Afterpay Holdings Limited, in the matter of Afterpay Holdings Limited [2017] FCA 570

FEDERAL COURT OF AUSTRALIA

Afterpay Holdings Limited, in the matter of Afterpay Holdings Limited [2017] FCA 570 File number: NSD 614 of 2017

Judge: YATES J

Date of judgment: 12 May 2017

Catchwords: CORPORATIONS – scheme of arrangement – application for order for meeting of members

Legislation: Corporations Act 2001 (Cth) ss 411(1), 411(2)(a) 411(2)(b), 412(1)(a), Pt 5.1 Australian Securities & Investments Commission, Regulatory Guide 111: Content of expert reports, 30 March 2011 Companies Act 1981 (Bermuda) Securities Act of 1933 (US) s 3(a)(10)

Date of hearing: 12 May 2017

Division: General Division

National Practice Area: Commercial and Corporations

Sub-area: Corporations and Corporate Insolvency

Category: Catchwords

Number of paragraphs: 30

Counsel for the Plaintiff: Mr I Jackman SC with Ms T Wong

Solicitor for the Plaintiff: Baker McKenzie

ORDERS NSD 614 of 2017 IN THE MATTER OF AFTERPAY HOLDINGS LIMITED ACN 606 589 520 AFTERPAY HOLDINGS LIMITED ACN 606 589 520 Plaintiff

JUDGE: YATES J DATE OF ORDER: 12 MAY 2017

THE COURT ORDERS THAT:

1. Pursuant to section 411(1) and section 1319 of the Corporations Act 2001 (Cth) (the Act): (a) the plaintiff convene a meeting (Scheme Meeting) of the holders of ordinary shares in the plaintiff other than Touchcorp Limited (ARBN 603 731 184) and its subsidiaries (Scheme Shareholders), for the purpose of considering and if thought fit, agreeing (with or without modification) to the proposed scheme of arrangement (Scheme) between the plaintiff and the Scheme Shareholders, the terms of which scheme of arrangement are set out in Annexure C of the document which has been tendered and marked Exhibit 1 (Scheme Booklet); (b) the Scheme Meeting be held on 19 June 2017 at the offices of Baker McKenzie, Level 19, CBW, 181 William Street, Melbourne in the State of Victoria commencing at 10:00 am; (c) the chairperson of the Scheme Meeting be Anthony Eisen, or failing him, David Hancock; (d) the chairperson appointed to the Scheme Meeting have the power to adjourn or postpone the Scheme Meeting in his absolute discretion for such time and to such date as he considers appropriate; (e) at the Scheme Meeting, the resolution to approve the Scheme be decided by way of a poll; (f) the explanatory statement substantially in the form of the Scheme Booklet be approved for distribution to Scheme Shareholders. 2. Pursuant to section 1319 of the Act, there be despatched to: (a) each Scheme Shareholder who has nominated an electronic address for the purpose of receiving notices of meeting and proxy forms from Afterpay, at such address: (i) an email substantially in the form of the document which is Annexure "PF-2" to the Finlay Affidavit including links to the Scheme Booklet and an online portal to lodge a proxy; and (ii) if requested in writing by the Scheme Shareholder: (A) by hand at, or by ordinary pre-paid post or courier to the address of that Scheme Shareholder set out in the register of members of Afterpay; or (B) in the case of a Scheme Shareholder whose registered address is outside Australia, by airmail or facsimile to the address of that Scheme Shareholder as set out in the register of members of Afterpay, a copy of the Scheme Booklet, a proxy form and a reply envelope addressed to Afterpay c/- Computershare Investor Services Pty Ltd, GPO Box 242, Melbourne, VIC, 3001, Australia; and (b) each other Scheme Shareholder: (i) by hand at, or by ordinary pre-paid post or courier to the address of that Scheme Shareholder set out in the register of members of Afterpay; or (ii) in the case of a Scheme Shareholder whose registered address is outside Australia, by airmail or facsimile to the address of that Scheme Shareholder as set out in the register of members of Afterpay, a copy of the Scheme Booklet, a proxy form and a reply envelope addressed to Afterpay c/- Computershare Investor Services Pty Ltd, GPO Box 242, Melbourne, VIC, 3001, Australia. 3. If an email notification of a failure to deliver an email to a Scheme Shareholder's nominated electronic address pursuant to Order 2(a) above of these orders is received, there be dispatched by hand at, or by ordinary pre-paid post or courier to, the address of each such Scheme Shareholder as set out in the register of members of Afterpay, a copy of the Scheme Booklet, a proxy form and a reply envelope addressed to Afterpay c/- Computershare Investor Services Pty Ltd, GPO Box 242, Melbourne, VIC, 3001, Australia. 4. Pursuant to rule 2.15 of the Federal Court (Corporations) Rules 2000 (Cth), with the exception of regulation 5.6.13 of the Corporation Regulations 2001 (Cth) (the Regulations), regulations 5.6.11 to 5.6.36A of the Regulations shall not apply to the Scheme Meeting. 5. Notice of the hearing of the application for orders approving the proposed Scheme be published once in The Australian newspaper, by advertisement substantially in the form of Annexure "A" to these Orders, such advertisement to be published on or before 21 June 2017. 6. The proceeding be stood over to 28 June 2017 at 10:15am before Justice Yates for the hearing of any application to approve the Scheme. 7. There be liberty to apply. 8. These orders be entered forthwith. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.