprising New Square Shares or New Square CDIs includes a fractional entitlement to a New Square Share or New Square CDI, the entitlement will be rounded as follows:
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(i)
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if the fractional entitlement is less than 0.5, it will be rounded down to zero New Square Shares or New Square
CDIs; and
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(ii)
|
if the fractional entitlement is equal to or more than 0.5, it will be rounded up to one New Square Share or
New Square CDI.
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(b)
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If a Nominee Holder makes separate elections in relation to parcels of Afterpay Shares it holds as trustee or
nominee for, or otherwise on account of, another person, then for the purposes of this clause 6.4 the Scheme Consideration of the Nominee Holder will be calculated and rounded based on each nominated parcel of Afterpay Shares held by the Nominee
Holder as trustee or nominee for, or otherwise on account of, another person.
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(c)
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If a Nominee Holder does not make separate elections in relation to parcels of Afterpay Shares it holds as
trustee or nominee for, or otherwise on account of, another person, then for the purposes of this clause 6.4, the Scheme Consideration for the Nominee Holder will be calculated and rounded based on the aggregate number of Afterpay Shares held by the
Nominee Holder in those parcels as trustee or nominee for, or otherwise on account of, other persons.
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6.5
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Scheme Participants agreements
|
Under this Scheme, each Scheme Participant (and the nominee on behalf of the Ineligible Foreign Shareholders) irrevocably:
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(a)
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agrees to the transfer of their Afterpay Shares together with all rights and entitlements attaching to those
Afterpay Shares in accordance with this Scheme;
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(b)
|
agrees to the variation, cancellation or modification of the rights attached to their Afterpay Shares
constituted by or resulting from this Scheme;
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(c)
|
agrees to, on the direction of Square Acquirer, destroy any holding statements or share certificates relating
to their Afterpay Shares;
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(d)
|
agrees to become a shareholder of Square, to have their name entered in the Square Register, accepts the New
Square Shares or New Square CDIs (as relevant) issued to them and agrees to be bound by Squares Amended and Restated Certificate of Incorporation;
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(e)
|
agrees and acknowledges that the issue of New Square Shares or New Square CDIs (as applicable) in accordance
with clause 6.1 constitutes satisfaction of all that persons entitlements under this Scheme;
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(f)
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acknowledges that this Scheme binds Afterpay and all of the Scheme Participants from time to time (including
those who do not attend the Scheme Meeting and those who do not vote, or vote against this Scheme, at the Scheme Meeting); and
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(g)
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consents to Afterpay, Square and Square Acquirer doing all things and executing all deeds, instruments,
transfers or other documents as may be necessary or desirable to give full effect to this Scheme and the transactions contemplated by it.
|
6.6
|
Ineligible Foreign Shareholder Sale Facility
|
Where a Scheme Participant is an Ineligible Foreign Shareholder, each Ineligible Foreign Shareholder authorises Square (on behalf of and at the
direction of Square Acquirer) to:
|
(a)
|
issue to a nominee appointed by Square any New Square Shares to which an Ineligible Foreign Shareholder would
otherwise be entitled to (Relevant Square Shares);
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(b)
|
procure, as soon as reasonably practicable after the Implementation Date, and in no event no more than 30 days
after the Implementation Date, that the nominee:
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|
(i)
|
sells or procures the sale of all of the Relevant Square Shares issued to the nominee pursuant to clause 6.6(a)
(including on an aggregated or partially aggregate basis), in the ordinary course of trading on the NYSE at such price as the nominee determines in good faith; and
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(ii)
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remits to Square (on behalf of and at the direction of Square Acquirer) the proceeds of sale (net of any
applicable brokerage, stamp duty and other selling costs, taxes and charges) (Proceeds); and
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(c)
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promptly after the last sale of the Relevant Square Shares in accordance with clause 6.6(b)(i), pay to each
Ineligible Foreign Shareholder an amount equal to the proportion of the net proceeds of sale received by Square under clause 6.6(b)(ii) to which that Ineligible Foreign Shareholder is entitled, in full satisfaction of their entitlement to the
Relevant Square Shares, in accordance with the following formula:
|
A = (B/C) × D
Where
A is the amount
to be paid to the Ineligible Foreign Shareholder;
B is the number of Relevant Square Shares attributable to, and that would
otherwise have been issued to, that Ineligible Foreign Shareholder had it not been an Ineligible Foreign Shareholder and which are instead issued to the nominee;
C is the total number of Relevant Square Shares attributable to, and which would otherwise have been issued to, all Ineligible Foreign
Shareholders collectively and which are instead issued to the nominee; and
D is the Proceeds (as defined in clause 6.6(b)(ii)).
|
(d)
|
None of Afterpay, Square or Square Acquirer make any representation as to the amount of proceeds of sale to be
received by Ineligible Foreign Shareholders under the Ineligible Foreign Shareholder Sale Facility. Each of Afterpay, Square and Square Acquirer expressly disclaim any fiduciary duty to the Ineligible Foreign Shareholders which may arise in
connection with the Ineligible Foreign Shareholder Sale Facility.
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6.7
|
Orders of a Court or Governmental Authority
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(a)
|
Afterpay may deduct and withhold from any consideration which would otherwise be provided to a Scheme
Participant in accordance with this clause 6, any amount which Afterpay, Square and Square Acquirer determine is required to be deducted and withheld from that consideration under any applicable law, including any order, direction or notice made or
given by a court of competent jurisdiction or by another Governmental Authority.
|
|
(b)
|
To the extent that amounts are so deducted or withheld, such deducted or withheld amounts will be treated for
all purposes under this Scheme as having been paid to the person in respect of which such deduction and withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate taxing agency.
|
|
(c)
|
If written notice is given to Afterpay of an order, direction or notice made or given by a court of competent
jurisdiction or by another Governmental Authority that:
|
|
(i)
|
requires consideration which would otherwise be provided to a Scheme Participant in accordance with this clause
6 to instead be paid or provided to a Governmental Authority or other third party (either through payment of a sum or the issuance of a security), then Afterpay shall be entitled to procure that provision of that consideration is made in accordance
with that order, direction or notice (and payment or provision of that consideration in accordance with that order, direction or notice will be treated for all purposes under this Scheme as having been paid or provided to that Scheme Participant);
or
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(ii)
|
prevents consideration being provided to any particular Scheme Participant in accordance with this clause 6, or
the payment or provision of such consideration is otherwise prohibited by applicable law, Afterpay shall be entitled to (as applicable) direct Square not to issue (or procure the issue of), or to issue or provide to a trustee or nominee, such number
of New Square Shares or New Square CDIs as that Scheme Participant would otherwise be entitled to under this clause 6, until such time as payment or provision of the consideration in accordance with this clause 6 is permitted by that order or
direction or otherwise by law.
|
6.8
|
Shares to rank equally
|
Square covenants in favour of Afterpay (in its own right and on behalf of the Scheme Participants) that:
|
(a)
|
the New Square Shares and Square A Shares underlying New Square CDIs will rank equally in all respects with all
existing Square A Shares (but not Square B Shares);
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|
(b)
|
it will do everything reasonably necessary to ensure that trading in the New Square Shares and the New Square
CDIs commences by the first Business Day after the Implementation Date;
|
|
(c)
|
the New Square Shares and New Square CDIs will be duly and validly issued in accordance with applicable laws
and Squares certificate of incorporation and bylaws; and
|
|
(d)
|
on issue, each New Square Share and New Square CDI will be fully paid and free from any Encumbrance.
|
In the case of Afterpay Shares held in joint names:
|
(a)
|
any New Square Shares or New Square CDIs (as applicable) to be issued under this Scheme must be issued and
registered in the names of the joint holders and entry in the Square Register must take place in the same order as the holders names appear in the Register; and
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Scheme of Arrangement
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(b)
|
any document required to be sent under this Scheme, will be forwarded to either, at the sole discretion of
Afterpay, the holder whose name appears first in the Register as at the Record Date or to the joint holders.
|
7
|
Dealings in Scheme Shares
|
7.1
|
Determination of Scheme Participants
|
To establish the identity of the Scheme Participants, dealings in Scheme Shares or other alterations to the Register will only be recognised by
Afterpay if:
|
(a)
|
in the case of dealings of the type to be effected using CHESS, the transferee is registered in the Register as
the holder of the relevant Scheme Shares on or before the Record Date; and
|
|
(b)
|
in all other cases, registrable transmission applications or transfers in registrable form in respect of those
dealings are received on or before the Record Date at the place where the Register is kept.
|
Afterpay must register any registrable transmission applications or transfers of the Scheme Shares received in accordance with
clause 7.1(b) of this Scheme on or before the Record Date.
7.3
|
No disposals after Effective Date
|
If this Scheme becomes Effective, a holder of Scheme Shares (and any person claiming through that holder) must not dispose of or purport or
agree to dispose of any Scheme Shares or any interest in them after the Record Date in any way except as set out in this Scheme and any such disposal will be void and of no legal effect whatsoever.
Afterpay will not accept for registration or recognise for any purpose any transmission, application or transfer in respect of Scheme Shares
received after the Record Date (except a transfer to Square Acquirer pursuant to this Scheme and any subsequent transfer by Square Acquirer or its successors in title).
7.4
|
Maintenance of Afterpay Register
|
For the purpose of determining entitlements to the Scheme Consideration, Afterpay will maintain the Register in accordance with the provisions
of this clause 7.4 until the Scheme Consideration has been issued to the Scheme Participants and Square Acquirer has been entered in the Register as the holder of all the Scheme Shares. The Register in this form will solely determine entitlements to
the Scheme Consideration.
7.5
|
Effect of certificates and holding statements
|
Subject to provision of the Scheme Consideration and registration of the transfer to Square Acquirer contemplated in clauses 5.3 and 7.4 of
this Scheme, any statements of holding in respect of Scheme Shares will cease to have effect after the Record Date as documents of title in respect of those shares (other than statements of holding in favour of Square Acquirer and its successors in
title). After the Record Date, each entry current on the Register as at the Record Date (other than entries in respect of Square Acquirer or its successors in title) will cease to have effect except as evidence of entitlement to the Scheme
Consideration.
7.6
|
Details of Scheme Participants
|
Within 3 Business Days after the Record Date, Afterpay will ensure that details of the names, Registered Addresses and holdings of Scheme
Shares for each Scheme Participant, as shown in the Register at the Record Date are available to Square Acquirer in such form as Square Acquirer reasonably requires.
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Scheme of Arrangement
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7.7
|
Quotation of Afterpay Shares
|
Suspension of trading on ASX in Afterpay Shares will occur from the close of trading on ASX on the Effective Date.
7.8
|
Termination of quotation of Afterpay Shares
|
After this Scheme has been fully implemented (including after the Register and the Square Register have been updated in accordance with
clauses 5.3(b) and 6.3(a)(i)), Afterpay will apply:
|
(a)
|
for termination of the official quotation of Afterpay Shares on ASX; and
|
|
(b)
|
to have itself removed from the official list of ASX.
|
8
|
Instructions and notification
|
If not prohibited by law (and including where permitted or facilitated by relief granted by a Governmental Authority), all instructions,
notifications or elections by a Scheme Participant to Afterpay that are binding or deemed binding between the Scheme Participant and Afterpay relating to Afterpay or Afterpay Shares, including instructions, notifications or elections relating to:
|
(a)
|
whether dividends are to be paid by cheque or into a specific bank account;
|
|
(b)
|
payments of dividends on Afterpay Shares; and
|
|
(c)
|
notices or other communications from Afterpay (including by email),
|
will be deemed from the Implementation Date (except to the extent determined otherwise by Square Acquirer in its sole discretion), by reason of
this Scheme, to be made by the Scheme Participant to Square Acquirer and to be a binding instruction, notification or election to, and accepted by, Square Acquirer until that instruction, notification or election is revoked or amended in writing
addressed to Square Acquirer at its registry.
Each Scheme Participant, without the need for any further act by any Scheme Participant, irrevocably appoints Afterpay and each of its
directors and secretaries (jointly and each of them individually) as its attorney and agent for the purpose of:
|
(a)
|
executing any document necessary or expedient to give effect to this Scheme including the Share Scheme
Transfer;
|
|
(b)
|
enforcing the Deed Poll against Square and Square Acquirer,
|
and Afterpay accepts such appointment.
If a notice, transfer, transmission application, direction or other communication referred to in this Scheme is sent by post to Afterpay, it
will not be taken to be received in the ordinary course of post or on a date and time other than the date and time (if any) on which it is actually received at Afterpays registered office or at the office of the registrar of Afterpay Shares.
The accidental omission to give notice of the Scheme Meeting or the non-receipt of such a notice by any
Afterpay Shareholder will not, unless so ordered by the Court, invalidate the Scheme Meeting or the proceedings of the Scheme Meeting.
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Scheme of Arrangement
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11.1
|
Variations, alterations and conditions
|
|
(a)
|
Afterpay may, with the consent of Square, by its counsel or solicitor consent on behalf of all persons
concerned to any variations, alterations or conditions to this Scheme which the Court thinks fit to impose.
|
|
(b)
|
Each Scheme Participant agrees to any such alterations or conditions which Afterpay has consented to pursuant
to clause 11.1(a).
|
11.2
|
Further action by Afterpay
|
Afterpay will execute all documents and do all things (on its own behalf and on behalf of each Scheme Participant) necessary or expedient to
implement, and perform its obligations under, this Scheme.
11.3
|
Authority and acknowledgement
|
Each of the Scheme Participants:
|
(a)
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irrevocably consents to Afterpay, Square and Square Acquirer doing all things necessary or expedient for or
incidental to the implementation of this Scheme; and
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(b)
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acknowledges that this Scheme binds Afterpay and all Scheme Participants (including those who do not attend the
Scheme Meeting or do not vote at that meeting or vote against the Scheme at that Scheme Meeting) and, to the extent of any inconsistency and to the extent permitted by law, overrides the constitution of Afterpay.
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11.4
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No liability when acting in good faith
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Without prejudice to the parties rights under the Scheme Implementation Deed, neither Afterpay nor Square nor Square Acquirer, nor any of
their respective officers, will be liable for anything done or omitted to be done in the performance of this Scheme in good faith.
11.5
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Enforcement of Deed Poll
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Afterpay undertakes in favour of each Scheme Participant to enforce the Deed Poll against Square and Square Acquirer on behalf of and as agent
and attorney for the Scheme Participants.
Square or Square Acquirer will pay all stamp duty (including any fines, penalties and interest) payable in connection with this Scheme.
12.1
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Governing law and jurisdiction
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The law in force in the place specified in the Details governs this document. The parties submit to the
non-exclusive jurisdiction of the courts of that place.
Without preventing any other method of service, any document in an action in connection with this document may be served on a party by being
delivered or left at that partys address set out in the Details.
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© King & Wood Mallesons
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Scheme of Arrangement
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17
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Scheme Implementation Deed
Annexure C Deed Poll
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© King & Wood Mallesons
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Scheme Implementation Deed
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Deed Poll
Dated 2021
Given by Square, Inc. (Square) and Lanai (AU) 2 Pty Ltd (Square Acquirer)
In favour of each registered holder of fully paid ordinary shares in Afterpay Limited (Afterpay) as at the Record Date
(Scheme Participants)
King & Wood Mallesons
Level 61
Governor Phillip
Tower
1 Farrer Place
Sydney NSW 2000
Australia
T + 61 2 9296 2000
F + 61 2
9296 3999
DX 113 Sydney
www.kwm.com
Ref: DLF:NC:MS
Dead Poll
Contents
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Details
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1
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General terms
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2
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1
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Definitions and interpretation
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2
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1.1
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Definitions
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2
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1.2
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General interpretation
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2
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1.3
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Nature of deed poll
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2
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2
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Conditions precedent and termination
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2.1
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Conditions precedent
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2
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2.2
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Termination
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2.3
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Consequences of termination
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2
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Performance of obligations generally
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3
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4
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Scheme Consideration
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3
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4.1
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Scheme Consideration
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3
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4.2
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New Square Shares to rank equally
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3
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5
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Representations and warranties
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3
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6
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Continuing obligations
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4
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7
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Costs
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7.1
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Costs
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4
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7.2
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Stamp duty and registration fees
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4
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8
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Notices
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4
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General
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5
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9.1
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Variation
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5
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9.2
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Partial exercising of rights
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5
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9.3
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Remedies cumulative
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5
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9.4
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Assignment or other dealings
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5
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9.5
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Further steps
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5
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10
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Governing law and jurisdiction
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5
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10.1
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Governing law and jurisdiction
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5
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10.2
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Serving documents
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5
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10.3
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Appointment of process agent
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6
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Signing page
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7
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Annexure A Scheme
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9
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© King & Wood Mallesons
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Deed Pool
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Dead Pool
Details
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Parties
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Square
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Name
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Square, Inc.
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Formed in
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State of Delaware
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Address
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1455 Market Street, Unit 600
San Francisco, CA 94103
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Email
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Legal-Notices@squareup.com
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Attention
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Legal
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Square Acquirer
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Name
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Lanai (AU) 2 Pty Ltd
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ACN
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652 352 451
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Formed in
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Victoria
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Address
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C/- King & Wood Mallesons
Level 61, Governor Phillip Tower, 1 Farrer Place
Sydney NSW 2000, Australia
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Email
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Legal-Notices@squareup.com
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Attention
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Legal
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In favour of
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Each registered holder of fully paid ordinary shares in Afterpay as at the Record Date.
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Governing law
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Victoria
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Recitals
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A The directors of Afterpay have resolved that Afterpay should
propose the Scheme.
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B The effect of the Scheme will be that all Scheme
Shares will be transferred to Square Acquirer.
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C Afterpay, Square and Square Acquirer have entered into the
Scheme Implementation Deed.
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D In the Scheme Implementation Deed, Square Acquirer agreed
(amongst other things) to provide (or procure the provision of) the Scheme Consideration to the Scheme Participants, subject to the satisfaction of certain conditions.
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E Square and Square Acquirer are entering into this deed
poll for the purpose of covenanting in favour of Scheme Participants to perform the obligations attributed to Square and Square Acquirer in relation to the Scheme.
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© King & Wood Mallesons
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Deed Pool
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1
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Dead Pool
General terms
1
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Definitions and interpretation
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Unless the contrary intention appears, these meanings apply:
Scheme means the proposed scheme of arrangement between Afterpay and Scheme Participants under which all the Scheme Shares will be
transferred to Square Acquirer under Part 5.1 of the Corporations Act, substantially in the form of Annexure A to this document, or as otherwise agreed by Square and Afterpay, subject to any amendments or conditions made or required by the Court
pursuant to section 411(6) of the Corporations Act, to the extent they are approved in writing by Afterpay and Square in accordance with clause 11 of the Scheme.
Scheme Implementation Deed means the scheme implementation deed dated 2 August 2021 between Afterpay, Square and Square Acquirer
under which, amongst other things, Afterpay has agreed to propose the Scheme to Afterpay Shareholders, and each of Square, Square Acquirer and Afterpay has agreed to take certain steps to give effect to the Scheme.
All other words and phrases used in this document have the same meaning as given to them in the Scheme.
1.2
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General interpretation
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Clause 1.2 of the Scheme applies to this document.
Square and Square Acquirer each acknowledge that this document may be relied on and enforced by any Scheme Participant in accordance with its
terms even though the Scheme Participants are not a party to it.
2
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Conditions precedent and termination
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The obligations of Square and Square Acquirer under clause 4 are subject to the Scheme becoming Effective.
The obligations of Square and Square Acquirer under this document will automatically terminate and the terms of this document will be of no
further force or effect if:
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(a)
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the Scheme has not become Effective on or before the End Date; or
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(b)
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the Scheme Implementation Deed is terminated in accordance with its terms.
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2.3
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Consequences of termination
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If this document is terminated under clause 2.2, then, in addition and without prejudice to any other rights, powers or remedies available
to Scheme Participants:
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(a)
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Square and Square Acquirer are each released from their obligations to further perform this document except
those obligations contained in clause 7; and
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© King & Wood Mallesons
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Deed Pool
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2
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(b)
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each Scheme Participant retains the rights, powers or remedies they have against Square and Square Acquirer in
respect of any breach of this document which occurs before it is terminated.
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3
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Performance of obligations generally
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Square and Square Acquirer must comply with the obligations attributed to Square and Square Acquirer under the Scheme Implementation Deed and
do all acts necessary or desirable on its part to give full effect to the Scheme.
Subject to clause 2:
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(a)
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Square Acquirer undertakes in favour of each Scheme Participant to provide or procure as set forth in clause
4.1(b) the provision of the Scheme Consideration to each Scheme Participant;
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(b)
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Square Acquirer undertakes in favour of each Scheme Participant to cause Square to, and Square will at the
direction of and on behalf of Square Acquirer (in satisfaction of Square Acquirers obligation to provide such Scheme Consideration to the Scheme Participants under clause 4.1(a)), issue the Scheme Consideration to each Scheme Participant; and
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(c)
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Square and Square Acquirer undertake to perform all other actions attributed to it under the Scheme,
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in accordance with the Scheme.
Subject to clause 2, if Square Acquirer fails to provide direction to Square as contemplated by clause 4.1(b) (or to have otherwise procured
the provision of the Scheme Consideration) within 1 Business Day following the Effective Date, Square Acquirer will be deemed to have provided such direction to Square and Square agrees that it will take the actions required by clause 4.1(b).
4.2
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New Square Shares to rank equally
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Square undertakes in favour of each Scheme Participant that all New Square Shares issued as Scheme Consideration (including those issued to CDN
in connection with the New Square CDIs) to each Scheme Participant in accordance with the Scheme will, upon their issue:
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(a)
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rank equally with all other Square A Shares then on issue; and
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(b)
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be fully paid and free from Encumbrance.
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5
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Representations and warranties
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Square and Square Acquirer each represent and warrant that:
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(a)
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(status) it has been incorporated or formed in accordance with the laws of its place of incorporation
and remains in good standing thereunder;
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(b)
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(power) it has power to enter into this document, to comply with its obligations under it and exercise
its rights under it;
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(c)
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(no contravention) the entry by it into, its compliance with its obligations and the exercise of its
rights under, this document does not and will not breach:
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(i)
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its constituent documents or cause a limitation on its powers or the powers of its directors to be exceeded;
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© King & Wood Mallesons
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Deed Pool
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3
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(ii)
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any law binding or applicable to it or its assets, except where any conflict would not, individually or in the
aggregate, reasonably be expected to have a Square Material Adverse Effect (as defined in the Scheme Implementation Deed); or
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(iii)
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any other document or agreement that is binding on any it, except where any conflict or breach would not,
individually or in the aggregate, reasonably be expected to have a Square Material Adverse Effect (as defined in the Scheme Implementation Deed);
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(d)
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(authorisations) other than the approvals contemplated by clause 3.1 of the Scheme Implementation Deed,
it has in full force and effect each authorisation necessary for it to enter into this document, to comply with its obligations and exercise its rights under it, and to allow them to be enforced;
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(e)
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(validity of obligations) its obligations under this document are valid and binding and are enforceable
against it in accordance with its terms; and
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(f)
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(solvency) it is not Insolvent (as defined in the Scheme Implementation Deed).
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This document is irrevocable and, subject to clause 2, remains in full force and effect until:
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(a)
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Square and Square Acquirer have fully performed their obligations under this document; or
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(b)
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the earlier termination of this document under clause 2.2.
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Square and Square Acquirer agree to pay all costs in respect of the Scheme (including in connection with the transfer of Afterpay Shares to
Square Acquirer in accordance with the terms of the Scheme) except for amounts covered by clause 7.2.
7.2
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Stamp duty and registration fees
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Square and Square Acquirer:
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(a)
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agree to pay or reimburse all stamp duty, registration fees and similar taxes payable or assessed as being
payable in connection with this document or any other transaction contemplated by this document (including any fees, fines, penalties and interest in connection with any of these amounts); and
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(b)
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indemnify each Scheme Participant against, and agrees to reimburse and compensate it for, any liability in
respect of stamp duty under clause 7.2(a).
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Notices and other communications in connection with this document must be in writing. They must be sent to the address or email address
referred to in the Details and (except in the case of email) marked for the attention of the person referred to in the Details. If the intended recipient has notified changed contact details, then communications must be sent to the changed contact
details.
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© King & Wood Mallesons
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Deed Pool
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4
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A provision of this document or any right created under it may not be varied, altered or otherwise amended unless:
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(a)
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the variation is agreed to by Afterpay and Square in writing; and
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(b)
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the Court indicates that the variation, alteration or amendment would not itself preclude approval of the
Scheme,
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in which event Square and Square Acquirer must enter into a further deed poll in favour of the Scheme
Participants giving effect to the variation, alteration or amendment.
9.2
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Partial exercising of rights
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Unless this document expressly states otherwise, if Square or Square Acquirer do not exercise a right, power or remedy in connection with this
document fully or at a given time, they may still exercise it later.
The rights, powers and remedies in connection with this document are in addition to other rights, powers and remedies given by law
independently of this document.
9.4
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Assignment or other dealings
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Square and each Scheme Participant may not assign or otherwise deal with its rights under this document or allow any interest in them to arise
or be varied without the consent of Square and Afterpay.
Square and Square Acquirer agree to do anything including executing all documents and do all things (on its own behalf or on behalf of each
Scheme Participant) necessary to give full effect to this document and the transactions contemplated by it.
10
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Governing law and jurisdiction
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10.1
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Governing law and jurisdiction
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The law in force in the place specified in the Details governs this document. Square and Square Acquirer each submit to the non-exclusive jurisdiction of the courts of that place.
Without preventing any other method of service, any document in an action in connection with this document may be served on Square or Square
Acquirer by being delivered or left at the corresponding address set out in the Details or, in the case of Square, with its process agent.
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© King & Wood Mallesons
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Deed Pool
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5
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10.3
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Appointment of process agent
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Without preventing any method of service allowed under any relevant law, Square:
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(a)
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irrevocably appoints King & Wood Mallesons as its process agent to receive any document in an action
in connection with this document, and agrees that any such document may be served on Square by being delivered to or left for Square at the following address:
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King & Wood Mallesons
Level 61
Governor Phillip
Tower
1 Farrer Place
Sydney NSW 2000
Australia
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(b)
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agrees that failure by a process agent to notify King & Wood Mallesons of any document in an action in
connection with this document does not invalidate the action concerned.
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If for any reason King & Wood Mallesons
ceases to be able to act as process agent, Square agrees to appoint another person as its process agent in the place referred to in clause 10.1 and ensure that the replacement process agent accepts its appointment and confirms its appointment to
Afterpay on behalf of Scheme Participants.
Square agrees that service of documents on its process agent is sufficient service on it.
EXECUTED as a deed poll
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© King & Wood Mallesons
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Deed Pool
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6
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Deed Poll
Signing page
DATED:
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SIGNED, SEALED AND DELIVERED by SQUARE, INC. :
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Signature of witness
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Signature of authorised signatory
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Name of witness
Witnessed by audio-visual
link
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Name of authorised signatory
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© King & Wood Mallesons
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Deed Pool
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SIGNED, SEALED AND DELIVERED by LANAI (AU) 2 PTY LTD (ACN 652 352 451) in accordance with section 127(1) of the Corporations Act 2001 (Cth) by authority of its
directors:
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Signature of director
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)
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Signature of director/company secretary*
*delete whichever is not applicable
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Name of director (block letters)
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Name of director/company secretary*
(block
letters)
*delete whichever is not applicable
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© King & Wood Mallesons
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Deed Pool
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Deed Poll
Annexure A Scheme
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© King & Wood Mallesons
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Deed Pool
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Exhibit 99.1
Square, Inc. Announces Plans to Acquire Afterpay, Strengthening and Enabling Further
Integration Between its Seller and Cash App Ecosystems
Brings together two of the fastest growing global fintech companies to advance shared mission
of economic empowerment and financial inclusion
SAN FRANCISCO and MELBOURNE, AUSTRALIA August 1, 2021 (PDT) Square, Inc. (NYSE: SQ) and Afterpay Limited (ASX: APT) today
announced that they have entered into a Scheme Implementation Deed under which Square has agreed to acquire all of the issued shares in Afterpay by way of a recommended court-approved Scheme of Arrangement. The transaction has an implied value of
approximately US$29 billion (A$39 billion) based on the closing price of Square common stock on July 30, 2021, and is expected to be paid in all stock. The acquisition aims to enable the companies to better deliver compelling financial
products and services that expand access to more consumers and drive incremental revenue for merchants of all sizes. The closing of the transaction is expected in the first quarter of calendar year 2022, subject to the satisfaction of certain
closing conditions outlined below.
Square and Afterpay have a shared purpose. We built our business to make the financial system more fair,
accessible, and inclusive, and Afterpay has built a trusted brand aligned with those principles, said Jack Dorsey, Co-Founder and CEO of Square. Together, we can better connect our Cash App and
Seller ecosystems to deliver even more compelling products and services for merchants and consumers, putting the power back in their hands.
Afterpay, the pioneering global buy now, pay later (BNPL) platform, will accelerate Squares strategic priorities for its Seller and Cash App
ecosystems. Square plans to integrate Afterpay into its existing Seller and Cash App business units, enable even the smallest of merchants to offer BNPL at checkout, give Afterpay consumers the ability to manage their installment payments directly
in Cash App, and give Cash App customers the ability to discover merchants and BNPL offers directly within the app.
Buy now, pay later has been a
powerful growth tool for sellers globally, said Alyssa Henry, Lead of Squares Seller business. We are thrilled to not only add this product to our Seller ecosystem, but to do it with a trusted and innovative team.
The addition of Afterpay to Cash App will strengthen our growing networks of consumers around the world, while supporting consumers with flexible,
responsible payment options, said Brian Grassadonia, Lead of Squares Cash App business. Afterpay will help deepen and reinforce the connections between our Cash App and Seller ecosystems, and accelerate our ability to offer a rich
suite of commerce capabilities to Cash App customers.
Afterpay is an industry leader with a best-in-class product and strong cultural alignment with Square. As of June 30, 2021, Afterpay serves more than 16 million consumers and nearly 100,000 merchants globally, including major retailers
across key verticals such as fashion, homewares, beauty, sporting goods and more. Afterpay empowers consumers to access the things they want and need, while allowing them to maintain financial wellness and control. Afterpay also assists merchants in
growing their businesses by helping to drive repeat purchases, increase average transaction sizes, and provide their buyers with the ability to pay over time. Afterpay is deeply committed to helping people spend responsibly without incurring service
fees for those who pay on time, interest, or revolving debt, and supports consumers in a number of countries across APAC, North America and Europe (including under its Clearpay brand).
By combining with Square, we will further accelerate our growth in the U.S. and globally, offer access
to a new category of in-person merchants, and provide a broader platform of new and valuable capabilities and services to our merchants and consumers. We are fully aligned with Squares purpose and,
together, we hope to continue redefining financial wellness and responsible spending for our customers, said Anthony Eisen and Nick Molnar, Afterpay Co-Founders and
Co-CEOs. The transaction marks an important recognition of the Australian technology sector as homegrown innovation continues to be shared more broadly throughout the world. It also provides our
shareholders with the opportunity to be a part of future growth of an innovative company aligned with our vision.
For Square, BNPL presents an
attractive opportunity supported by shifting consumer preferences away from traditional credit, especially among younger consumers, consistent demand from merchants for new ways to grow their sales, and the global growth in omnichannel commerce.
Combined, Square and Afterpays complementary businesses present an opportunity to drive growth across multiple strategic levers, including:
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Enhance both the Seller and Cash App ecosystems. Afterpays global merchant base will accelerate
Squares growth with larger sellers and expansion into new geographies, while helping to drive further acquisition of new Square sellers. Afterpay will expand Cash Apps growing product offering, enable customers to manage their
repayments, and help customers discover new merchants when the Afterpay App is integrated into Cash App.
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Bring added value, differentiation, and scale to Afterpay. Afterpay will benefit from Squares
large and growing customer base of more than 70 million annual transacting active Cash App customers and millions of sellers, which will expand Afterpays reach and growth both online and in-person.
Afterpay consumers will receive the benefits of Cash Apps financial tools, including money transfer, stock and Bitcoin purchases, Cash Boost, and more.
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Drive long-term growth with meaningful revenue synergy opportunities. Square believes Afterpay will be
accretive to gross profit growth with a modest decrease in Adjusted EBITDA margins expected in the first year after completion of the transaction. Square sees an opportunity to invest behind Afterpays strong unit economics as well as
attractive growth synergies, including the opportunity to introduce offerings and drive incremental growth for sellers and increased engagement for Cash App customers.
|
Afterpays Co-Founders and Co-CEOs will join Square upon completion of
the transaction and help lead Afterpays respective merchant and consumer businesses, as part of Squares Seller and Cash App ecosystems. Square will appoint one Afterpay director as a member of the Square Board following closing.
Investor Presentation
The companies have published a
presentation to provide an overview of the transaction, available on Squares Investor Relations website, investors.squareup.com, and Afterpays Corporate website at corporate.afterpay.com.
Second Quarter 2021 Financial Results
In a separate
press release issued today, Square announced its financial results for the second quarter of 2021, which is available on Squares Investor Relations website, investors.squareup.com.
Conference Call and Webcast
Square will conduct a
conference call tomorrow jointly with Afterpay, August 2, 2021 at 5:00 a.m. Pacific Time/8:00 a.m. Eastern Time/10:00 p.m. Australian Eastern Standard Time to discuss this announcement, as well as Squares financial results for the second
quarter of 2021. Access to a live audio webcast will be available on its Investor Relations website, investors.squareup.com. An archive of the webcast will be available on the website after the call.
Transaction Terms
Under the terms of the Scheme Implementation Deed, which has been approved by the members of the Boards of Directors of both Square and Afterpay, Afterpay
shareholders will receive a fixed exchange ratio of 0.375 shares of Square Class A common stock for each Afterpay ordinary share they hold on the record date. Square may elect to pay 1% of total consideration in cash.
Square has agreed to establish a secondary listing on the Australian Securities Exchange (ASX) to allow Afterpay shareholders to trade Square shares via CHESS
Depositary Interests (CDIs) on the ASX. Afterpay shareholders will be able to elect whether to receive the scheme consideration in NYSE listed Square Class A common stock or CDIs. The CDIs listed on the ASX are expected to be eligible for
S&P index inclusion in Australia.
Based on Squares closing price of US$247.26 on July 30, 2021, this represents an implied transaction
price of approximately A$126.21 per Afterpay share, a premium of approximately 30.6% to Afterpays latest closing price of A$96.66. This represents an approximate 21.9% premium over the 10-day volume
weighted average Afterpay share price, and an approximate 10.5% premium over the 30-day volume weighted average Afterpay share price, each as of July 30, 2021. Following completion of the transaction,
Afterpay shareholders are expected to own approximately 18.5% of the combined company on a fully diluted basis.
The transaction is subject to conditions
precedent as is customary for transactions of this nature, including, among other things, receipt of required regulatory approvals and the approval of shareholders of both companies.
Advisors
Morgan Stanley & Co. LLC is serving as
financial advisor to Square and Wachtell, Lipton, Rosen & Katz and King & Wood Mallesons are serving as its legal advisors. Goldman Sachs and Qatalyst Partners are serving as financial advisors to Afterpay, Highbury Partnership is
serving as financial advisor to Afterpays Board and Gilbert + Tobin and Cravath, Swaine & Moore LLP are serving as Afterpays legal advisors.
About Square, Inc.
Square, Inc. (NYSE: SQ) builds tools
to empower businesses and individuals to participate in the economy. Sellers use Square to reach buyers online and in person, manage their business, and access financing. Individuals use Cash App to spend, send, store, and invest money. And TIDAL is
a global music and entertainment platform that expands Squares purpose of economic empowerment to artists. Square, Inc. has offices in the United States, Canada, Japan, Australia, Ireland, Spain, Norway, and the UK.
About Afterpay Limited
Afterpay Limited (ASX: APT) is
transforming the way we pay by allowing customers to receive products immediately and pay for their purchases over four installments, always interest-free. The service is completely free for customers who pay on timehelping people spend
responsibly without incurring interest, fees or revolving debt. As of June 30, 2021, Afterpay is offered by nearly 100,000 of the worlds favourite retailers and has more than 16.2 million customers.
Afterpay is currently available in Australia, United States, Canada, New Zealand, and in the United Kingdom, France, Italy and Spain, where it is known as
Clearpay. Afterpay is on a mission to power an economy in which everyone wins.
Contacts
Square, Inc.
Media Contact
press@squareup.com
Investor Relations Contact
ir@squareup.com
Afterpay
Media Contact
media@Afterpay.com
Investor Relations Contact
investor.relations@Afterpay.com
Additional Information and Where to Find It
In
connection with the proposed transaction, Square, Inc. (Square) intends to file with the Securities and Exchange Commission (SEC) a registration statement on Form S-4 to register the
shares of Square Class A common stock to be issued in connection with the transaction (including a prospectus therefor), which will include a proxy statement that will be sent to the shareholders of Square seeking their approval of such
issuance. Square may also file other relevant documents with the SEC regarding the proposed transaction. Related information will also be included in the scheme booklet that Afterpay Limited (Afterpay) will prepare and, following
approval from the Australian court, dispatch to its shareholders in connection with the scheme meeting at which Afterpay shareholders will consider whether or not to approve the transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT ON FORM S-4, THE PROXY STATEMENT, THE PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC OR OTHERWISE BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT SQUARE, Afterpay, AND THE PROPOSED TRANSACTION. Investors and security holders will be able to
obtain (if and when available) free copies of the registration statement on Form S-4, the proxy statement, the prospectus, the scheme booklet, and other documents containing important information about Square
and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Investors and security holders will be able to obtain those documents released by Afterpay to the Australian
Securities Exchange (ASX) announcements platform free of charge at ASXs website, www.asx.com.au. Copies of the documents filed with the SEC by Square will be available free of charge on Squares Investor Relations website at
https://investors.squareup.com.
Participants in the Solicitation
Square, Afterpay, their respective directors and certain of their executive officers and other employees may be deemed to be participants in the solicitation
of proxies from Squares security holders in connection with the proposed transaction. Information about Squares directors and executive officers is set forth in Squares proxy statement on Schedule 14A for its 2021 Annual Meeting of
Stockholders, which was filed with the SEC on April 29, 2021, and its Current Report on Form 8-K filed with the SEC on May 7,
2021 and subsequent statements of beneficial ownership on file with the SEC. Information about Afterpays directors and executive officers is set forth in Afterpays latest annual
report dated August 27, 2020, as updated from time to time via announcements made by Afterpay on the Australian Securities Exchange. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the
solicitation of Square security holders in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement when it is filed with the
SEC.
No Offer or Solicitation
This communication is
not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent registration under
the U.S. Securities Act of 1933, as amended (Securities Act), or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.
Forward Looking Statements
This communication contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by terms such as may, will, appears, should,
expects, plans, anticipates, could, intends, target, projects, contemplates, believes, estimates, predicts,
potential, or continue, or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Examples of forward-looking statements in this communication include,
among others, statements regarding the future performance of Square and Afterpay, the perceived synergies and other benefits of the pending transaction between Square and Afterpay; the ability of the transaction to accelerate growth and to
strengthen the integration between Squares Seller and Cash App ecosystems; and expectations around the financial impact of the transaction on Squares financials.
The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties, and other factors described from
time to time in Squares filings with the SEC and Afterpays filings with the ASX, including Squares Annual Report on Form 10-K for the year ended December 31, 2020 and most recent
Quarterly Report on Form 10-Q and Afterpays Annual Report for the financial year ended June 30, 2020 (Appendix 4E), Half-Year Report for the half year ended December 31, 2020 (Appendix 4D), Q3
FY21 Business Update for the quarter ended March 31, 2021, and FY21 Trading Update for the financial year ended June 30, 2021, and future filings and reports by either Square or Afterpay.
In addition, other factors related to the pending transaction between Square and Afterpay that contribute to the uncertain nature of the forward-looking
statements include, but are not limited to: the expected timing to complete the pending transaction; filings and approvals relating to the pending transaction; the ability to complete the pending transaction considering the various closing
conditions, including shareholder approvals; and the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the pending transaction. We cannot assure you that the results, events, and
circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements. Investors are cautioned not to place
undue reliance on these statements.
All forward-looking statements are based on information and estimates available to Square or Afterpay at the
time of this communication and are not guarantees of future performance. Except as required by law, neither Square nor Afterpay assume any obligation to update any of the statements in this communication, and any statement in this communication is
subject to change without notice.
The distribution of this communication may be subject to legal or regulatory restrictions in certain jurisdictions. Any
person who comes into possession of this communication must inform himself or herself of and comply with any such restrictions.
Exhibit 99.2
Square, Inc. Announces Plans to Acquire Afterpay
Brings together two of the fastest growing global fintech companies to advance shared mission of economic empowerment and financial
inclusion
SAN FRANCISCO and MELBOURNE, AUSTRALIA August 1, 2021 (PDT) Square, Inc. (NYSE: SQ) and Afterpay
Limited (ASX: APT) today announced that they have entered into a Scheme Implementation Deed under which Square has agreed to acquire all of the issued shares in Afterpay by way of a recommended court-approved Scheme of Arrangement. The
transaction has an implied value of approximately US$29 billion (A$39 billion) based on the closing price of Square common stock on July 30, 2021, and is expected to be paid in all stock. The acquisition aims to enable the companies to
better deliver compelling financial products and services that expand access to more consumers and drive incremental revenue for merchants of all sizes. The closing of the transaction is expected in the first quarter of calendar year 2022, subject
to the satisfaction of certain closing conditions outlined below.
Square and Afterpay have a shared purpose. We built our business to make the
financial system more fair, accessible, and inclusive, and Afterpay has built a trusted brand aligned with those principles, said Jack Dorsey, Co-Founder and CEO of Square. Together, we can better
connect our Cash App and Seller ecosystems to deliver even more compelling products and services for merchants and consumers, putting the power back in their hands.
Afterpay, the pioneering global buy now, pay later (BNPL) platform, will accelerate Squares strategic priorities for its Seller and Cash App
ecosystems. Square plans to integrate Afterpay into its existing Seller and Cash App business units, enable even the smallest of merchants to offer BNPL at checkout, give Afterpay consumers the ability to manage their installment payments directly
in Cash App, and give Cash App customers the ability to discover merchants and BNPL offers directly within the app.
Buy now, pay later has been a
powerful growth tool for sellers globally, said Alyssa Henry, Lead of Squares Seller business. We are thrilled to not only add this product to our Seller ecosystem, but to do it with a trusted and innovative team.
The addition of Afterpay to Cash App will strengthen our growing networks of consumers around the world, while supporting consumers with flexible,
responsible payment options, said Brian Grassadonia, Lead of Squares Cash App business. Afterpay will help deepen and reinforce the connections between our Cash App and Seller ecosystems, and accelerate our ability to offer a rich
suite of commerce capabilities to Cash App customers.
Afterpay is an industry leader with a best-in-class product and strong cultural alignment with Square. As of June 30, 2021, Afterpay serves more than 16 million consumers and nearly 100,000 merchants globally, including major retailers
across key verticals such as fashion, homewares, beauty, sporting goods and more. Afterpay empowers consumers to access the things they want and need, while allowing them to maintain financial wellness and control. Afterpay also assists merchants in
growing their businesses by helping to drive repeat purchases, increase average transaction sizes, and provide their buyers with the ability to pay over time. Afterpay is deeply committed to helping people spend responsibly without incurring service
fees for those who pay on time, interest, or revolving debt, and supports consumers in a number of countries across APAC, North America and Europe (including under its Clearpay brand).
By combining with Square, we will further accelerate our growth in the U.S. and globally, offer access
to a new category of in-person merchants, and provide a broader platform of new and valuable capabilities and services to our merchants and consumers. We are fully aligned with Squares purpose and,
together, we hope to continue redefining financial wellness and responsible spending for our customers, said Anthony Eisen and Nick Molnar, Afterpay Co-Founders and
Co-CEOs. The transaction marks an important recognition of the Australian technology sector as homegrown innovation continues to be shared more broadly throughout the world. It also provides our
shareholders with the opportunity to be a part of future growth of an innovative company aligned with our vision.
For Square, BNPL presents an
attractive opportunity supported by shifting consumer preferences away from traditional credit, especially among younger consumers, consistent demand from merchants for new ways to grow their sales, and the global growth in omnichannel commerce.
Combined, Square and Afterpays complementary businesses present an opportunity to drive growth across multiple strategic levers, including:
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Enhance both the Seller and Cash App ecosystems. Afterpays global merchant base will accelerate
Squares growth with larger sellers and expansion into new geographies, while helping to drive further acquisition of new Square sellers. Afterpay will expand Cash Apps growing product offering, enable customers to manage their
repayments, and help customers discover new merchants when the Afterpay App is integrated into Cash App.
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Bring added value, differentiation, and scale to Afterpay. Afterpay will benefit from Squares
large and growing customer base of more than 70 million annual transacting active Cash App customers and millions of sellers, which will expand Afterpays reach and growth both online and in-person.
Afterpay consumers will receive the benefits of Cash Apps financial tools, including money transfer, stock and Bitcoin purchases, Cash Boost, and more.
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Drive long-term growth with meaningful revenue synergy opportunities. Square believes Afterpay will be
accretive to gross profit growth with a modest decrease in Adjusted EBITDA margins expected in the first year after completion of the transaction. Square sees an opportunity to invest behind Afterpays strong unit economics as well as
attractive growth synergies, including the opportunity to introduce offerings and drive incremental growth for sellers and increased engagement for Cash App customers.
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Afterpays Co-Founders and Co-CEOs will join Square upon completion of
the transaction and help lead Afterpays respective merchant and consumer businesses, as part of Squares Seller and Cash App ecosystems. Square will appoint one Afterpay director as a member of the Square Board following closing.
Investor Presentation
The companies have published a
presentation to provide an overview of the transaction, available on Squares Investor Relations website, investors.squareup.com, and Afterpays Corporate website at corporate.afterpay.com.
Second Quarter 2021 Financial Results
In a separate
press release issued today, Square announced its financial results for the second quarter of 2021, which is available on Squares Investor Relations website, investors.squareup.com.
Conference Call and Webcast
Square will conduct a
conference call tomorrow jointly with Afterpay, August 2, 2021 at 5:00 a.m. Pacific Time/8:00 a.m. Eastern Time/10:00 p.m. Australian Eastern Standard Time to discuss this announcement, as well as Squares financial results for the second
quarter of 2021. Access to a live audio webcast will be available on its Investor Relations website, investors.squareup.com. An archive of the webcast will be available on the website after the call.
Transaction Terms
Under the terms of the Scheme Implementation Deed, which has been approved by the members of the Boards of Directors of both Square and Afterpay, Afterpay
shareholders will receive a fixed exchange ratio of 0.375 shares of Square Class A common stock for each Afterpay ordinary share they hold on the record date (Consideration). Square may elect to pay 1% of total consideration in cash1.
Square has agreed to establish a secondary listing on the Australian Securities Exchange (ASX) to
allow Afterpay shareholders to trade Square shares via CHESS Depositary Interests (CDIs) on the ASX. Afterpay shareholders will be able to elect whether to receive the Consideration in NYSE listed Square Class A common stock or CDIs. The CDIs
listed on the ASX are expected to be eligible for S&P index inclusion in Australia.
The Afterpay Board has unanimously recommended the transaction to
Afterpay shareholders subject to no superior proposal and an independent expert concluding (and continuing to conclude) that the transaction is in the best interests of Afterpay shareholders.
The Afterpay Board unanimously recommends that Afterpay shareholders vote in favour of the Scheme of Arrangement for, among other things, the following
reasons:
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The Consideration represents an attractive premium for Afterpay shareholders. Based on Squares
closing price of US$247.26 on July 30, 2021, this represents an implied transaction price of approximately A$126.21 per Afterpay share, and an attractive premium of approximately 30.6% to Afterpays latest closing price of A$96.66. This
represents an approximate 21.9% premium over the 10-day volume weighted average Afterpay share price, and an approximate 10.5% premium over the 30-day volume weighted
average Afterpay share price, each as of July 30, 2021.
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Afterpay shareholders will receive a fixed exchange ratio of 0.375 shares of Square
Class A common stock for each Afterpay share. Following completion of the transaction, Afterpay shareholders are expected to own approximately 18.5% of the combined company on a fully diluted basis.
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The scrip consideration allows Afterpay shareholders to participate in the expected benefits of combining
the two businesses.
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Afterpay will apply for a ruling from the Australian Taxation Office (ATO) in relation to the availability of scrip-for-scrip capital gains tax rollover relief in regards to the transaction for Afterpay shareholders in Australia. The stock transaction is intended to be tax-free to Afterpay shareholders in Australia, and receipt of confirmation of such ruling is a condition precedent to the transaction.
The transaction is subject to conditions precedent as is customary for transactions of this nature, including, among other things:
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receipt of required regulatory approvals;
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the approval of shareholders of both Afterpay and Square;2
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1
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If Square elects to pay cash consideration, Afterpay shareholders will be entitled to receive 1% of the scheme
consideration in cash determined by reference to the Square volume weighted average share price shortly prior to implementation.
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2
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Square has a dual class stock structure, meaning that in addition to the Class A common shares, Square
also has Class B common stock on issue (primarily held by a small group of shareholders). Each Class B common share in Square carries a right to 10 votes, with each Class A common share carrying a right to 1 vote. As such, the holders
of the Class B common stock hold, in aggregate, approximately 61.3% of the voting power in Square (as of June 30, 2021) and have the ability to determine the outcome of the Square shareholder approval
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no material adverse effect, prescribed event or breach of representations and warranties in relation to either
Afterpay or Square;
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approval for quotation of the Consideration securities on NYSE (Square shares) and ASX (CDIs);
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receipt of confirmation of the ATO class ruling; and
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other customary conditions to a scheme of arrangement such as Australian court approval and an independent
expert confirming that the transaction is in the best interests of Afterpay shareholders.
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The Scheme Implementation Deed contains
customary exclusivity provisions in favour of Square, including no shop, no talk, no due diligence, notification obligations and a matching right. A break fee of 1% of the equity value of Afterpay implied by the Consideration will be payable by
Afterpay to Square, and vice versa, in certain specified circumstances.
The full terms of the transaction, including all applicable conditions, are set
out in the Scheme Implementation Deed, a copy of which is attached to this announcement.
Indicative timetable and next steps
Afterpay shareholders do not need to take any action at this stage.
A Scheme Booklet containing information in relation to the Transaction, reasons for the Afterpay Board of Directors recommendation, an Independent
Experts Report and details of the Transaction Scheme will be sent to Afterpays shareholders in due course. It is anticipated that the Transaction will close in the first quarter of calendar year 2022. These dates are indicative and
subject to change.
Advisors
Morgan
Stanley & Co. LLC is serving as financial advisor to Square and Wachtell, Lipton, Rosen & Katz and King & Wood Mallesons are serving as its legal advisors. Goldman Sachs and Qatalyst Partners are serving as financial
advisors to Afterpay, Highbury Partnership is serving as financial advisor to Afterpays Board, and Gilbert + Tobin and Cravath, Swaine & Moore LLP are serving as Afterpays legal advisors.
About Square, Inc.
Square, Inc. (NYSE: SQ) builds tools
to empower businesses and individuals to participate in the economy. Sellers use Square to reach buyers online and in person, manage their business, and access financing. Individuals use Cash App to spend, send, store, and invest money. And TIDAL is
a global music and entertainment platform that expands Squares purpose of economic empowerment to artists. Square, Inc. has offices in the United States, Canada, Japan, Australia, Ireland, Spain, Norway, and the UK.
About Afterpay Limited
Afterpay Limited (ASX: APT) is
transforming the way we pay by allowing customers to receive products immediately and pay for their purchases over four installments, always interest-free. The service is completely free for customers who pay on timehelping people spend
responsibly without incurring interest, fees or revolving debt. As of June 30, 2021, Afterpay is offered by nearly 100,000 of the worlds favourite retailers and has more than 16.2 million customers.
Afterpay is currently available in Australia, United States, Canada, New Zealand, and in the United Kingdom, France, Italy and Spain, where it is known as
Clearpay. Afterpay is on a mission to power an economy in which everyone wins.
Contacts
Square, Inc.
Media Contact
press@squareup.com
Investor Relations Contact
ir@squareup.com
Afterpay
Media Contact
media@Afterpay.com
Investor Relations Contact
investor.relations@Afterpay.com
Additional Information and Where to Find It
In
connection with the proposed transaction, Square, Inc. (Square) intends to file with the Securities and Exchange Commission (SEC) a registration statement on Form S-4 to register the
shares of Square Class A common stock to be issued in connection with the transaction (including a prospectus therefor), which will include a proxy statement that will be sent to the shareholders of Square seeking their approval of such
issuance. Square may also file other relevant documents with the SEC regarding the proposed transaction. Related information will also be included in the scheme booklet that Afterpay Limited (Afterpay) will prepare and, following
approval from the Australian court, dispatch to its shareholders in connection with the scheme meeting at which Afterpay shareholders will consider whether or not to approve the transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT ON FORM S-4, THE PROXY STATEMENT, THE PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC OR OTHERWISE BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT SQUARE, Afterpay, AND THE PROPOSED TRANSACTION. Investors and security holders will be able to
obtain (if and when available) free copies of the registration statement on Form S-4, the proxy statement, the prospectus, the scheme booklet, and other documents containing important information about Square
and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Investors and security holders will be able to obtain those documents released by Afterpay to the Australian
Securities Exchange (ASX) announcements platform free of charge at ASXs website, www.asx.com.au. Copies of the documents filed with the SEC by Square will be available free of charge on Squares Investor Relations website at
https://investors.squareup.com.
Participants in the Solicitation
Square, Afterpay, their respective directors and certain of their executive officers and other employees may be deemed to be participants in the solicitation
of proxies from Squares security holders in connection with the proposed transaction. Information about Squares directors and executive officers is set forth in Squares proxy statement on Schedule 14A for its 2021 Annual Meeting of
Stockholders, which was filed with the SEC on April 29, 2021, and its Current Report on Form 8-K filed with the SEC on May 7, 2021 and subsequent statements of beneficial ownership on file with the
SEC. Information about Afterpays directors and executive officers is set forth in Afterpays latest annual report dated August 27, 2020, as updated from time to time via announcements made by Afterpay on the Australian Securities
Exchange. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Square security holders in connection with the proposed transaction, including a description of their direct or
indirect interests, by security holdings or otherwise, will be set forth in the proxy statement when it is filed with the SEC.
No Offer or
Solicitation
This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any
securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended (Securities Act), or pursuant to an exemption from, or in a
transaction not subject to, such registration requirements.
Forward Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements
can be identified by terms such as may, will, appears, should, expects, plans, anticipates, could, intends, target,
projects, contemplates, believes, estimates, predicts, potential, or continue, or the negative of these words or other similar terms or expressions that concern our
expectations, strategy, plans, or intentions. Examples of forward-looking statements in this communication include, among others, statements regarding the future performance of Square and Afterpay, the perceived synergies and other benefits of the
pending transaction between Square and Afterpay; the ability of the transaction to accelerate growth and to strengthen the integration between Squares Seller and Cash App ecosystems; and expectations around the financial impact of the
transaction on Squares financials.
The outcome of the events described in these forward-looking statements is subject to known and unknown risks,
uncertainties, and other factors described from time to time in Squares filings with the SEC and Afterpays filings with the ASX, including Squares Annual Report on Form 10-K for the year
ended December 31, 2020 and most recent Quarterly Report on Form 10-Q and Afterpays Annual Report for the financial year ended June 30, 2020 (Appendix 4E), Half-Year Report for the half year
ended December 31, 2020 (Appendix 4D), Q3 FY21 Business Update for the quarter ended March 31, 2021, and FY21 Trading Update for the financial year ended June 30, 2021, and future filings and reports by either Square or Afterpay.
In addition, other factors related to the pending transaction between Square and Afterpay that contribute to
the uncertain nature of the forward-looking statements include, but are not limited to: the expected timing to complete the pending transaction; filings and approvals relating to the pending transaction; the ability to complete the pending
transaction considering the various closing conditions, including shareholder approvals; and the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the pending transaction. We cannot assure
you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.
Investors are cautioned not to place undue reliance on these statements.
All forward-looking statements are based on information and estimates available
to Square or Afterpay at the time of this communication and are not guarantees of future performance. Except as required by law, neither Square nor Afterpay assume any obligation to update any of the statements in this communication, and any
statement in this communication is subject to change without notice.
The distribution of this communication may be subject to legal or regulatory
restrictions in certain jurisdictions. Any person who comes into possession of this communication must inform himself or herself of and comply with any such restrictions.
Square & Afterpay Square Adds
Afterpay to Seller and Cash App, Connecting its Ecosystems Exhibit 99.3
Square + Afterpay | Aug 2021 Legal
Disclaimers Additional Information and Where to Find It In connection with the proposed transaction, Square, Inc. (“Square”) intends to file with the Securities and Exchange Commission (“SEC”) a registration statement on Form
S4 to register the shares of Square Class A common stock to be issued in connection with the transaction (including a prospectus therefor), which will include a proxy statement that will be sent to the shareholders of Square seeking their approval
of such issuance. Square may also file other relevant documents with the SEC regarding the proposed transaction. Related information will also be included in the scheme booklet that Afterpay Limited (“Afterpay”) will prepare and,
following approval from the Australian court, dispatch to its shareholders in connection with the scheme meeting at which Afterpay shareholders will consider whether or not to approve the transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY STATEMENT, THE PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC OR OTHERWISE BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS CAREFULLY AND IN
THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT SQUARE, AFTERPAY, AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain (if and when available) free
copies of the registration statement on Form S-4, the proxy statement, the prospectus, the scheme booklet, and other documents containing important information about Square and the proposed transaction, once such documents are filed with the SEC
through the website maintained by the SEC at http://www.sec.gov. Investors and security holders will be able to obtain those documents released by Afterpay to the Australian Securities Exchange (“ASX”) announcements platform free of
charge at ASX’s website, www.asx.com.au. Copies of the documents filed with the SEC by Square will be available free of charge on Square’s Investor Relations website at https://investors.squareup.com. Participants in the Solicitation
Square, Afterpay, their respective directors and certain of their executive officers and other employees may be deemed to be participants in the solicitation of proxies from Square’s security holders in connection with the proposed
transaction. Information about Square’s directors and executive officers is set forth in Square’s proxy statement on Schedule 14A for its 2021 Annual Meeting of Stockholders, which was filed with the SEC on April 29, 2021, and its
Current Report on Form 8-K filed with the SEC on May 7, 2021 and subsequent statements of beneficial ownership on file with the SEC. Information about Afterpay’s directors and executive officers is set forth in Afterpay’s latest annual
report dated August 27, 2020, as updated from time to time via announcements made by Afterpay on the Australian Securities Exchange. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the
solicitation of Square security holders in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement when it is filed with the
SEC. No Offer or Solicitation This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any
offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made
in the United States absent registration under the U.S. Securities Act of 1933, as amended (“Securities Act”), or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. This communication
should not be construed in any manner as a recommendation to any reader of this communication. This communication is not a prospectus, product disclosure statement or other offering document for the purposes of Australian law and will not be lodged
with the Australian Securities and Investments Commission. The information in this communication does not purport to contain all the information which a prospective investor or shareholder in Square or Afterpay may require in evaluating the proposed
transaction or a possible investment in Square or Afterpay or that would be required in a prospectus or product disclosure statement prepared in accordance with the requirements of Australian law. This communication includes only summary information
and does not purport to be comprehensive. The information contained in this communication has not been independently verified. No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed upon, the
quality, fairness, accuracy, completeness or correctness of the information or opinions contained in this communication or as to the reasonableness of any assumptions contained herein or in any other information made available (whether in writing or
orally) to the recipient and Square and Afterpay, their respective affiliates, directors, officers, advisors, employees, representatives or advisors, expressly disclaim any and all liability based, in whole or in part, on such information, errors
therein or omissions therefrom. Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by terms such
as “may,” “will,” “appears,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,”
“contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern our
expectations, strategy, plans, or intentions. Examples of forward-looking statements in this communication include, among others, statements regarding the future performance of Square and Afterpay, the perceived synergies and other benefits of the
pending transaction between Square and Afterpay; the ability of the transaction to accelerate growth and to strengthen the integration between Square’s Seller and Cash App ecosystems; buy-now-pay-later being a rapidly growing opportunity; and
expectations around the financial impact of the transaction on Square’s financials. The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties, and other factors described from
time to time in Square’s filings with the SEC and Afterpay’s filings with the ASX, including Square’s Annual Report on Form 10-K for the year ended December 31, 2020 and most recent Quarterly Report on Form 10-Q and
Afterpay’s Annual Report for the financial year ended June 30, 2020 (Appendix 4E), Half-Year Report for the half year ended December 31, 2020 (Appendix 4D), Q3 FY21 Business Update for the quarter ended March 31, 2021, and FY21 Trading Update
for the financial year ended June 30, 2021, and future filings and reports by either Square or Afterpay. In addition, other factors related to the pending transaction between Square and Afterpay that contribute to the uncertain nature of the
forward-looking statements include, but are not limited to: the expected timing to complete the pending transaction; filings and approvals relating to the pending transaction; the ability to complete the pending transaction considering the various
closing conditions including shareholder approvals; and the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the pending transaction. We cannot assure you that the results, events, and
circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements. Investors are cautioned not to place
undue reliance on these statements. All forward-looking statements are based on information and estimates available to Square or Afterpay at the time of this communication and are not guarantees of future performance. Except as required by law,
neither Square nor Afterpay assume any obligation to update any of the statements in this communication, and any statement in this communication is subject to change without notice. The distribution of this communication may be subject to legal or
regulatory restrictions in certain jurisdictions. Any person who comes into possession of this communication must inform himself or herself of and comply with any such restrictions. Non-U.S. GAAP/Non-IFRS Measures This communication includes certain
non-U.S. GAAP and/or non-IFRS measures not based on generally accepted accounting principles or international financial reporting standards. These non-U.S. GAAP/non-IFRS measures are in addition to, not a substitute for or superior to, measures of
financial performance prepared in accordance with U.S. GAAP and/or IFRS. The non-U.S. GAAP/non-IFRS measures used by Square and/or Afterpay may differ from the non-U.S. GAAP/non-IFRS measures used by other companies.
Square + Afterpay | Aug 2021 Legal
Disclaimers This Presentation includes certain pro forma financial information. Any such pro forma historical financial information provided in this Presentation is for illustrative purposes only and is not represented as being indicative of
APT’s views on its, nor anyone else’s, future financial position and/or performance. Any pro forma historical financial information has been prepared by APT in accordance with the measurement and recognition principles, but not the
disclosure requirements, prescribed by the Australian Accounting Standards (AAS). In addition, the pro forma financial information in this Presentation does not purport to be in compliance with Article 11 of Regulation S-X of the rules and
regulations of the U.S. Securities and Exchange Commission. Investors should be aware that certain financial measures included in this Presentation are ‘non-IFRS financial information’ under ASIC Regulatory Guide 230: ‘Disclosing
non-IFRS financial information’ published by ASIC and also ‘non-GAAP financial measures’ within the meaning of Regulation G under the U.S. Securities Act and are not recognised under AAS and International Financial Reporting
Standards (IFRS). Such non-IFRS financial information/non-GAAP financial measures do not have a standardised meaning prescribed by AAS or IFRS. Therefore, the non-IFRS financial information may not be comparable to similarly titled measures
presented by other entities, and should not be construed as an alternative to other financial measures determined in accordance with AAS or IFRS. Although APT believes these non-IFRS financial measures provide useful information to investors in
measuring the financial performance and condition of its business, investors are cautioned not to place undue reliance on any non-IFRS financial information/non-GAAP financial measures included in this Presentation. Future performance and
forward-looking statements This presentation contains statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms
“believe”, “estimate”, “plan”, “target”, “project”, “anticipate”, “expect”, “intend”, “likely”, “may”, “will”,
“could” or “should” or similar expressions, or by discussions of strategy, plans, objectives, targets, goals, future events or intentions. Indications of, and guidance on, future earnings and financial position and
performance are also forward-looking statements. Factors related to the pending Transaction between Square and Afterpay that contribute to the uncertain nature of the forward-looking statements include, but are not limited to: the expected timing to
complete the pending Transaction; filings and approvals relating to the pending Transaction; the ability to complete the pending Transaction considering the various closing conditions including shareholder approvals; and the possibility that a
governmental entity may prohibit, delay or refuse to grant approval for the consummation of the pending Transaction. You are cautioned not to place undue reliance on such forward-looking statements. Such forward looking statements are not guarantees
of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of APT or any of its related entities which may cause actual results to differ materially from those expressed or
implied in such statements. There can be no assurance that actual outcomes will not differ materially from these statements. No representations, warranty or assurance (express or implied) is given that the occurrence of the events expressed or
implied in any forward-looking statements in this Presentation will actually occur. The information provided in this Presentation is for illustrative purposes only and is not represented as being indicative of the APT's views on its future financial
condition and/or performance. Except as required by law or regulation (including the ASX Listing Rules), APT disclaims any obligation and makes no undertaking to provide any additional or updated information whether as a result of new information,
future events or results or otherwise, or to reflect any change in expectations or assumptions. Past performance Past performance, including past share price performance of APT and pro forma historical information in this Presentation, is given for
illustrative purposes only and cannot be relied upon as an indicator of (and provides no guidance as to) the future performance of APT, including future share price performance. Disclaimer To the maximum extent permitted by law, APT and their
respective related bodies corporate, officers, employees and representatives (including agents and advisers) (each, a Relevant Person), make no representation or warranty, express or implied, as to the currency, accuracy, completeness or reliability
of the information contained in this Presentation. In particular, no representation or warranty, express or implied, is given as to the accuracy, completeness or correctness, likelihood of achievement or reasonableness of any forward‐looking
statements or statements about future matters contained in this Presentation. To the maximum extent permitted by law, no Relevant Person accepts any liability or responsibility for any expenses, losses, damages or costs incurred by anyone in
connection with the information in this Presentation being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise. Statements in this Presentation are made only as of the date of this Presentation (unless otherwise
stated) and the information in this Presentation remains subject to change without notice. Investor Presentation The material in this presentation is general background information about Afterpay Limited (APT) and is current at the date of the
presentation, 2 August 2021. The information in the presentation is given for informational purposes only, is in summary form and does not purport to be complete. It is intended to be read by a professional analyst audience in conjunction with
APT’s other announcements to the ASX, including the FY21 Trading Update and the announcement in relation to Square, Inc.’s proposal to acquire APT. It is not intended to be relied upon as advice to current shareholders, investors or
potential investors and does not take into account the investment objectives, financial situation or needs of any particular shareholder or investor. No representation is made as to the accuracy, completeness or reliability of the presentation. APT
is not obliged to, and does not represent that it will, update the presentation for future developments. This Presentation is for information purposes only and is not a prospectus, product disclosure statement or other offering document under
Australian law or any other law (and will not be lodged with the Australian Securities and Investments Commission (ASIC) or any other foreign regulator). In connection with Square’s proposal to acquire all of the issued shares in Afterpay by
way of a recommended court-approved Scheme of Arrangement (Transaction), Afterpay will prepare and lodge a scheme booklet setting out information in relation to the Transaction. Following approval from the Australian court the scheme book will be
dispatched to Afterpay shareholders in connection with the scheme meeting at which Afterpay shareholders would consider whether or not to approve the Transaction. This Presentation should be read in conjunction with the scheme booklet and
APT’s other periodic and continuous disclosure announcements lodged with the ASX, which are available at www.asx.com.au. APT encourages APT shareholders to read the scheme booklet carefully and in its entirety as it sets out important
information that will assist APT shareholders to make an informed decision about the Transaction. Financial information Afterpay’s financial statements are reported in AUD and prepared in accordance with Australian Accounting Standards and
other authoritative pronouncements of the Australian Accounting Standards Board (AASB), and the Corporations Act 2001. Afterpay financial information presented above is extracted from management accounts and is unaudited. It is presented in an
abbreviated form insofar as it does not include all presentation and disclosures, statements or comparative information as required by AASB. Afterpay financial information has been converted from AUD to USD using an average exchange rate for the
year. Totals and change calculations may not equate precisely due to rounding.
Afterpay: A category and innovation
leader in BNPL Section 01
Afterpay: A Category and Innovation
Leader in BNPL Buy-now-pay-later (BNPL) is a rapidly growing opportunity All dollars figures in this presentation are presented in USD, unless otherwise specified. 1. Represents global opportunity, based on IDC's Worldwide New Media Market Model
forecast for 2024. Sources: CB Insights (see Appendix), Worldpay Global Payments Report (2021), eMarketer Retail eCommerce Sales (May 2021) $10T Online Payments1 ~2% BNPL Penetration Square + Afterpay | Aug 2021 Significant global opportunity within
payments With a number of growth drivers Expected to drive longer-term adoption Merchants shifting towards omnichannel, and using BNPL to help increase conversion, basket sizes, and customer acquisition Consumer preferences shifting away from
traditional credit as Millennial and Gen Z consumers with growing spending power prefer more inclusive, flexible, and transparent ways to pay and manage their finances Emerging global BNPL trend achieving growth in regions around the world, with
overall eCommerce spend projected to average >10% YoY growth globally through 2024 Consumer adoption..... Merchant adoption....
With a differentiated product focused
on helping consumers spend responsibly Afterpay: A Category and Innovation Leader in BNPL Afterpay is a category and innovation leader in BNPL Square + Afterpay | Aug 2021 No External Credit Checks or Reporting to Credit Bureaus ✓ Interest
Free ✓ Sets Transparent Spending Limits ✓ Rewards to Encourage Repayment ✓ Seamless API Integration ✓ Proven Omnichannel Solution, In-Person in >50K stores ✓
Strong brand affinity Trusted by
Millennial and Gen Z consumers Active Consumers and Merchants Afterpay: A Category and Innovation Leader in BNPL Afterpay’s growing consumer and merchant bases are designed to reinforce one another Intuitive product design Transparent pricing,
elegant interface Enables consumer demand As the quantity and variety of merchants increase Attracts more consumers Improved conversion and retention Differentiated merchant platform Omnichannel, API native Helps drive incremental sales Afterpay App
drove ~1M leads per day across its merchant base in FY21 Square + Afterpay | Aug 2021 Consumers Merchants A lead is a referral for a Afterpay merchant, such as a search, click, or purchase within the Afterpay App, or when a potential customer is
directed to a merchant’s site. For definitions of “Active Merchants” and “Active Consumers”, please see Appendix. Jun 2018 Dec Dec Jun 2020 Jun 2021 Jun 2019 Dec
Afterpay cohorts have achieved strong
acquisition, retention, and engagement, similar to Square Seller and Cash App cohorts Square + Afterpay | Aug 2021 Afterpay: A Category and Innovation Leader in BNPL Compelling cohort economics have driven recurring revenue and strong returns on
investment for Afterpay Growth in monetization with revenue1 per consumer of $43 USD ($57 AUD) in FY21, up 22% YoY Growth in monetization with revenue1 per merchant of >$7K USD (>$9K AUD) in FY21, up 13% YoY Positive annual GMV retention
across historical cohorts Strong paybacks and attractive returns on sales and marketing investments Afterpay’s early Australia & New Zealand customer cohorts transacting ~29x per year Consumers Merchants 1. Afterpay revenue refers to
Afterpay Total Income, as reported in its financial statements. 2. Portion of GMV from existing consumers is based on Afterpay H1 FY21 period (July to December 2020). FY21 means Afterpay’s fiscal year ended June 30 2021. Afterpay financial
results have been converted from AUD to USD using an average exchange rate for the period. For further information on “Afterpay Total Income”, “GMV” and the calculation for “GMV retention”, please see Appendix. 4+
yrs 3+ yrs 2+ yrs 1+ yrs <1 yr Annual Transactions by Customer Cohort (years since onboarded, for AUS & NZ regions as of Feb 2021) Strong consumer retention, with existing consumers driving >90% of GMV2 Driving engagement and utility, AUS
& NZ consumers transacted more than 15x per year on average in FY21
With volumes and revenue up ~4x in 2
years Gross Merchant Volume Revenue (Afterpay Total Income) Afterpay: A Category and Innovation Leader in BNPL Afterpay has delivered remarkable growth 105% CAGR (FY19 to FY21) 92% CAGR (FY19 to FY21) Square + Afterpay | Aug 2021 FY21 $925M Afterpay
fiscal year ends on June 30. Afterpay financial statements are prepared in accordance with Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board (AASB), and the Corporations Act 2001. As
of the date of this presentation, Afterpay financial statements for the year ended June 30, 2021 are unaudited. Afterpay financial information above has been converted from AUD to USD using an average exchange rate for each respective fiscal period.
Afterpay revenue refers to Afterpay Total Income as reported in its financial statements. FY20 $519M FY19 $264M FY21 $21.1B FY20 $11.1B FY19 $5.2B $AUD $USD
Afterpay is less than 2% penetrated
within $1T of eCommerce spend in existing geographies Afterpay: A Category and Innovation Leader in BNPL Afterpay has multiple long-term growth drivers Square + Afterpay | Aug 2021 New product offerings and monetization streams Continued global
expansion Grow in existing geographies Australia, New Zealand, U.S., Canada, UK, Spain, Italy, France Further expansion into in-person commerce and new verticals Sources: Worldpay Global Payments Report (2021) For further information on
Afterpay’s penetration in existing geographies, please see Appendix. GMV by Region Diversifying volumes across geographies, with North America making up nearly 50% of volumes and 65% of consumers in FY21 FY21 FY20 FY19 $AUD
Square & Afterpay: A strategic
combination Section 02
Square & Afterpay: A Strategic
Combination A shared vision and culture Square + Afterpay | Aug 2021 Economic empowerment” — Square Power an economy in which everyone wins” — Afterpay Our common purpose “ “ Shared focus on empowering and
consumers merchants entrepreneurial collaboration Vision Culture Founder-led, management teams with shared purpose, vision, and strong between leadership teams to guide integration and synergies
Square & Afterpay: A Strategic
Combination Afterpay builds connections between Seller and Cash App Afterpay will be integrated into Seller and Cash App, strengthening the connection between these ecosystems and helping drive more commerce between merchants and consumers Square +
Afterpay | Aug 2021
Square & Afterpay: A Strategic
Combination Afterpay integrates into Seller Illustrative merchant and product images pictured. Square + Afterpay | Aug 2021 Afterpay will be integrated into Square’s online and in-person checkout solutions, strengthening Square’s
omnichannel platform
Afterpay integrates into Cash App
Illustrative seller and product images pictured. Square + Afterpay | Aug 2021 Afterpay consumers will be able to manage their installments and repayments directly within Cash App, helping to drive repeat engagement Square & Afterpay: A Strategic
Combination
Afterpay integrates into Cash App
Illustrative product images pictured. Square + Afterpay | Aug 2021 Cash App will integrate commerce discovery from Afterpay App to help drive lead generation for merchants and consumer engagement Square & Afterpay: A Strategic Combination CASH
APP SELLER
Creates opportunities to increase
Square sellers’ sales and introduce new merchants to the Seller ecosystem Last twelve months (LTM) basis as of 6/30/21 ~100K Merchants Millions of Merchants Products BNPL 30+ products including Point of Sale, Managed Payments, CRM, Business
Banking, Online, Hardware, Developer Platform, more Channels $16B of GMV ($21B AUD) >85% Online $140B of GPV ~45% In-Person Seller Size Enterprise merchants generated majority of GMV Moving upmarket: Mid-Market merchant segment drove strongest
GPV growth Verticals Primarily retail Diverse mix of verticals Geographies >50% GMV from outside U.S. >85% GPV from U.S. Square and Afterpay combine complementary merchant ecosystems Square + Afterpay | Aug 2021 Square & Afterpay: A
Strategic Combination For further information on “GPV”, “Merchants”, “Enterprise merchants”, and “Mid-market merchants”, please see Appendix.
Creates opportunities to give
Afterpay consumers access to Cash App’s broad suite of financial services products, and introduces Afterpay merchants to Cash App’s extensive consumer base LTM basis as of 6/30/21 unless otherwise stated 16M Consumers >70M Consumers
Products BNPL P2P, Banking, Stocks, Bitcoin, Taxes Consumer Base Global Millennial/Gen Z, higher-income Coastal U.S. Primarily U.S. Millennial/Gen Z South and southeast U.S. Commerce In-app shopping discovery $975 in average GMV per consumer as of
FY21 (AUD $1.3K) >10M monthly Cash Card actives Growing Boost rewards platform Engagement Multiple purchases per month on avg, with repeat buying 18 transactions per month on avg for monthly actives, up 40% YoY Cash App and Afterpay combine
complementary consumer ecosystems Square + Afterpay | Aug 2021 Square & Afterpay: A Strategic Combination Cash Card monthly actives as of March 2021. Cash App transactions per month based on average transactions per month for Cash App monthly
actives in the first quarter of 2021 across all products. For further information on “Consumers” and “Cash Card actives”, please see Appendix.
Afterpay expected to deliver upside
to growth Square financial information for 12 months ended June 30, 2021 is calculated by aggregating the financial information of the four quarters within that period, as publicly reported. Afterpay’s financial statements are reported in AUD
and prepared in accordance with Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board (AASB), and the Corporations Act 2001. Afterpay financial information presented above is extracted
from management accounts and is unaudited. It is presented in an abbreviated form insofar as it does not include all presentation and disclosures, statements or comparative information as required by AASB. Afterpay financial information has been
converted from AUD to USD using an average exchange rate for the year. Square + Afterpay | Aug 2021 USD 12 months ended 6/30/21 Square Unaudited financials (Prepared in accordance with U.S. GAAP) Afterpay Unaudited financials (Prepared in accordance
with AASB) Gross Profit $3.7B $506M Growth YoY 71% 96% 2-year CAGR 52% 86% Near-term financial impact Growth Accretive to gross profit growth in year one after closing, excluding synergies Profitability Expect a modest decrease to Adjusted EBITDA
margins in year one, excluding synergies, with investments behind strong unit economics and potential synergies expected to drive long-term profitable growth Square & Afterpay: A Strategic Combination
Transaction Summary Section 03
Exhibit 99.3
Transaction Summary Potential for
transformative longer-term growth synergies Square + Afterpay | Aug 2021 Consumers Merchants Strengthen Afterpay’s consumer base of 16 million with 70 million annual active Cash App customers Bring Afterpay’s merchant base more consumers
through Cash App Reach new Cash App audiences in global geographies Strengthen Afterpay’s merchant base with millions of Square sellers Attract new sellers to Square with BNPL as an acquisition tool Grow in upmarket and in new geographies
together Add Afterpay BNPL to Cash App’s ecosystem Integrate commerce discovery from Afterpay App into Cash App to drive engagement Afterpay consumers can receive the benefits of Cash App’s ecosystem, including P2P, stock brokerage,
bitcoin, Cash Card, Boost, taxes and more Enable Afterpay BNPL for Square Sellers, supporting their growth through higher transaction sizes and conversion rates Introduce Seller ecosystem to Afterpay’s merchants Grow Afterpay’s presence
with SMBs, in-person commerce, and new verticals Expand customer base Opportunity to invest behind long-term growth for Square and Afterpay across multiple strategic levers Strengthen products and build connections
Transaction Summary Transaction
overview Square + Afterpay | Aug 2021 Strategic Rationale Afterpay is a category leader in the growing BNPL opportunity, focused on helping consumers pay and manage their financial wellbeing responsibly and empowering merchants to grow their
business. Square will integrate Afterpay into two of its existing ecosystems, strengthening the connections between its Seller and Cash App ecosystems and unlocking cross-sell opportunities with Afterpay. Together, Square and Afterpay will focus on
delivering growth at scale, and intend on investing behind transformative opportunities to drive long-term profitable growth. Structure Afterpay shareholders will receive a fixed exchange ratio of 0.375 shares of Square Class A common stock for each
Afterpay ordinary share they hold on the record date. Square may elect to pay 1% of total consideration in cash. Transaction valued at $29B (AUD $39B). Management & Governance Afterpay to be integrated into Square’s Seller and Cash App
ecosystems. Afterpay’s Co-Founders and Co-CEOs Anthony Eisen and Nick Molnar will join Square upon closing of the transaction. Anthony Eisen and Nick Molnar will run the respective Afterpay businesses in Cash App and Seller, led by Brian
Grassadonia and Alyssa Henry, respectively. Square will appoint one Afterpay director as a member of the Square Board of Directors immediately following closing. Timing & Approvals Expected to close in the first quarter of calendar year 2022,
subject to the satisfaction of conditions precedent as is customary for transactions of this nature, including, among other things, approval by the shareholders of both companies, receipt of required regulatory approvals and no material adverse
effect in relation to Afterpay or Square.
Appendix Section 04
Appendix Square | Afterpay
Historical Financials Square + Afterpay | Aug 2021 $USD millions Jul-Dec 2019 (FY 2H19) Jan-Jun 2020 (FY 1H20) Jul-Dec 2020 (FY 2H20) Jan-Jun 2021 (FY 1H21) Gross Profit $1,027 $1,135 $1,598 $2,105 Growth YoY 40% 32% 56% 85% Adj. EBITDA $250 $107
$367 $596 Adj. EBITDA margins (% of gross profit) 24.3% 9.4% 23.0% 28.3% Afterpay Prepared in accordance with AASB Square Prepared in accordance with U.S. GAAP $USD millions Unaudited financials Jul-Dec 2019 (FY 1H20) Jan-Jun 2020 (FY 2H20) Jul-Dec
2020 (FY 1H21) Jan-Jun 2021 (FY 2H21) Gross Profit $113 $145 $222 $284 Growth YoY 80% 73% 97% 96% EBITDA (excl. Significant Items) $5 $24 $35 — EBITDA margins (% of gross profit) 4.7% 16.7% 15.6% — Square’s half-year historical
financial information is calculated by aggregating the quarterly results within the respective half year period. Afterpay’s second half historical financial information is calculated by subtracting first half financial information from
corresponding full-year financial information. Afterpay’s financial statements are reported in AUD and prepared in accordance with Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards
Board (AASB), and the Corporations Act 2001. Afterpay financial information presented above is extracted from management accounts and is unaudited. It is presented in an abbreviated form insofar as it does not include all presentation and
disclosures, statements or comparative information as required by AASB. Afterpay financial information has been converted from AUD to USD using an average exchange rate for the respective half year period. The basis of calculation and the
reconciliations for EBITDA (excl. Significant Items) of Afterpay are included in their public filings with the SEC and ASX, respectively. Afterpay FY 2H21 EBITDA (excl. Significant Items) was not yet available as of the date of this presentation. As
shared in Afterpay’s FY21 Trading Update, Net Transaction Margin (NTM) (unaudited) for FY21 is expected to be above 2%. H2 FY21 declined moderately from H1 FY21 predominantly driven by a higher contribution from international markets during
the period.
Appendix Square Financial
Reconciliation Square + Afterpay | Aug 2021 Square’s half-year historical financial information is calculated by aggregating the quarterly results within the respective half year period. Jul-Dec 2019 Jan-Jun 2020 Jul-Dec 2020 Jan-Jun 2021 FY
2H19 FY 1H20 FY 2H20 FY 1H21 Net income (loss) attributable to common stockholders 420,337 (117,369) 330,474 243,029 Net income (loss) attributable to noncontrolling interests - - - (343) Net income (loss) 420,337 (117,369) 330,474 242,686
Share-based compensation expense 157,309 173,483 224,017 264,988 Depreciation and amortization 37,844 41,117 43,095 57,595 Interest expense, net 11,692 23,975 32,968 6,717 Other (income), net (12,256) (19,729) (271,996) (48,260) Bitcoin impairment
losses - - - 65,126 Loss on disposal of property and equipment 708 1,699 871 989 Gain on sale of asset group (373,445) - - - Acquisition related and other costs 2,824 3,580 3,902 14,318 Acquired deferred revenue adjustment 2,152 959 538 447 Acquired
deferred costs adjustment (427) (236) (139) (124) Provision (benefit) for income taxes 3,114 (217) 3,079 (8,413) Adjusted EBITDA 249,852 107,262 366,809 596,069 Adjusted EBITDA Prepared in accordance with U.S. GAAP
Appendix Definitions Square +
Afterpay | Aug 2021 SLIDE 5 “BNPL penetration” from CB Insights “Disrupting The $8T Payment Card Business: The Outlook On ‘Buy Now, Pay Later’” (2021). SLIDE 7 “Active Merchants” is defined as having
transacted at least once in last 12 months. “Active Consumers” is defined as having transacted at least once in last 12 months. SLIDE 8 “GMV” or Gross Merchandise Value is a measure of the total order value processed on the
Afterpay platform. “GMV retention” is calculated as the year-over-year GMV growth of a monthly seller cohort, averaged over the last twelve months. GMV retention was positive for Afterpay from FY19 through FY21 (fiscal year ending June).
“Afterpay Total Income” or Group Total Income is derived from the difference between the consumers underlying order value (Afterpay Income), late fees (Other Income), and Pay Now Revenue. SLIDE 10 Afterpay’s penetration in existing
markets is calculated based on Afterpay’s FY21 GMV as a percentage of eCommerce spend in its existing markets as estimated by Worldpay. SLIDE 17 “Merchants” for Afterpay are defined as having transacted at least once in last 12
months, and for Square are defined as making more than one payment over the last four quarters. “Enterprise merchants” for Afterpay are defined as merchants with more than $100 million in overall sales, including sales outside of their
GMV through Afterpay. “Mid-market merchants” for Square are defined as sellers that generate more than $500,000 in annualized GPV. “GPV” refers to Seller GPV (Gross Payment Volume), which represents payment volume from
Square’s Seller ecosystem. Seller GPV is composed of the total dollar amount of all card payments processed by sellers using Square, net of refunds and ACH transfers, and does not include GPV from Square’s Cash App ecosystem. SLIDE 18
“Consumers” for Afterpay refer to active consumers and are defined as having transacted at least once in last 12 months, and for Cash App refer to annual transacting active customers and are defined as completing at least one financial
transaction using any product or service within Cash App during the last 12 months. “Cash Card active” has at least one financial transaction using Cash Card during the specified period.
Exhibit 99.4
Jack Dorseys #team post [Slack message]
Team! We
just signed a deal to acquire Afterpay, a leader in the buy now pay later (BNPL) space. Why? A few reasons
First, Afterpays co-founders and CEOs, Anthony Eisen and Nick Molnar, have built an authentic, ambitious, and thoughtful team focused on economic empowerment. Its been incredible to witness how effortlessly our conversations
have flowed around shared ideas and visions. And every conversation has raised the bar on what we all can do together. Afterpay has over 1,300 people based primarily in Australia and the U.S., with people in Spain, the UK, China, Canada, New
Zealand, Italy, France, and Singapore as well.
Second, buy now pay later is a financial service that gives a lot more control to individuals and sellers,
and one we want to make a part of our combined ecosystem. Its a simple idea: enable a sellers customers to pay for purchases later, interest free, without having to use traditional credit sources, while helping to drive more omnichannel
sales for the seller. Afterpay has built this out as a seller tool, and combined that with a flexible, responsible payment method for consumers that also includes merchant discovery. As of June 30th, Afterpay serves more than 16 million
consumers and 100,000 merchants globally.
Finally, we see this as an important opportunity to connect our two largest business units, Seller and Cash
App. Afterpay will not operate as a separate business unit, but rather will be integrated into Seller, Cash App, and foundational teams. The reason were doing this is because it mirrors the customer experience we want to build together: a
simple tool for sellers to increase omnichannel sales and discovery and new payment options for individuals right in Cash App. This is one of those areas where Anthony, Nick, Alyssa, and Brian immediately saw eye-to-eye.
Whats next? Signing is an exciting milestone, and we expect to close in Q1 2022 (subject to
regulatory review and other customary closing conditions). While theres still much to sort out (including the more granular details of org structure), weve begun to answer questions here and well continue to share more info as
things evolve. Well also speak about this a bit more at Town Square later this week, and well hold an extra session for folks who cant make it to Town Square. With this news, well be holding our Earnings Call earlier this
quarter (5:00am PT/8:00am ET tomorrow, August 2).
Thank you to the whole team who has worked to get us to this point and who will lead us through the
next phase!
P.S. As required by law, please see this important legal notice (youll see this on all our communications on this topic for the time
being): http://investors.squareup.com/square-legal-disclaimers
P.P.S. xoxo
Alyssa Henrys response to #team [Slack message]
As Jack said, Afterpay + Square will expand our omnichannel offerings and add a powerful new product to our Seller ecosystem. Sellers are asking for a Buy Now
Pay Later (BNPL) service and many are asking for Afterpay by name. BNPL helps sellers increase their sales through higher average order sizes, higher conversion rates, and, by attracting new buyers. This deal helps us continue to grow upmarket as
Afterpays merchants are all larger sellers, and it enables us to grow our seller base globally even faster through their multi-national merchant footprint. Finally, it creates an opportunity to introduce Afterpays merchants to our full
Seller ecosystem.
We plan to integrate Afterpay into our online and in-person commerce products. Afterpay also
gives us an opportunity to collaborate more with Cash App to better integrate both merchant and consumer experiences.
As excited as I am about adding
Afterpay to our product portfolio, Im even more excited to welcome members of the Afterpay team to the Seller org once the deal closes. The Afterpay team members joining Seller are awesome. I cant wait for you all to meet them! Im
looking forward to our teams working together on these ambitious plans. Onward!
[As required by law, please see this important legal notice:
http://investors.squareup.com/square-legal-disclaimers]
Brian Grassadonias response to #team [Slack message]
Within Cash App, weve been observing the trend amongst Millennial and Gen Z consumers to move away from traditional credit products for some time. Cash
App itself was built on an understanding of this trend nearly a decade ago, placing a focus on the growing ubiquity of debit cards in place of credit cards. The Buy Now Pay Later space has sped up consumers move away from credit, offering a
more flexible, transparent and inclusive method of payment, and Afterpay has been out in front, shaping the industry as the most creative innovator.
As
the opportunity to combine forces with Afterpay came into focus, the synergies with Cash App and the broader opportunity to transform the commerce landscape together with Seller, Cash App and Afterpay were clear. Through integration, Afterpay will
benefit from Cash Apps customer base of more than 70 million active customers, super charging their merchant discovery and lead generation platform. Afterpay consumers will be able to manage their repayments within Cash App, and receive
the benefits of Cash Apps financial tools, including P2P money transfer, stock and Bitcoin investing, Cash Card, Boost, and more, while helping to grow our network around the world. As the integration deepens, we see a path to integrate
Afterpay into our Pay with Cash App commercial payment offering, supporting consumers with an even more flexible and accessible payment method.
Alyssa
and I have gotten to know Nick and Anthony, Afterpays co-founders and co-CEOs, well over the preceding months, and our collaborative working dynamic is off the
charts. Im beyond excited to welcome members of the Afterpay team into the Cash org once the deal closes.
Im itching to get started!
[As required by law, please see this important legal notice: http://investors.squareup.com/square-legal-disclaimers]
Jack Dorseys note to Afterpay [Email]
Hi Afterpay team! Im excited to introduce you to Square!
As Ive gotten to know the Afterpays business and leadership, Ive seen how much your work resonates with our purpose of economic empowerment.
Square builds simple tools to empower people into the economy. This is the constant thread that connects our various businesses, with Seller enabling any business to access financial tools, Cash App redefining the worlds relationship with
money, TIDAL empowering artists to participate more fully in the economy, and our recent addition of TBD focused on building a decentralized non-custodial platform for financial services.
Nick, Anthony, and you all have built an authentic, ambitious, and thoughtful team similarly focused on economic empowerment, by offering a flexible,
transparent, and inclusive method of payment that gives control to individuals and sellers. We know this is something we want to bring into our ecosystem, and we believe in your approach. We also see this as an important opportunity to bring
Afterpay into our two largest business units, Cash App and Seller, and strengthen the connection between them.
Im sure you have questions! For now,
the FAQ is the best place to go, and well be hosting Intro to Square sessions for you later this week. We know we have much to learn from you and with you, and Im excited for whats next!
jack
As required by law, please see this important legal
notice below.
Additional Information and Where to Find It
In connection with the proposed transaction, Square, Inc. (Square) intends to file with the Securities and Exchange Commission (SEC) a
registration statement on Form S-4 to register the shares of Square Class A common stock to be issued in connection with the transaction (including a prospectus therefor), which will include a proxy
statement that will be sent to the shareholders of Square seeking their approval of such issuance. Square may also file other relevant documents with the SEC regarding the proposed transaction. Related information will also be included in the scheme
booklet that Afterpay Limited (Afterpay) will prepare and, following approval from the Australian court, dispatch to its shareholders in connection with the scheme meeting at which Afterpay shareholders will consider whether or not to
approve the transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY STATEMENT, THE PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE
SEC OR OTHERWISE BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT SQUARE, AFTERPAY, AND
THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain (if and when available) free copies of the registration statement on Form S-4, the proxy statement, the prospectus, the scheme
booklet, and other documents containing important information about Square and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Investors and security holders will
be able to obtain those documents released by Afterpay to the Australian Securities Exchange (ASX) announcements platform free of charge at ASXs website, www.asx.com.au. Copies of the documents filed with the SEC by Square will be
available free of charge on Squares Investor Relations website at https://investors.squareup.com.
Participants in the Solicitation
Square, Afterpay, their respective directors and certain of their executive officers and other employees may be deemed to be participants in the solicitation
of proxies from Squares security holders in connection with the proposed transaction. Information about Squares directors and executive officers is set forth in Squares proxy statement on Schedule 14A for its 2021 Annual Meeting of
Stockholders, which was filed with the SEC on April 29, 2021, and its Current Report on Form 8-K filed with the SEC on May 7, 2021 and subsequent statements of beneficial ownership on file with the
SEC. Information about Afterpays directors and executive officers is set forth in Afterpays latest annual report dated August 27, 2020, as updated from time to time via announcements made by Afterpay on the Australian Securities
Exchange. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Square security holders in connection with the proposed transaction, including a description of their direct or
indirect interests, by security holdings or otherwise, will be set forth in the proxy statement when it is filed with the SEC.
No Offer or
Solicitation
This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any
securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended (Securities Act), or pursuant to an exemption from, or in a
transaction not subject to, such registration requirements.
Forward Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements
can be identified by terms such as may, will, appears, should, expects, plans, anticipates, could, intends, target,
projects, contemplates, believes, estimates, predicts, potential, or continue, or the negative of these words or other similar terms or expressions that concern our
expectations, strategy, plans, or intentions. Examples of forward-looking statements in this communication include, among others, statements regarding the future performance of Square and Afterpay, the perceived synergies and other benefits of the
pending transaction between Square and Afterpay; the ability of the transaction to accelerate growth and to strengthen the integration between Squares Seller and Cash App ecosystems; and expectations around the financial impact of the
transaction on Squares financials.
The outcome of the events described in these forward-looking statements is subject to known and unknown risks,
uncertainties, and other factors described from time to time in Squares filings with the SEC and Afterpays filings with the ASX, including Squares Annual Report on Form 10-K for the year
ended December 31, 2020 and most recent Quarterly Report on Form 10-Q and Afterpays Annual Report for the financial year ended June 30, 2020 (Appendix 4E), Half-Year Report for the half year
ended December 31, 2020 (Appendix 4D), Q3 FY21 Business Update for the quarter ended March 31, 2021, and FY21 Trading Update for the financial year ended June 30, 2021, and future filings and reports by either Square or Afterpay.
In addition, other factors related to the pending transaction between Square and Afterpay that contribute to the uncertain nature of the forward-looking
statements include, but are not limited to: the expected timing to complete the pending transaction; filings and approvals relating to the pending transaction; the ability to complete the pending transaction considering the various closing
conditions; and the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the pending transaction. We cannot assure you that the results, events, and circumstances reflected in the
forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements. Investors are cautioned not to place undue reliance on these
statements.
All forward-looking statements are based on information and estimates available to Square or Afterpay at the time of this communication and
are not guarantees of future performance. Except as required by law, neither Square nor Afterpay assume any obligation to update any of the statements in this communication, and any statement in this communication is subject to change without
notice.
The distribution of this communication may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into
possession of this communication must inform himself or herself of and comply with any such restrictions.
Alyssa Henrys post in #seller-team
[Slack message]
As you may have seen, we just announced a deal <link to Jacks #team message>. I know many of you will have questions about
reporting structure, workstreams, etc. Well be working through those specifics over the next few months as we march towards closing. In the meantime, here is a general FAQ that includes everything we can currently share. I cant wait for
our teams to start working together on these ambitious plans.
[As required by law, please see this important legal notice:
http://investors.squareup.com/square-legal-disclaimers]
Brian Grassadonias message in #cash-announce [Slack message]
Hi all!
By now, youve likely seen the exciting news
<link to Jacks #team message> that Square has entered into an agreement to acquire Buy Now, Pay Later industry leader Afterpay! Leaders across the Cash organization have been working tirelessly to help bring this deal to life and it
feels surreal that were finally able to share this transformative opportunity with the world.
This acquisition represents the start of a new
chapter for our company, one where well see a lot more connection between Seller and Cash App, and Afterpay will help us strengthen the bridge. I shared more detail on how this will come together in #team <link>, and I plan to share more
as things continue to evolve and take shape. As you read in Jacks note, Afterpay will not operate as a separate business unit. Instead well integrate Afterpays organization into Cash App, Seller, and foundational teams once the
deal closes. Theyre an incredible group and I cant wait for you to meet them.
Please keep in mind that todays news, while exciting, is
an announcement of a deal that wont complete for several months (we expect to close in Q1 2022). Id encourage you to take a look at whats in the Q&A as questions come up, and please plan to attend this weeks Town Square
if youre able where well share more. Well also host an extra session later in the week for those of you who cant join the initial Town Square.
More soon!
[As required by law, please see this important
legal notice: http://investors.squareup.com/square-legal-disclaimers]
=========
Sivan Whiteleys Counsel team email
From: Sivan
To: Counsel org
Subject: Afterpay + Square Counsel
Team,
I wanted to follow up on Jacks <#team announcement> about our signing a deal to acquire Afterpay, our first public company acquisition! This is a
huge step forward in integrating our Seller and Cash ecosystems and will not only deepen connections between them but will also further our shared purpose of economic empowerment. I am very excited to continue exploring the opportunities this deal
will present both for Square and Counsels growth as we work towards closing the deal.
As Jack said in his note, signing is an exciting milestone
and theres still lots of work to be done to get to specifics and answer questions as we approach close. You may also have questions around how Afterpay will fit into our respective orgs and new workstreams. What we know now is that post-close,
folks from the Afterpay team will join as part of Counsel. We will be working through details as we move towards close, and share more details as we have them. In the meantime, the FAQ is the best resource. During this weeks Town Square, we
will also speak about the deal and take questions not addressed in the FAQ, and well also hold an extra session later in the week for folks who cant join Town Square live.
Today, I want to not only acknowledge the monumental effort from many folks across Counsel who have helped bring us to this point, but thank all of you who
will contribute in the months to come. As this deal wont come to fruition for several months (we expect to close in Q1 2022), we know our teams are critical in helping clear a number of other milestones to get to closing, including antitrust
review, a shareholder vote, and integration planning. I am proud of the way we have worked together up to this point and am looking forward to the work ahead.
Sivan
As required by law, please see this important legal
notice below.
Additional Information and Where to Find It
In connection with the proposed transaction, Square, Inc. (Square) intends to file with the Securities and Exchange Commission (SEC) a
registration statement on Form S-4 to register the shares of Square Class A common stock to be issued in connection with the transaction (including a prospectus therefor), which will include a proxy
statement that will be sent to the shareholders of Square seeking their approval of such issuance. Square may also file other relevant documents with the SEC regarding the proposed transaction. Related information will also be included in the scheme
booklet that Afterpay
Limited (Afterpay) will prepare and, following approval from the Australian court, dispatch to its shareholders in connection with the scheme meeting at which Afterpay shareholders
will consider whether or not to approve the transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY STATEMENT, THE PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS THAT MAY BE FILED WITH THE SEC OR OTHERWISE BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT SQUARE, AFTERPAY, AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain (if and when available) free copies of the registration statement on Form S-4, the proxy
statement, the prospectus, the scheme booklet, and other documents containing important information about Square and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at
http://www.sec.gov. Investors and security holders will be able to obtain those documents released by Afterpay to the Australian Securities Exchange (ASX) announcements platform free of charge at ASXs website, www.asx.com.au.
Copies of the documents filed with the SEC by Square will be available free of charge on Squares Investor Relations website at https://investors.squareup.com.
Participants in the Solicitation
Square, Afterpay, their
respective directors and certain of their executive officers and other employees may be deemed to be participants in the solicitation of proxies from Squares security holders in connection with the proposed transaction. Information about
Squares directors and executive officers is set forth in Squares proxy statement on Schedule 14A for its 2021 Annual Meeting of Stockholders, which was filed with the SEC on April 29, 2021, and its Current Report on Form 8-K filed with the SEC on May 7, 2021 and subsequent statements of beneficial ownership on file with the SEC. Information about Afterpays directors and executive officers is set forth in Afterpays
latest annual report dated August 27, 2020, as updated from time to time via announcements made by Afterpay on the Australian Securities Exchange. Additional information regarding the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of Square security holders in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement when
it is filed with the SEC.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a
solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws
of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended (Securities Act), or pursuant to an exemption from, or in a transaction not subject
to, such registration requirements.
Forward Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements
can be identified by terms such as may, will, appears, should, expects, plans, anticipates, could, intends, target,
projects, contemplates, believes, estimates, predicts, potential, or continue, or the negative of these words or other similar terms or expressions that concern our
expectations, strategy, plans, or intentions. Examples of forward-looking statements in this communication include, among others, statements regarding the future performance of Square and Afterpay, the perceived synergies and other benefits of the
pending transaction between Square and Afterpay; the ability of the transaction to accelerate growth and to strengthen the integration between Squares Seller and Cash App ecosystems; and expectations around the financial impact of the
transaction on Squares financials.
The outcome of the events described in these forward-looking statements is subject to known and unknown risks,
uncertainties, and other factors described from time to time in Squares filings with the SEC and Afterpays filings with the ASX, including Squares Annual Report on Form 10-K for the year
ended December 31, 2020 and most recent Quarterly Report on Form 10-Q and Afterpays Annual Report for the financial year ended June 30, 2020 (Appendix 4E), Half-Year Report for the half year
ended December 31, 2020 (Appendix 4D), Q3 FY21 Business Update for the quarter ended March 31, 2021, and FY21 Trading Update for the financial year ended June 30, 2021, and future filings and reports by either Square or Afterpay.
In addition, other factors related to the pending transaction between Square and Afterpay that contribute to the uncertain nature of the forward-looking
statements include, but are not limited to: the expected timing to complete the pending transaction; filings and approvals relating to the pending transaction; the ability to complete the pending transaction considering the various closing
conditions; and the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the pending transaction. We cannot assure you that the results, events, and circumstances reflected in the
forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements. Investors are cautioned not to place undue reliance on these
statements.
All forward-looking statements are based on information and estimates available to Square or Afterpay at the time of this communication and
are not guarantees of future performance. Except as required by law, neither Square nor Afterpay assume any obligation to update any of the statements in this communication, and any statement in this communication is subject to change without
notice.
The distribution of this communication may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into
possession of this communication must inform himself or herself of and comply with any such restrictions.
Helena Christiansons People team email
From: Helena
To: People-team@
Subject: Afterpay + Square People
Hi Team,
By now, youve likely seen Jacks <#team announcement> about our acquisition of Afterpay, our first public company acquisition! This is a huge
step forward in integrating our Seller and Cash ecosystems and will not only deepen connections between them but will also further our shared purpose of economic empowerment. It also means that, upon close, well be welcoming over 1,000 new
team members into the company, including some into the People org directly!
Today marks a major milestone as we sign the deal. As we work towards close
(which we expect to be Q1 2022), well be able to get more specific on the details and answer questions that may be top of mind for you such as how Afterpay employees will fit into our respective teams and work. What we know now is that
post-close, folks from the Afterpay team will join as part of the People org and the details of org/reporting structure are still being worked out. For now, the FAQ is the best resource. During this weeks Town Square, we will also speak about
the deal and take questions not addressed in the FAQ, and well also hold an extra session later in the week for folks who cant join Town Square live. As we move through this process, well continue to share updates as things evolve.
Last but not least, I want to acknowledge the tireless effort from many folks across the People team who have helped bring us to this point. Working
through the acquisition of a public company is new terrain for many of us, and its been inspiring to see the teams diligence and curiosity throughout the entire process. As we move forward, we know our teams are critical in helping with
the next stage from the offer process to integration planning, and everything in between. Thank you all for your continued efforts. Im excited to continue to bring this to life with you all!
Helena
As required by law, please see this important legal
notice below.
Additional Information and Where to Find It
In connection with the proposed transaction, Square, Inc. (Square) intends to file with the Securities and Exchange Commission (SEC) a
registration statement on Form S-4 to register the shares of Square Class A common stock to be issued in connection with the transaction (including a prospectus therefor),
which will include a proxy statement that will be sent to the shareholders of Square seeking their approval of such issuance. Square may also file other relevant documents with the SEC regarding
the proposed transaction. Related information will also be included in the scheme booklet that Afterpay Limited (Afterpay) will prepare and, following approval from the Australian court, dispatch to its shareholders in connection with
the scheme meeting at which Afterpay shareholders will consider whether or not to approve the transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY
STATEMENT, THE PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC OR OTHERWISE BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT SQUARE, AFTERPAY, AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain (if and when available) free copies of the registration statement on Form S-4, the proxy statement, the prospectus, the scheme booklet, and other documents containing important information about Square and the proposed transaction, once such documents are filed with the SEC through the
website maintained by the SEC at http://www.sec.gov. Investors and security holders will be able to obtain those documents released by Afterpay to the Australian Securities Exchange (ASX) announcements platform free of charge at
ASXs website, www.asx.com.au. Copies of the documents filed with the SEC by Square will be available free of charge on Squares Investor Relations website at https://investors.squareup.com.
Participants in the Solicitation
Square, Afterpay, their
respective directors and certain of their executive officers and other employees may be deemed to be participants in the solicitation of proxies from Squares security holders in connection with the proposed transaction. Information about
Squares directors and executive officers is set forth in Squares proxy statement on Schedule 14A for its 2021 Annual Meeting of Stockholders, which was filed with the SEC on April 29, 2021, and its Current Report on Form 8-K filed with the SEC on May 7, 2021 and subsequent statements of beneficial ownership on file with the SEC. Information about Afterpays directors and executive officers is set forth in Afterpays
latest annual report dated August 27, 2020, as updated from time to time via announcements made by Afterpay on the Australian Securities Exchange. Additional information regarding the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of Square security holders in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement when
it is filed with the SEC.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a
solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws
of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended (Securities Act), or pursuant to an exemption from, or in a transaction not subject
to, such registration requirements.
Forward Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements
can be identified by terms such as may, will, appears, should, expects, plans, anticipates, could, intends, target,
projects, contemplates, believes, estimates, predicts, potential, or continue, or the negative of these words or other similar terms or expressions that concern our
expectations, strategy, plans, or intentions. Examples of forward-looking statements in this communication include, among others, statements regarding the future performance of Square and Afterpay, the perceived synergies and other benefits of the
pending transaction between Square and Afterpay; the ability of the transaction to accelerate growth and to strengthen the integration between Squares Seller and Cash App ecosystems; and expectations around the financial impact of the
transaction on Squares financials.
The outcome of the events described in these forward-looking statements is subject to known and unknown risks,
uncertainties, and other factors described from time to time in Squares filings with the SEC and Afterpays filings with the ASX, including Squares Annual Report on Form 10-K for the year
ended December 31, 2020 and most recent Quarterly Report on Form 10-Q and Afterpays Annual Report for the financial year ended June 30, 2020 (Appendix 4E), Half-Year Report for the half year
ended December 31, 2020 (Appendix 4D), Q3 FY21 Business Update for the quarter ended March 31, 2021, and FY21 Trading Update for the financial year ended June 30, 2021, and future filings and reports by either Square or Afterpay.
In addition, other factors related to the pending transaction between Square and Afterpay that contribute to the uncertain nature of the forward-looking
statements include, but are not limited to: the expected timing to complete the pending transaction; filings and approvals relating to the pending transaction; the ability to complete the pending transaction considering the various closing
conditions; and the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the pending transaction. We cannot assure you that the results, events, and circumstances reflected in the
forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements. Investors are cautioned not to place undue reliance on these
statements.
All forward-looking statements are based on information and estimates available to Square or Afterpay at the time of this communication and
are not guarantees of future performance. Except as required by law, neither Square nor Afterpay assume any obligation to update any of the statements in this communication, and any statement in this communication is subject to change without
notice.
The distribution of this communication may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into
possession of this communication must inform himself or herself of and comply with any such restrictions.
Amrita Ahujas Guidance email
From: Amrita
To: Guidance@
Subject: Afterpay + Square Guidance
Hi all,
What a day for Square and our Guidance team! I wanted to follow up on Jacks <#team announcement> about acquiring Afterpay, our first public
company acquisition! This is a huge step forward in integrating our Seller and Cash ecosystems and will not only deepen connections between them but will also further our shared purpose of economic empowerment. This deal will present new
opportunities for Square and the Guidance team, which I am incredibly excited about.
The signing of this deal is a significant milestone for us and
theres still lots of work to be done to get to specifics and answer questions as we approach close, including how Afterpay employees will fit within our respective teams across the company and within Guidance. What we know now is that
post-close, folks from the Afterpay team will join as part of the Guidance team, with org/reporting structure details still being worked out. We will be working through details as we move towards close, and share more details as we have them. In the
meantime, the FAQ is the best resource. During this weeks Town Square, we will also speak about the deal and take questions not addressed in the FAQ, and well also hold an extra session later in the week for folks who cant join
Town Square live.
I want to personally extend a HUGE thank you to the many folks across Guidance who have helped over the past weeks and months to bring
us to this point. This deal has engaged folks across every single Guidance team, in the coming months leading up to deal closing (expected Q121), Im sure many more of you will contribute to integration planning and important close
matters. A big thank you, and Im right there with you, in advance. It has been a monumental effort so far, and I am so proud of the way we have worked together up to this point. I look forward to the work together ahead.
Amrita
As required by law, please see this important legal
notice below.
Additional Information and Where to Find It
In connection with the proposed transaction, Square, Inc. (Square) intends to file with the
Securities and Exchange Commission (SEC) a registration statement on Form S-4 to register the shares of Square Class A common stock to be issued in connection with the transaction (including a
prospectus therefor), which will include a proxy statement that will be sent to the shareholders of Square seeking their approval of such issuance. Square may also file other relevant documents with the SEC regarding the proposed transaction.
Related information will also be included in the scheme booklet that Afterpay Limited (Afterpay) will prepare and, following approval from the Australian court, dispatch to its shareholders in connection with the scheme meeting at which
Afterpay shareholders will consider whether or not to approve the transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY STATEMENT, THE PROSPECTUS AND
ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC OR OTHERWISE BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT SQUARE, AFTERPAY, AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain (if and when available) free copies of the registration statement on Form
S-4, the proxy statement, the prospectus, the scheme booklet, and other documents containing important information about Square and the proposed transaction, once such documents are filed with the SEC through
the website maintained by the SEC at http://www.sec.gov. Investors and security holders will be able to obtain those documents released by Afterpay to the Australian Securities Exchange (ASX) announcements platform free of charge at
ASXs website, www.asx.com.au. Copies of the documents filed with the SEC by Square will be available free of charge on Squares Investor Relations website at https://investors.squareup.com.
Participants in the Solicitation
Square, Afterpay, their
respective directors and certain of their executive officers and other employees may be deemed to be participants in the solicitation of proxies from Squares security holders in connection with the proposed transaction. Information about
Squares directors and executive officers is set forth in Squares proxy statement on Schedule 14A for its 2021 Annual Meeting of Stockholders, which was filed with the SEC on April 29, 2021, and its Current Report on Form 8-K filed with the SEC on May 7, 2021 and subsequent statements of beneficial ownership on file with the SEC. Information about Afterpays directors and executive officers is set forth in Afterpays
latest annual report dated August 27, 2020, as updated from time to time via announcements made by Afterpay on the Australian Securities Exchange. Additional information regarding the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of Square security holders in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement when
it is filed with the SEC.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a
solicitation of any vote or approval, nor shall there be any
offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such jurisdiction. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended (Securities Act), or pursuant to an exemption from, or in a transaction not subject to,
such registration requirements.
Forward Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements
can be identified by terms such as may, will, appears, should, expects, plans, anticipates, could, intends, target,
projects, contemplates, believes, estimates, predicts, potential, or continue, or the negative of these words or other similar terms or expressions that concern our
expectations, strategy, plans, or intentions. Examples of forward-looking statements in this communication include, among others, statements regarding the future performance of Square and Afterpay, the perceived synergies and other benefits of the
pending transaction between Square and Afterpay; the ability of the transaction to accelerate growth and to strengthen the integration between Squares Seller and Cash App ecosystems; and expectations around the financial impact of the
transaction on Squares financials.
The outcome of the events described in these forward-looking statements is subject to known and unknown risks,
uncertainties, and other factors described from time to time in Squares filings with the SEC and Afterpays filings with the ASX, including Squares Annual Report on Form 10-K for the year
ended December 31, 2020 and most recent Quarterly Report on Form 10-Q and Afterpays Annual Report for the financial year ended June 30, 2020 (Appendix 4E), Half-Year Report for the half year
ended December 31, 2020 (Appendix 4D), Q3 FY21 Business Update for the quarter ended March 31, 2021, and FY21 Trading Update for the financial year ended June 30, 2021, and future filings and reports by either Square or Afterpay.
In addition, other factors related to the pending transaction between Square and Afterpay that contribute to the uncertain nature of the forward-looking
statements include, but are not limited to: the expected timing to complete the pending transaction; filings and approvals relating to the pending transaction; the ability to complete the pending transaction considering the various closing
conditions; and the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the pending transaction. We cannot assure you that the results, events, and circumstances reflected in the
forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements. Investors are cautioned not to place undue reliance on these
statements.
All forward-looking statements are based on information and estimates available to Square or Afterpay at the time of this communication and
are not guarantees of future performance. Except as required by law, neither Square nor Afterpay assume any obligation to update any of the statements in this communication, and any statement in this communication is subject to change without
notice.
The distribution of this communication may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into
possession of this communication must inform himself or herself of and comply with any such restrictions.
mySquare post
What is the article title?
Square announces
plans to acquire Afterpay
What is the summary for the mySquare news feed?
Big news today! As Jack shared in Slack, weve signed a deal to acquire Afterpay, a leader in the buy now pay later space. At the heart of this deal is
our shared commitment to providing economic access and encouraging financial wellness for all. In pursuing economic empowerment together, Afterpay wont be a separate business unit. Well welcome the team within Cash, Seller, and a few
foundational teams upon closing the deal. With that, well be shifting our Q221 Earnings call to 5:00 a.m. PT/8:00 a.m. ET tomorrow, August 2 (a pivot from the typical time). We know its early (and late!) for
many of you! Look out for details on how to tune in via mySquare today. If you miss it in real time, you can check out the recording later on our Investor website. Find more details within.
What should the mySquare post say?
Big news
today! As Jack shared in Slack, weve signed a deal to acquire Afterpay, a leader in the buy now pay later space. At the heart of this deal is our shared commitment to providing economic access and encouraging financial wellness for all. In
pursuing economic empowerment together, Afterpay wont be a separate business unit. Well welcome the team within Cash, Seller, and a few foundational teams upon closing the deal. By joining forces, we hope to build an even more valuable
set of products and services for consumers and merchants within our ecosystem.
Well be shifting our Q221 Earnings call to 5:00 a.m.
PT/8:00 a.m. ET tomorrow, August 2 (a pivot from the typical time). We know its early (and late!) for many of you! Look out for details on how to tune in via mySquare today. If you miss it in
real time, you can check out the recording later on our Investor website.
With this exciting news dropping, you likely have questions. If you havent already, take a look at the
Afterpay FAQ for the details were able to share, and learn more about Afterpay below. Jack and Core will speak to this news at Town Square, and well hold an extra session later in the week for folks who cant attend Town Square
live.
In the coming months, our cross-functional internal teams will be heads down in integration planning work with Afterpay. As soon as the deal is
closed, estimated to be in Q1 of 2022, well share more news with the company, so stay tuned for more to come!
A little bit about Afterpay
Afterpay is a leader in the Buy Now, Pay Later space, empowering customers to access the things they want and need, while still allowing them to
maintain financial wellness and control, by splitting payments in four, for both online and in-store purchases. The service is completely free for customers who pay on time - helping people spend responsibly
without incurring interest, fees or revolving debt. Merchants, whether theyre large enterprise or SMB, prefer Afterpay because we truly partner to grow their business- helping drive higher average order values, greater basket size, and
additional new and repeat customers often within 24 or 48 hours of going live with a partnership. Afterpay drives over 1m leads per day to our retail partners globally and acts as a key marketing customer acquisition channel for this highly valuable
next generation consumer.
As of June 30th, Afterpay serves more than 16 million consumers and 100,000 merchants globally.The team is currently made
up of ~1,300 people and based primarily in Australia and the U.S., with team members in Spain, UK, China, Canada, New Zealand, Italy, France, and Singapore.
As required by law, please see this important legal notice below.
Additional Information and Where to Find It
In
connection with the proposed transaction, Square, Inc. (Square) intends to file with the Securities and Exchange Commission (SEC) a registration statement on Form S-4 to register the
shares of Square Class A common stock to be issued in connection with the transaction (including a prospectus therefor), which will include a proxy statement that will be sent to the shareholders of Square seeking their approval of such
issuance. Square may also file other relevant documents with the SEC regarding the proposed transaction. Related information will also be included in the scheme booklet that Afterpay Limited (Afterpay) will prepare and, following
approval from the Australian court, dispatch to its shareholders in connection with the scheme meeting at which Afterpay shareholders will consider whether or not to approve the transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT ON FORM S-4, THE PROXY STATEMENT, THE PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC OR OTHERWISE BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT SQUARE, AFTERPAY, AND THE PROPOSED TRANSACTION. Investors and security holders will be able to
obtain (if and when available) free copies of the registration statement on Form S-4, the proxy statement, the prospectus, the scheme booklet, and other documents
containing important information about Square and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Investors
and security holders will be able to obtain those documents released by Afterpay to the Australian Securities Exchange (ASX) announcements platform free of charge at ASXs website, www.asx.com.au. Copies of the documents filed with
the SEC by Square will be available free of charge on Squares Investor Relations website at https://investors.squareup.com.
Participants in the
Solicitation
Square, Afterpay, their respective directors and certain of their executive officers and other employees may be deemed to be participants
in the solicitation of proxies from Squares security holders in connection with the proposed transaction. Information about Squares directors and executive officers is set forth in Squares proxy statement on Schedule 14A for its
2021 Annual Meeting of Stockholders, which was filed with the SEC on April 29, 2021, and its Current Report on Form 8-K filed with the SEC on May 7, 2021 and subsequent statements of beneficial
ownership on file with the SEC. Information about Afterpays directors and executive officers is set forth in Afterpays latest annual report dated August 27, 2020, as updated from time to time via announcements made by Afterpay on
the Australian Securities Exchange. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Square security holders in connection with the proposed transaction, including a
description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement when it is filed with the SEC.
No Offer or Solicitation
This communication is not
intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent registration under
the U.S. Securities Act of 1933, as amended (Securities Act), or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.
Forward Looking Statements
This communication contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by terms such as may, will, appears, should,
expects, plans, anticipates, could, intends, target, projects, contemplates, believes, estimates, predicts,
potential, or continue, or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Examples of forward-looking statements in this communication include,
among others, statements regarding the future performance of Square and Afterpay, the perceived synergies and other benefits of the pending transaction between Square and Afterpay; the ability of the transaction to accelerate growth and to
strengthen the integration between Squares Seller and Cash App ecosystems; and expectations around the financial impact of the transaction on Squares financials.
The outcome of the events described in these forward-looking statements is subject to known and unknown
risks, uncertainties, and other factors described from time to time in Squares filings with the SEC and Afterpays filings with the ASX, including Squares Annual Report on Form 10-K for the
year ended December 31, 2020 and most recent Quarterly Report on Form 10-Q and Afterpays Annual Report for the financial year ended June 30, 2020 (Appendix 4E), Half-Year Report for the half
year ended December 31, 2020 (Appendix 4D), Q3 FY21 Business Update for the quarter ended March 31, 2021, and FY21 Trading Update for the financial year ended June 30, 2021, and future filings and reports by either Square or Afterpay.
In addition, other factors related to the pending transaction between Square and Afterpay that contribute to the uncertain nature of the forward-looking
statements include, but are not limited to: the expected timing to complete the pending transaction; filings and approvals relating to the pending transaction; the ability to complete the pending transaction considering the various closing
conditions; and the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the pending transaction. We cannot assure you that the results, events, and circumstances reflected in the
forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements. Investors are cautioned not to place undue reliance on these
statements.
All forward-looking statements are based on information and estimates available to Square or Afterpay at the time of this communication and
are not guarantees of future performance. Except as required by law, neither Square nor Afterpay assume any obligation to update any of the statements in this communication, and any statement in this communication is subject to change without
notice.
The distribution of this communication may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into
possession of this communication must inform himself or herself of and comply with any such restrictions.
ARTICLE TAGS
Seller, Cash, Purpose, Afterpay
#Global-announce post [Slack message]
Big news today! As Jack shared, weve signed a deal to acquire Afterpay, a leader in the buy now pay later space, to join Square. At the heart of this
deal is our shared commitment to providing economic access and encouraging financial wellness for all. In pursuing economic empowerment together, Afterpay wont be a separate business unit. Well welcome the team within Cash, Seller, and a
few foundational teams upon closing the deal. With that, well be shifting our Q221 Earnings call to 5:00 a.m. PT/8:00 a.m. ET tomorrow, August 2 (a pivot from the typical time). We know its early (and late!)
for many of you! Look out for details on how to tune in via mySquare shortly. If you miss it in real time, you can check out the recording later on our Investor website.
[As required by law, please see this important legal notice: http://investors.squareup.com/square-legal-disclaimers]
#au-squares and #cash-apac [Slack message]
Hi AU team! Just a quick note on Jacks announcement from this morning, that Square will acquire Afterpay. I know this is HUGE news, especially for
Australia, so I want to reiterate where you can find some additional info on whats been announced. To start, you can view our official press release here (link), there is also an internal FAQ doc and mySquare post (link) addressing a few key
topics, and at Town Square you can hear directly from Jack and Core about the deal.
I know the info we have to hand right now wont answer all of
your questions, but at this early stage there are still a lot of details being ironed out. Rest assured, there are a lot of very smart and considerate people working really hard on this deal who will be sharing more as these details fall into place
over the coming months. For now, we can go into the week knowing that we have some really exciting times ahead!
[As required by law, please see this
important legal notice: http://investors.squareup.com/square-legal-disclaimers]
Leads Talking Points Email
What is the article title?
Square to acquire
Afterpay: Talking points for leads
Headline
With the exciting news about Afterpay joining Square [link], you may receive questions from your teams. To support you in this period before closing,
were sharing talking points for you to reference in case you need them. Read on for more details.
Body
Hi leads,
With the exciting news about Afterpay joining Square
[link], you may receive questions from your teams. To support you in this period before closing, were sharing talking points for you to reference in case you need them. As a quick reminder, details about this deal that are not currently on
our website are confidential, and not to be shared with anyone outside the company. Find more details in the section called Policies for discussing the deal in the Afterpay FAQ within our FAQ. We appreciate your cooperation here!
Please continue to point your teams to the Afterpay FAQ if they have additional questions. Well share more news upon closing the deal.
As always, thanks for your leadership!
Talking points about the deal
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In welcoming Afterpay to Square, well join forces in providing economic access and encouraging financial
wellness for all. Our purpose of economic empowerment applies to all disciplines within our company, and Im excited to see us move forward in this work together.
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As Jack shared in #team, Afterpay will not operate as a separate business unit. The Afterpay team will be
integrated into the Cash, Seller, and foundational teams upon closing the deal.
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Jack will share news with the company when we close with more details on integration. In the meantime, please
take a look through the Afterpay FAQ for details and join Town Square (or the additional session well hold later in the week for folks who cant join Town Square live) to hear more about the deal.
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We expect to close the transaction in Q1 2022, which is subject to certain closing conditions, including
Square and Afterpay shareholder approvals and regulatory approvals. Closing timing will vary based on these factors so we cant predict an exact closing date at this time.
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Talking points on org structure
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Well continue our purpose-driven work, and your role will continue as is up until closing. After we
close the deal and Afterpay officially joins Square, there will be opportunities for collaboration so we expect some roles may evolve and grow along with business needs.
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[For leads within Cash, Seller, and foundational teams] We may also welcome Afterpay members directly into the
team post-close, depending on org structure decisions. As Jack shared, those specifics are currently being finalized.
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Until closing, Afterpay will remain and continue to operate as a separate and independent company and
its business as usual for both Square and Afterpay. If youre involved in any integration planning work, I want to thank you for your continued effort in seeing this deal through to closing!
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Guidance on discussing the deal
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Internal communications (verbally and written) related to this deal are considered confidential and not to be
shared with anyone outside the company. In situations like this one, there is extra sensitivity as we have not yet closed the deal. With acquiring a public company, we also have to follow additional regulatory requirements, so youll notice
legal disclaimers attached to any internal communications we send related to this deal. Find more details in the section called Policies for discussing the deal in the Afterpay FAQ section .
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Given this transaction was just announced, there are many details yet to be worked out as part of the
integration planning process. Please do not engage with anyone outside of Square about any non-public information relating to this transaction. As always, if you are unsure of whether or not something is
appropriate to share on social media, please run it by the Corporate Communications team at press@squareup.com.
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If our external (non Square) partners or customers approach you about this announcement, you may direct them
to the publicly available information on our website. As a quick reminder on our External Communications Policy, if any member of the press reaches out to you, please forward the email directly to press@squareup.com and our Corporate
Communications team will take it from there.
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As required by law, please see this important legal notice below.
Additional Information and Where to Find It
In
connection with the proposed transaction, Square, Inc. (Square) intends to file with the Securities and Exchange Commission (SEC) a registration statement on Form S-4 to register the
shares of Square Class A common stock to be issued in connection with the transaction (including a prospectus therefor), which will include a proxy statement that will be sent to the shareholders of Square seeking their approval of such
issuance. Square may also file other relevant documents with the SEC regarding the proposed transaction. Related information will also be included in the scheme booklet that Afterpay Limited (Afterpay) will prepare and, following
approval from the Australian court, dispatch to its shareholders in connection with the scheme meeting at which Afterpay shareholders will consider whether or not to approve the transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT ON FORM S-4, THE PROXY STATEMENT, THE PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC OR OTHERWISE BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO THESE DOCUMENTS CAREFULLY AND IN THEIR
ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT SQUARE, AFTERPAY, AND THE PROPOSED TRANSACTION. Investors and security holders will be
able to obtain (if and when available) free copies of the registration statement on Form S-4, the proxy statement, the prospectus, the scheme booklet, and other documents containing important information about
Square and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Investors and security holders will be able to obtain those documents released by Afterpay to the
Australian Securities Exchange (ASX) announcements platform free of charge at ASXs website, www.asx.com.au. Copies of the documents filed with the SEC by Square will be available free of charge on Squares Investor Relations
website at https://investors.squareup.com.
Participants in the Solicitation
Square, Afterpay, their respective directors and certain of their executive officers and other employees may be deemed to be participants in the solicitation
of proxies from Squares security holders in connection with the proposed transaction. Information about Squares directors and executive officers is set forth in Squares proxy statement on Schedule 14A for its 2021 Annual Meeting of
Stockholders, which was filed with the SEC on April 29, 2021, and its Current Report on Form 8-K filed with the SEC on May 7, 2021 and subsequent statements of beneficial ownership on file with the
SEC. Information about Afterpays directors and executive officers is set forth in Afterpays latest annual report dated August 27, 2020, as updated from time to time via announcements made by Afterpay on the Australian Securities
Exchange. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Square security holders in connection with the proposed transaction, including a description of their direct or
indirect interests, by security holdings or otherwise, will be set forth in the proxy statement when it is filed with the SEC.
No Offer or
Solicitation
This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any
securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended (Securities Act), or pursuant to an exemption from, or in a
transaction not subject to, such registration requirements.
Forward Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements
can be identified by terms such as may, will, appears, should, expects, plans, anticipates, could, intends, target,
projects, contemplates, believes, estimates, predicts, potential, or continue, or the negative of these
words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Examples of forward-looking statements in this communication include, among others,
statements regarding the future performance of Square and Afterpay, the perceived synergies and other benefits of the pending transaction between Square and Afterpay; the ability of the transaction to accelerate growth and to strengthen the
integration between Squares Seller and Cash App ecosystems; and expectations around the financial impact of the transaction on Squares financials.
The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties, and other factors described from
time to time in Squares filings with the SEC and Afterpays filings with the ASX, including Squares Annual Report on Form 10-K for the year ended December 31, 2020 and most recent
Quarterly Report on Form 10-Q and Afterpays Annual Report for the financial year ended June 30, 2020 (Appendix 4E), Half-Year Report for the half year ended December 31, 2020 (Appendix 4D), Q3
FY21 Business Update for the quarter ended March 31, 2021, and FY21 Trading Update for the financial year ended June 30, 2021, and future filings and reports by either Square or Afterpay.
In addition, other factors related to the pending transaction between Square and Afterpay that contribute to the uncertain nature of the forward-looking
statements include, but are not limited to: the expected timing to complete the pending transaction; filings and approvals relating to the pending transaction; the ability to complete the pending transaction considering the various closing
conditions; and the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the pending transaction. We cannot assure you that the results, events, and circumstances reflected in the
forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements. Investors are cautioned not to place undue reliance on these
statements.
All forward-looking statements are based on information and estimates available to Square or Afterpay at the time of this communication and
are not guarantees of future performance. Except as required by law, neither Square nor Afterpay assume any obligation to update any of the statements in this communication, and any statement in this communication is subject to change without
notice.
The distribution of this communication may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into
possession of this communication must inform himself or herself of and comply with any such restrictions.
Square Employee Q&A on Afterpay
With the exciting news about Afterpay, were sharing a deeper dive into questions you may have. Before
we get started, we want to remind you that weve announced signing the deal and in the coming months, well be working to close the deal. Well share news with the company when that happens, including more details on integration. For
now, lets get into questions we can answer at this time.
Quick Links
Policies for discussing the deal
About the deal
About Afterpay
Integration plans
Policies for discussing the deal
This is our
first time acquiring a public company at Square, a major milestone! Heres what you need to know about how to communicate. Thanks in advance for your cooperation!
What can I share about this deal between now and closing?
Details about this deal that are not currently on our website are confidential and not to be shared with anyone outside the company. In situations like
this one, there is extra sensitivity as we have not yet closed the deal. Additionally, because this transaction involves two public companies we have to abide by certain additional regulatory requirements, so youll notice legal disclaimers
attached to any internal communications we send related to this deal.
I know an employee at Afterpay, am I allowed to speak with them about this
business transaction?
No. You should not proactively engage with anyone at Afterpay at this stage, as many details of the deal are still being worked
through. If an Afterpay employee reaches out to you directly, you should notify Afterpay_corpdev@squareup.com.
I have been approached by an external
stakeholder (press/industry/govt body etc) about Afterpay joining our company, what should I say?
If your regular external stakeholders approach you
about this announcement, you can direct them to the publicly available information on our website. You should not share any internal employee communications about this announcement with your external stakeholders. If you are approached by any member
of the press, please direct them to our Comms team at press@squareup.com.
This is really exciting news! Can I post about the announcement on social
media?
Per our External Communications Policy, you are welcome to share public links to company news and announcements on social media. That being
said, if you are going to add additional commentary to the post, we ask that you use language that has already been approved and used in our public facing communications. As always, if you are unsure of whether or not something is appropriate to
share on social media, please run it by your lead and the Comms team at press@squareup.com.
About the deal
Whats the news at a high level?
We just signed a
deal to acquire Afterpay, a leader in the buy now pay later (BNPL) space. Signing refers to the mutual agreement between Square and Afterpay to move forward together with a transaction. At a time in the future, when all of
the legal and regulatory requirements have been met, the ownership transfer of the entities actually takes place, and we close the deal, making Afterpay an official part of the Square family! At that time, Afterpay team members will join
Square as part of our Cash App or Seller business units, with some joining our foundational teams as well. The exact structure has not yet been determined, and well be working with the Afterpay team to finalize.
Until then, Afterpay will remain and continue to operate as a separate, independent company and its business as usual for both Square and Afterpay.
Will this impact roles for Square employees?
Square
roles will remain as is. Of course, as we welcome Afterpay post-close, there will be opportunities for collaboration so we expect some roles may evolve and grow over time.
When do you expect to close? What are the milestones to close?
We expect to close the transaction in Q1 2022, which is subject to certain closing conditions, including Square and Afterpay shareholder approvals and
regulatory approvals. Closing timing will vary based on these factors so we cant predict an exact closing date at this time.
How will Afterpay
be integrated into Square? Will it be its own business unit?
Afterpay will not be its own business unit. Instead, Afterpay teams will be integrated
into the Seller and Cash App business units, with some roles joining our foundational teams. Afterpay is uniquely positioned to further the connecting points between our Seller and Cash App ecosystems. Find further details on general integration
plans after closing the deal in the Integration plans section.
How will Afterpay benefit TIDAL or TBD, and vice versa?
Our focus will be on first integrating Afterpay into our Seller and Cash App ecosystems.
What inspired us to enter the BNPL space?
We believe
there is a strong connection between BNPL and our purpose of economic empowerment. BNPL offers a flexible, transparent, and inclusive method of payment that gives control to individuals and sellers. Its a simple idea: enable a sellers
customers to pay for purchases later, interest free, without having to use traditional credit sources, while helping to drive more omnichannel sales for the seller. We want to make this a part of our combined ecosystem.
Additionally, weve seen strong demand for BNPL from both merchants and consumers, and theres a lot of growth opportunity within the space. Sellers
are even asking for a Buy Now Pay Later (BNPL) service, with many asking for Afterpay by name. We see potential to benefit our two largest business units, Seller and Cash App, and strengthen the connection between them.
Why Afterpay?
First, Afterpays culture and purpose align with ours. They are focused on providing further access to participate in the economy, helping consumers buy
responsibly, and fostering a culture of innovation. They are led by an entrepreneurial leadership team we believe in.
Second, Afterpay is a business that
has quickly scaled by flipping the traditional credit model on its head - driving significant value for both merchants and consumers since it was founded just 6 years ago. They have established themselves through high levels of consumer frequency
and engagement, strong brand affinity, international scale, and strong underwriting capabilities. For merchants, Afterpay has demonstrated an ability to drive strong retention, enable higher conversion and order size, attract new customer leads, and
increase repeat purchases. As of June 2021, they were serving more than 16 million consumers and 100K merchants globally. For merchants, they help uplift transaction size, improve conversion rates, and drive repeat purchases and meaningful
referral leads. For consumers, Afterpay provides access and flexibility while still allowing them to maintain financial wellness and control.
About
Afterpay
What products does Afterpay offer today?
The vast majority of revenue today comes from Afterpays core product Pay in 4, which enables customers to split payments in four for both
online and in-store purchases, completely free for those who pay on time. The Afterpay App/Shop Directory, an extension of the BNPL product, is a product marketplace for consumers to discover merchants to buy
from and use Afterpay.
There are a few other products today that are much more nascent:
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Afterpay Card: a contactless MasterCard in customers digital wallet that enables them to Pay in 4 at
merchants in-person
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Afterpay Pulse: a loyalty program that rewards customers who use Afterpay in a responsible way through benefits -
a collection of requested features and exclusive perks
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Afterpay Money (planned launch for October 2021): a tool to help customers manage their payments and savings with
budgeting insights and goal setting tools (only in Australia)
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Tell us about Afterpays people their customer base and
their employees.
As of June 30, Afterpay serves more than 16 million consumers and 100,000 merchants globally. The team is currently made up
of ~1,300 people and based primarily in Australia and the U.S., with team members in Spain, UK, China, Canada, New Zealand, Italy, France, and Singapore.
Integration plans
What leadership is coming
over from Afterpay? Will they have management roles at Square following the close of the transaction?
Upon close, Anthony Eisen and Nick Molnar (Afterpay co-founders/co-CEOs) will join Square and help lead Afterpays respective merchant and consumer effort. They are excited to work with our leadership team on how we integrate.
Are we going to change the branding of Afterpay?
We
believe Afterpay has a strong brand that resonates with its merchants and the consumers who use it. In the short term, nothing will change.
Will there
be opportunities for internal mobility between Afterpay and Square?
Yes! Upon closing the deal, you may apply to open roles internally once
youve been at Square for 9 months as long as you are in good standing. Please note that, depending on the role and location, there may be mobility or immigration implications.
Given that Afterpay employees work from New Zealand, Italy, France, and Singapore (in addition to the US and AU), will Square unlock new global mobility
locations upon closing the deal?
Were working through these details and should our mobility locations change, we will update the list at
go/mobility. Similar to previous deals, these locations may be business specific.
Do we plan to change their product?
For now, there is no planned change to customers or merchants current experience with Afterpay. Well provide further updates as we begin work
on the integration post-closing.
What will office planning look like post-close?
Afterpay and Squares real estate teams are in close contact, and we have no immediate plans to change Afterpays current office footprint. The teams
will continue to discuss opportunities for expansion and well keep you posted on any new details here if they arise.
How will this transaction
impact customer / merchant relationships with Afterpay?
Afterpays customers and merchants are key stakeholders in this transaction. We believe
they will benefit from a larger, improved, and more integrated offering. We expect Afterpay operations to continue seamlessly and for the products and integration with Square to be announced in due course post-close.
Where can I go if I have more questions?
As we mentioned
above, signing is an exciting milestone and theres lots to figure out before close. We will share updates upon close of the deal!
As required by law, please see this important legal notice below.
Additional Information and Where to Find It
In
connection with the proposed transaction, Square, Inc. (Square) intends to file with the Securities and Exchange Commission (SEC) a registration statement on Form S-4 to register the
shares of Square Class A common stock to be issued in connection with the transaction (including a prospectus therefor),
which will include a proxy statement that will be sent to the shareholders of Square seeking their approval of such issuance. Square may also file other relevant documents with the SEC regarding
the proposed transaction. Related information will also be included in the scheme booklet that Afterpay Limited (Afterpay) will prepare and, following approval from the Australian court, dispatch to its shareholders in connection with
the scheme meeting at which Afterpay shareholders will consider whether or not to approve the transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY
STATEMENT, THE PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC OR OTHERWISE BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT SQUARE, AFTERPAY, AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain (if and when available) free copies of the registration statement on Form S-4, the proxy statement, the prospectus, the scheme booklet, and other documents containing important information about Square and the proposed transaction, once such documents are filed with the SEC through the
website maintained by the SEC at http://www.sec.gov. Investors and security holders will be able to obtain those documents released by Afterpay to the Australian Securities Exchange (ASX) announcements platform free of charge at
ASXs website, www.asx.com.au. Copies of the documents filed with the SEC by Square will be available free of charge on Squares Investor Relations website at https://investors.squareup.com.
Participants in the Solicitation
Square, Afterpay, their
respective directors and certain of their executive officers and other employees may be deemed to be participants in the solicitation of proxies from Squares security holders in connection with the proposed transaction. Information about
Squares directors and executive officers is set forth in Squares proxy statement on Schedule 14A for its 2021 Annual Meeting of Stockholders, which was filed with the SEC on April 29, 2021, and its Current Report on Form 8-K filed with the SEC on May 7, 2021 and subsequent statements of beneficial ownership on file with the SEC. Information about Afterpays directors and executive officers is set forth in Afterpays
latest annual report dated August 27, 2020, as updated from time to time via announcements made by Afterpay on the Australian Securities Exchange. Additional information regarding the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of Square security holders in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement when
it is filed with the SEC.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a
solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws
of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended (Securities Act), or pursuant to an exemption from, or in a transaction not subject
to, such registration requirements.
Forward Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements
can be identified by terms such as may, will, appears, should, expects, plans, anticipates, could, intends, target,
projects, contemplates, believes, estimates, predicts, potential, or continue, or the negative of these words or other similar terms or expressions that concern our
expectations, strategy, plans, or intentions. Examples of forward-looking statements in this communication include, among others, statements regarding the future performance of Square and Afterpay, the perceived synergies and other benefits of the
pending transaction between Square and Afterpay; the ability of the transaction to accelerate growth and to strengthen the integration between Squares Seller and Cash App ecosystems; and expectations around the financial impact of the
transaction on Squares financials.
The outcome of the events described in these forward-looking statements is subject to known and unknown risks,
uncertainties, and other factors described from time to time in Squares filings with the SEC and Afterpays filings with the ASX, including Squares Annual Report on Form 10-K for the year
ended December 31, 2020 and most recent Quarterly Report on Form 10-Q and Afterpays Annual Report for the financial year ended June 30, 2020 (Appendix 4E), Half-Year Report for the half year
ended December 31, 2020 (Appendix 4D), Q3 FY21 Business Update for the quarter ended March 31, 2021, and FY21 Trading Update for the financial year ended June 30, 2021, and future filings and reports by either Square or Afterpay.
In addition, other factors related to the pending transaction between Square and Afterpay that contribute to the uncertain nature of the forward-looking
statements include, but are not limited to: the expected timing to complete the pending transaction; filings and approvals relating to the pending transaction; the ability to complete the pending transaction considering the various closing
conditions; and the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the pending transaction. We cannot assure you that the results, events, and circumstances reflected in the
forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements. Investors are cautioned not to place undue reliance on these
statements.
All forward-looking statements are based on information and estimates available to Square or Afterpay at the time of this communication and
are not guarantees of future performance. Except as required by law, neither Square nor Afterpay assume any obligation to update any of the statements in this communication, and any statement in this communication is subject to change without
notice.
The distribution of this communication may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into
possession of this communication must inform himself or herself of and comply with any such restrictions.
Exhibit 99.5
Square, Inc. Social Media Posts
The following social media posts by social media accounts of Square, Inc. were made available in connection with the transaction on August 1, 2021.
Additional Information and Where to Find It
In connection with the proposed transaction (the Transaction) between Square and Afterpay Limited (Afterpay), Square intends to file
with the Securities and Exchange Commission (SEC) a registration statement on Form S-4 to register the shares of Square Class A common stock to be issued in connection with the transaction
(including a prospectus therefor), which will include a proxy statement that will be sent to the shareholders of Square seeking their approval of such issuance. Square may also file other relevant documents with the SEC regarding the proposed
transaction. Related information will also be included in the scheme booklet that Afterpay will prepare and, following approval from the Australian court, dispatch to its shareholders in connection with the scheme meeting at which Afterpay
shareholders will consider whether or not to approve the Transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY STATEMENT, THE PROSPECTUS AND ANY OTHER
RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC OR OTHERWISE BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT SQUARE, AFTERPAY, AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain (if and when available) free copies of the registration statement on Form S-4,
the proxy statement, the prospectus, the scheme booklet, and other documents containing important information about Square and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at
http://www.sec.gov. Investors and security holders will be able to obtain those documents released by Afterpay to the Australian Securities Exchange (ASX) announcements platform free of charge at ASXs website, www.asx.com.au.
Copies of the documents filed with the SEC by Square will be available free of charge on Squares Investor Relations website at https://investors.squareup.com.
Participants in the Solicitation
Square, Afterpay, their
respective directors and certain of their executive officers and other employees may be deemed to be participants in the solicitation of proxies from Squares security holders in connection with the proposed transaction. Information about
Squares directors and executive officers is set forth in Squares proxy statement on Schedule 14A for its 2021 Annual Meeting of Stockholders, which was filed with the SEC on April 29, 2021, and its Current Report on Form 8-K filed with the SEC on May 7, 2021 and subsequent statements of beneficial ownership on file with the SEC. Information about Afterpays directors and executive officers is set forth in Afterpays
latest annual report dated August 27, 2020, as updated from time to time via announcements made by Afterpay on the ASX. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation
of Square security holders in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement when it is filed with the SEC.
-2-
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a
solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws
of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration
requirements.
Forward Looking Statements
This
communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by terms such as may, will, appears,
should, expects, plans, anticipates, could, intends, target, projects, contemplates, believes, estimates,
predicts, potential, or continue, or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Examples of forward-looking statements in this
communication include, among others, statements regarding the future performance of Square and Afterpay, the perceived synergies and other benefits of the pending transaction between Square and Afterpay; the ability of the transaction to accelerate
growth and to strengthen the integration between Squares Seller and Cash App ecosystems; expectations around the financial impact of the transaction on Squares financials; and statements regarding the expected timing for the closing of
the pending transaction.
The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties,
and other factors described from time to time in Squares filings with the SEC and Afterpays filings with the ASX, including Squares Annual Report on Form 10-K for the year ended
December 31, 2020 and most recent Quarterly Report on Form 10-Q and Afterpays Annual Report for the financial year ended June 30, 2020 (Appendix 4E), Half-Year Report for the half year ended
December 31, 2020 (Appendix 4D), Q3 FY21 Business Update for the quarter ended March 31, 2021, and FY21 Trading Update for the financial year ended June 30, 2021, and future filings and reports by either Square or Afterpay.
In addition, other factors related to the pending transaction between Square and Afterpay that contribute to the uncertain nature of the forward-looking
statements include, but are not limited to: the expected timing to complete the pending transaction; filings and approvals relating to the pending transaction; the ability to complete the pending transaction considering the various closing
conditions, including shareholder approvals; and the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the pending transaction. We cannot assure you that the results, events, and
circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements. Investors are cautioned not to place
undue reliance on these statements.
-3-
All forward-looking statements are based on information and estimates available to Square or Afterpay at the
time of this communication and are not guarantees of future performance. Except as required by law, neither Square nor Afterpay assume any obligation to update any of the statements in this communication, and any statement in this communication is
subject to change without notice.
The distribution of this communication may be subject to legal or regulatory restrictions in certain jurisdictions. Any
person who comes into possession of this communication must inform himself or herself of and comply with any such restrictions.
-4-
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