General Announcement::Court approves Scheme of Arrangement

Afterpay Limited ASX: APT

ASX Announcement

17 December 2021

Supreme Court of NSW approves Scheme of Arrangement

Afterpay Limited (Afterpay) is pleased to announce that the Supreme Court of New South Wales (Court) has today made orders approving the proposed acquisition by Lanai (AU) 2 Pty Ltd, a wholly owned indirect subsidiary of Block, Inc. (NYSE: SQ) (Block) (formerly known as Square, Inc.), of Afterpay by way of scheme of arrangement (Scheme), subject to the satisfaction of a condition subsequent.

It is expected that an office copy of the Court orders will be lodged with the Australian Securities and Investments Commission today, at which time the Scheme will become legally effective.

Unless otherwise indicated capitalised terms used in this announcement have the meaning given to them in the scheme booklet dated 5 November 2021 (Scheme Booklet) and the Additional Document dispatched to Afterpay shareholders on 7 December 2021.

Afterpay notes that:

• the Scheme will remain subject to the Bank of Spain condition being satisfied by 14 April 2022;
• if the Bank of Spain condition is satisfied by 14 April 2022, the Scheme will take effect without the need for further shareholder or Court approval; and
• if the Bank of Spain condition is not satisfied by 14 April 2022 the Scheme will not proceed.

Afterpay and Block are confident that the Bank of Spain condition will ultimately be satisfied.

Revised timetable

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

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

Milestone	Timing
Second Court Date to approve the Scheme	17 December 2021
Effective Date - this is the date on which the	17 December 2021
Scheme comes into effect and is binding on
Afterpay Shareholders, subject only to the
Condition Subsequent. Court order lodged with
ASIC and announced on ASX.
Investors should be aware that Afterpay Shares
will continue to trade on ASX after the Effective
Date but the Scheme will remain subject to the
Condition Subsequent being satisfied. Only
Afterpay Shareholders who hold Afterpay
Shares on the Record Date (other than Ineligible
Foreign Shareholders) will be provided with the
Scheme Consideration in exchange for their
Afterpay Shares. A Record Date will not be set
unless and until the Condition Subsequent has
been satisfied.
Announcement of receipt of Bank of Spain	On receipt of Bank of Spain approval and
approval, Condition Subsequent is satisfied,	satisfaction of the Condition Subsequent
implementation dates announced on ASX and
published on Afterpay website (Bank of Spain
Announcement)
If the Condition Subsequent is satisfied,
Afterpay Shareholders who sell their Afterpay
Shares after the Bank of Spain Announcement
date and prior to the Record Date should be
aware that they will not receive the Scheme
Consideration on the Implementation Date.
Investors who acquire Afterpay Shares after the
Bank of Spain Announcement date should be
aware that all Afterpay Shareholders who hold
Afterpay Shares on the Record Date (other than
Ineligible Foreign Shareholders) will be provided
with the Scheme Consideration in exchange for
their Afterpay Shares. The exchange ratio is
fixed and holders of Afterpay Shares on the
Record Date (other than Ineligible Foreign
Shareholders) will receive 0.375 New Square
Shares or 0.375 New Square CDIs. Square Class A
Shares will continue to trade on NYSE between
the Bank of Spain Announcement date and the
Record Date.
Afterpay Limited | ACN 618 280 649 | ASX:APT
Level 8, 376-390 Collins Street, Melbourne, Vic 3000	2

Milestone	Timing
Election Date - the latest time and date by which	5.00pm (AEDT) on the date that is two trading
CDI Election Forms and Share Election Forms	days after the Bank of Spain Announcement
must be received by the Afterpay Share Registry,	(but in any event no earlier than 17 January 2022)
only if holders wish to make a Share Election or a
CDI Election rather than receive their default
Scheme Consideration.
Shareholders wishing to make an election away
from the default Scheme Consideration should
ensure their CDI Election Forms and Share
Election Forms are submitted as soon as
possible. Such forms must be returned by the
Election Date, which will be 5:00pm (AEDT) two
trading days after the Bank of Spain
Announcement, but not before 17 January 2022.
Afterpay Shares suspended from trading. If the	Two trading days after Election Date
Scheme proceeds, this will be the last day that
Afterpay Shares will trade on ASX.
Commencement of trading of New Square CDIs	The trading day after Afterpay Shares are
on ASX under a symbol to be advised before	suspended from trading
implementation of the Scheme (deferred
settlement basis).1
Record Date - determination of entitlement of	5:00pm two trading days after Afterpay Shares
Scheme Shareholders to receive the Scheme	are suspended from trading (but in any event,
Consideration.	not before 21 January 2022) or any other day as
	agreed by Afterpay and Block
Implementation Date - all Scheme Shareholders2	Five business days after the Record Date3 or any
will be provided with the Scheme Consideration to	other day as agreed by Afterpay and Block
which they are entitled on this date.
Holding statements or confirmation advice for	The trading day after the Implementation Date
New Square CDIs will be dispatched
Commencement of trading of New Square CDIs	The trading day after the Implementation Date
on ASX under a symbol to be advised before
implementation of the Scheme (normal
settlement basis).

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

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

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

Afterpay Limited | ACN 618 280 649 | ASX:APT
Level 8, 376-390 Collins Street, Melbourne, Vic 3000	3

	Milestone		Timing
	Commencement of cross-border conversions of	The trading day after the Implementation Date
	New Square Shares and New Square CDIs
	between Australia and the US.
	Commencement of trading of New Square Shares	The trading day after the Implementation Date
	(including Square Class A Shares underlying any
	New Square CDIs) on NYSE.
	DRS statements for New Square Shares will be	Two trading days after the Implementation Date
	dispatched.

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

Further Information

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

Authorised by

Anthony Eisen

Co-CEO & Managing Director

Ends

For further information please contact

	Investors			Media			Company
	Investors			ANZ			Amanda Street
	Rhianna Fursdon			Amanda Shannahan Moore			Company Secretary
	Senior Director Investor Relations			Global Director, Comms & PR			[e-mail]
	[e-mail]			amanda.shannahan@afterpay.
			com
	[phone]
			[phone]
				North America
				Amanda Pires
				VP, Communications
				[e-mail]
				[phone]
	Afterpay Limited | ACN 618 280 649 | ASX:APT
	Level 8, 376-390 Collins Street, Melbourne, Vic 3000	4