General Announcement::Scheme of Arrangement legally effective

Afterpay Limited ASX: APT

ASX Announcement

17 December 2021

Scheme of Arrangement legally effective

Further to the announcement earlier today, Afterpay Limited (Afterpay) announces that it has lodged with the Australian Securities and Investments Commission (ASIC) the orders made by the Supreme Court of New South Wales (Court) approving the 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).

As a result, the Scheme is now legally effective. An office copy of the Court orders is attached to this announcement.

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.

IMPORTANT NOTE TO AFTERPAY SHAREHOLDERS AND PROSPECTIVE AFTERPAY SHAREHOLDERS: If the Bank of Spain condition (Condition Subsequent) is satisfied, Afterpay Shareholders who sell their Afterpay Shares after the date of announcement of receipt of Bank of Spain approval and satisfaction of the Condition Subsequent(Bank of Spain Announcement) 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 still anticipates that implementation will occur in Q1 CY22.

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).

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

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.
	[phone]			com
				[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	2

Annexure A - Orders of Supreme Court of New South Wales

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

Form 43

UCPR 36.11

D0001IAY7B

Issued: 17 December 2021 12:30 PM

	JUDGMENT/ORDER
COURT DETAILS
Court	Supreme Court of NSW
Division	Equity
List	Corporations List
Registry	Supreme Court Sydney
Case number	2021/00263585
TITLE OF PROCEEDINGS
First Plaintiff	AFTERPAY LIMITED
	ACN 618280649
First
DATE OF JUDGMENT/ORDER
Date made or given	17 December 2021
Date entered	17 December 2021

TERMS OF JUDGMENT/ORDER

VERDICT, ORDER OR DIRECTION:

Hearing of Originating Process filed 15 September 2021. Second Court hearing.

• Black J grants leave to Block Inc and LANAI (AU) 2 Pty Ltd to appear under r 2.13 of the Supreme Court (Corporations) Rules.

Black J makes orders in accordance with the Short Minutes of Order

THE COURT ORDERS THAT:

1 Pursuant to sections 411(4)(b) and 411(6) of the Corporations Act 2001 (Cth) (the Act), the scheme of arrangement between Afterpay Limited ACN 618 280 649 (Afterpay) and holders of fully paid ordinary shares in Afterpay who are Scheme Shareholders (as defined in the Scheme Booklet (a copy of which is Exhibit 1 in the proceeding)), the terms of which are contained in the document at Tab 6 of Exhibit RLB-2 to the affidavit of Rachael Lindy Bassil affirmed 7 December 2021, be approved.

2 Pursuant to section 411(12) of the Act, Afterpay be exempted from compliance with section 411(11) of the Act.

3 These orders be entered forthwith.

THE COURT NOTES:

4 Block, Inc. (formerly Square, Inc.) will rely on the Court's approval of the Scheme for the purposes of qualifying for an exemption from the registration requirements of the U.S. Securities Act of 1933, provided for by section 3(a)(10) of that Act, in connection with the implementation of, and the provision of consideration under, the Scheme.

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SEAL AND SIGNATURE

Signature	Chris D'Aeth
Capacity	Principal Registrar
Date	17 December 2021

If this document was issued by means of the Electronic Case Management System (ECM), pursuant to Part 3 of the Uniform Civil Procedure Rules (UCPR), this document is taken to have been signed if the person's name is printed where his or her signature would otherwise appear.

FURTHER DETAILS ABOUT Plaintiff(s)

First Plaintiff
Name	AFTERPAY LIMITED
	ACN 618280649
Address	Level 5
	406 Collins Street
Telephone	MELBOURNE VIC 3000
Fax
E-mail
Client reference
Legal representative
Name	Colleen Anne Platford
Practicing certificate number	10936
Address	Tower Two International Towers Sydney Level 35
	200 Barangaroo Avenue
DX address	BARANGAROO NSW 2000
Telephone	02 9263 4372
Fax	61 2 9263 4111
Email	[e-mail]
Electronic service address	[e-mail]
FURTHER DETAILS ABOUT (s)

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