Greencross Limited
Scheme of Arrangement

Greencross Shareholders are being asked to consider and vote on a proposal to transfer all of their Greencross Shares to TPG BidCo, in exchange for TPG BidCo paying Cash Consideration of $5.55 for each Greencross Share they hold on the Scheme Record Date, less the amount of any Special Dividend that may be declared and paid by Greencross.

There are also Mixed Consideration Options as an alternative to the Cash Consideration under the Scheme, which provide Greencross Shareholders an opportunity to acquire a continuing indirect minority interest in the Greencross business in addition to any Special Dividend that may be declared and paid by Greencross before the Scheme is implemented.

The proposal is structured as a scheme of arrangement between Greencross and all persons who hold Greencross Shares as at the Scheme Record Date (currently expected to be 7.00pm on Friday, 22 February 2019).

If the Scheme becomes Effective, Greencross will become a wholly owned subsidiary of TPG BidCo and delisted from ASX.

Section 7 of the Scheme Booklet contains an overview of the Scheme and a copy of the Scheme is contained in Annexure A to the Scheme Implementation Agreement, a copy of which is attached as Appendix C.

A scheme of arrangement is a way of implementing an acquisition of shares under the Corporations Act. It requires a vote in favour of the Scheme by the requisite majorities of Greencross Shareholders as well as approval of the Court.

For more information go to Section 7 of the Scheme Booklet.

The Greencross Directors unanimously recommend that you vote in favour of the Scheme in the absence of a Superior Proposal, subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Greencross Shareholders.

Each Greencross Director intends to vote the Greencross Shares they hold or control in favour of the Scheme in the absence of a Superior Proposal, subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Greencross Shareholders. As at the date of the Scheme Booklet, Greencross Directors hold or control in aggregate approximately 6.8%¹ of all Greencross Shares currently on issue.

The reasons for the Greencross Directors’ unanimous recommendation and other matters that you may wish to consider are outlined in Section 3 of the Scheme Booklet.

Section 3 of the Scheme Booklet provides a summary of some of the reasons why Greencross Shareholders might vote for and against the Scheme, as well as some additional considerations that may be relevant to Greencross Shareholders' vote in respect of the Scheme.

The Independent Expert has concluded that the Scheme is fair and reasonable and hence in the best interests of Greencross Shareholders in the absence of a Superior Proposal.

The Independent Expert has assessed the full underlying value of Greencross at between $5.05 and $5.67 per Greencross Share. The Cash Payments are within this range.

Greencross Shareholders should note that the Independent Expert has assessed the current value of the total payments under the Scrip Consideration to be either:

• between $4.42 and $4.76 for Mixed Consideration Option 1 (inclusive of a Special Dividend of up to $0.21 per Greencross Share); or
• between $3.85 and $4.36 for Mixed Consideration Option 2 (inclusive of a Special Dividend of up to $0.21 per Greencross Share).

In both scenarios, the Independent Expert’s valuation of the Scrip Consideration is lower than the Independent Expert’s valuation range of $5.05 to $5.67 for each Greencross Share. It is also lower than the Cash Payments.

A complete copy of the Independent Expert’s Report is included in Appendix B of the Scheme Booklet

A copy of the Independent Expert’s Report is contained in Appendix B.

You may:

• vote for or against of the Scheme Resolution to approve the Scheme (in person or by proxy, corporate representative or attorney);
• sell your Greencross Shares on-market before the Effective Date or off-market before the Scheme Record Date; or
• do nothing, in which case:
  • if the Scheme becomes Effective, your Greencross Shares will be transferred to TPG BidCo and you will receive the Cash Consideration as well as any Special Dividend that may be declared and paid by Greencross for all of your Greencross Shares held on both the Special Dividend Record Date and the Scheme Record Date; and
  • if the Scheme does not become Effective, you will continue to hold your Greencross Shares.

If you are an Eligible Greencross Shareholder and you wish to receive either of the Mixed Consideration Options instead of the Cash Consideration, you will need to complete and return a valid Election Form in accordance with the instructions on that Election Form by no later than the Election Date (currently expected to be Monday, 28 January 2019). You do not need to complete an Election Form if you wish to receive the Cash Consideration.

Yes. You can sell your Greencross Shares on market at any time before the close of trading on ASX on the Effective Date (currently expected to be Monday, 11 February 2019) at the then prevailing market price (which may vary from the Cash Payments). You will not be able to sell your Greencross Shares on market after the Effective Date, as this will be the last day of trading in Greencross Shares on ASX before trading in Greencross Shares on ASX is suspended.

You may however seek to sell your Greencross Shares off-market after the Effective Date but before the Scheme Record Date (currently proposed to be 7.00pm on Friday, 22 February 2019).

If you sell your Greencross Shares before the Scheme Record Date, you:

• may receive the proceeds from the sale of your Greencross Shares sooner than you would receive payment under the Scheme (noting that your sale proceeds may vary from the Scheme Consideration);
• may incur brokerage costs if you sell your Greencross Shares on market;
• will not be able to participate in the Scheme or a Superior Proposal, if one emerges after the date on which you sell your Greencross Shares; and
• may not be eligible to receive the Special Dividend (if it is declared), noting that the Special Dividend Record Date is currently expected to be Wednesday, 13 February 2019.

The Scheme Resolution is a resolution to approve the Scheme. It will be voted on at the Scheme Meeting and is set out in the Notice of Scheme Meeting (Appendix A).

The Notice of Scheme Meeting contained in Appendix A of the Scheme Booklet sets out further details on the Scheme Meeting.

The Scheme needs to be approved by the requisite majorities of Greencross Shareholders at the Scheme Meeting, which is:

• at least 75% of the total number of votes cast on the Scheme Resolution (in person or by proxy, corporate representative or attorney); and
• a majority in number (more than 50%) of Greencross Shareholders present and voting (in person or by proxy, corporate representative or attorney).

The Court has the discretion to waive the second of these two requirements if it considers it appropriate to do so.

If the Scheme is not approved by the requisite majorities of Greencross Shareholders and approved by the Court, the Scheme will not proceed.

For more information go to Section 6.2 of the Scheme Booklet.

Each Greencross Shareholder who is registered on the Greencross Share Register as at 7:00pm on the Meeting Record Date (currently expected to be Monday, 4 February 2019), is entitled to vote at the Scheme Meeting.

The Notice of Scheme Meeting contained in Appendix A of the Scheme Booklet sets out further details on your entitlement to vote at the Scheme Meeting.

You can vote:

• in person, by personally attending the Scheme Meeting, or by appointing a proxy, attorney or corporate representative to attend the Scheme Meeting and vote on your behalf; or
• by proxy, by completing and returning the Proxy Form accompanying the Scheme Booklet or lodging your proxy online.

Section 6.5 and the Notice of Scheme Meeting contained in Appendix A of the Scheme Booklet set out further details on how to vote at the Scheme Meeting.

No. Voting is not compulsory. However, Greencross Directors believe that the Scheme is important for all Greencross Shareholders and the Greencross Directors unanimously recommend that you vote in favour of the Scheme in the absence of a Superior Proposal, subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Greencross Shareholders.

The reasons for the Greencross Directors’ unanimous recommendation and other matters that you may wish to consider are outlined in Section 3 of the Scheme Booklet.

Section 3.2 sets out some of reasons why the Greencross Directors consider that you should vote in favour of the Scheme in the absence of a Superior Proposal, subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Greencross Shareholders.

For more information go to Section 3.2 of the Scheme Booklet.

Section 3.3 sets out some of the reasons which may lead you to consider voting against the Scheme.

For more information go to Section 3.3 of the Scheme Booklet.

The Scheme Meeting is currently expected to be held at 10:00am on Wednesday, 6 February 2019 at Northside Conference Centre, Cnr Oxley St & Pole Ln, Crows Nest, New South Wales.

Section 6.1 and the Notice of Scheme Meeting contained in Appendix A of the Scheme Booklet set out further details on the Scheme Meeting.

The result of the Scheme Meeting will be available shortly after the conclusion of the Scheme Meeting and will be announced to ASX as soon as practicable.

Even if the Scheme Resolution is passed by the Scheme Meeting, the Scheme is subject to approval of the Court.

For more information go to Section 6 of the Scheme Booklet.

If the Scheme becomes Effective and you are a Greencross Shareholder as at the Scheme Record Date, your Greencross Shares will be transferred pursuant to the Scheme and you will be entitled to receive the Scheme Consideration for your Greencross Shares. This is even if you did not vote, or voted against the Scheme.

If the Scheme is not approved by Greencross Shareholders and the Court and does not become Effective, you will remain a Greencross Shareholder.

For more information go to Section 3.4 of the Scheme Booklet.

For further information, you can call the Greencross Shareholder Information Line on 1800 260 668 (within Australia) or +61 1800 260 668 (outside Australia) or by going to Section 9.9 of the Scheme Booklet.

The Scheme Consideration refers to:

• Cash Consideration;
• Mixed Consideration Option 1; or
• Mixed Consideration Option 2,

subject to the terms of the Scheme and the Election made by each Greencross Shareholder.

For more information go to Section 4 of the Scheme Booklet.

If the Scheme becomes Effective, Greencross Shareholders (other than those who make a valid Election to receive either of the Mixed Consideration Options) will receive Cash Consideration of $5.55 for each Greencross Share held as at the Scheme Record Date, less the amount of any Special Dividend that may be declared paid by Greencross.

A Greencross Shareholder who receives the Cash Consideration will also receive any Special Dividend that may be declared and paid by Greencross in respect of each Greencross Share held by that Greencross Shareholder as at the Special Dividend Record Date.

For more information go to Section 4.2 of the Scheme Booklet.

As an alternative to the Cash Consideration, Eligible Greencross Shareholders can make an Election to receive one of the Mixed Consideration Options. Under the Mixed Consideration Options, Eligible Greencross Shareholders can make an Election to receive either:

• Mixed Consideration Option 1: Cash Consideration in respect of 50% of their Greencross Shares held on the Scheme Record Date, plus Scrip Consideration in respect of the remaining 50% of their Greencross Shares held on the Scheme Record Date, subject to the qualifications below; or
• Mixed Consideration Option 2: Cash Consideration in exchange for 25% of their Greencross Shares held on the Scheme Record Date, plus Scrip Consideration in respect of the remaining 75% of their Greencross Shares held on the Scheme Record Date, subject to the qualifications below.

In each of Mixed Consideration Option 1 and Mixed Consideration Option 2, the Scrip Consideration will be such number of HoldCo Shares as is equivalent to $5.55 minus the amount of any Special Dividend that may be declared and paid per Scheme Share held on the Scheme Record Date subject to the Minimum Scrip Threshold, the Maximum Scrip Threshold and the operation of a pro rata Scaleback Mechanism if the Maximum Scrip Threshold is exceeded. Each HoldCo Share issued as Scrip Consideration will be a Class B Share in the capital of HoldCo and issued at a notional issue price of $1.00 per HoldCo Share.

If a Special Dividend is declared and paid, a Greencross Shareholder who elects to receive either of the Mixed Consideration Options will also receive any Special Dividend that may be declared and paid by Greencross in respect of each Greencross Share held by that Greencross Shareholder on the Special Dividend Record Date.

For more information go to Section 4.3 of the Scheme Booklet.

The Mixed Consideration Options will only be available to Scheme Shareholders if the Minimum Scrip Threshold is satisfied. That is, if Elections received under the Scheme would result in Greencross Shareholders holding, in aggregate, at least 1.5% of the total issued capital of HoldCo as at the Implementation Date.

If the Minimum Scrip Threshold is not satisfied, all Scheme Shareholders, including those who have made valid Elections, will receive the Cash Consideration in respect of their Scheme Shares.

For more information go to Sections 4.3.b.1 and 7.3c) of the Scheme Booklet.

The Mixed Consideration Options are also subject to a pro rata Scaleback Mechanism if the Maximum Scrip Threshold is met. That is, if Elections received under the Scheme would result in Greencross Shareholders holding, in aggregate, greater than 15% of the total issued capital of HoldCo as at the Implementation Date.

If the Maximum Scrip Threshold is met, then the pro rata Scaleback Mechanism will apply to ensure that the total number of Class B Shares issued under the Scheme does not exceed 15% of the total shares on issue in HoldCo.

For more information go to Sections 4.3.b.2 and 4.3.b.3 of the Scheme Booklet.

Any entitlement of an Eligible Greencross Shareholder under the Scheme to be provided with a fraction of a HoldCo Share will be:

• rounded up to the nearest whole number if the entitlement is to half a HoldCo Share or more; and
• rounded down to the nearest whole number if the entitlement is to less than half a HoldCo Share.

Any entitlement of a Greencross Shareholder under the Scheme to be provided with a fraction of a cent will be:

• rounded up to the nearest whole cent if the entitlement is to half a cent or more; and
• rounded down to the nearest whole cent if the entitlement is to less than half a cent.

For more information go to Section 7.3.d.1 of the Scheme Booklet.

If your Registered Address, as shown in the Greencross Share Register as at the Scheme Record Date, is a place outside Australia and its external territories, you will be an Ineligible Foreign Shareholder.

If you are a Greencross Shareholder whose Registered Address as shown in the Greencross Share Register is a place outside Australia or its external territories and wish to receive either of the Mixed Consideration Options, you should contact the Greencross Shareholder Information Line on 1800 260 668 (within Australia) or +61 1800 260 668 (outside Australia) to enquire as to whether you may be an Eligible Greencross Shareholder.

For more information go to Section 7.3g) of the Scheme Booklet.

If you are an Ineligible Foreign Shareholder, you will not be entitled to receive either of the Mixed Consideration Options. If you make an Election to receive either of the Mixed Consideration Options, your Election will be invalid and have no effect, and you will receive the Cash Consideration for all of your Greencross Shares held on the Scheme Record Date if the Scheme becomes Effective. All Ineligible Foreign Shareholders will receive the Cash Consideration in respect of all of their Greencross Shares held on the Scheme Record Date if the Scheme becomes Effective.

If you are an Ineligible Foreign Shareholder you will also receive any Special Dividend that may be declared and paid by Greencross in respect of each Greencross Share you hold as at the Special Dividend Record Date.

For more information go to Section 7.3g) of the Scheme Booklet.

No.

The default form of consideration under the Scheme is the Cash Consideration, which, together with any Special Dividend that may be declared and paid by Greencross, provides Greencross Shareholders with the opportunity to receive Cash Payments of $5.55 per Greencross Share for all of their Greencross Shares. The Greencross Directors have recommended that you approve the Scheme by voting in favour of the Scheme Resolution based on the quantum of the Cash Payments.

The Greencross Directors make no recommendation regarding the Mixed Consideration Options except to note that Eligible Greencross Shareholders who are considering making an Election to receive any of the Mixed Consideration Options should:

• carefully consider the information set out in Sections 11.3 and 11.4 relating to the features and risks of HoldCo Shares;
• refer to the Independent Expert’s Report and the views expressed therein in relation to the Mixed Consideration Options;
• consider the potential taxation implications under Australian income tax law and foreign tax laws in connection with the Mixed Consideration Options (see the Taxation Report set out in Section 12); and
• obtain appropriate legal, financial, tax or other professional advice about whether an investment in HoldCo Shares is appropriate to their specific circumstances before deciding whether to make an Election for the Mixed Consideration Options.

Ultimately, your Greencross Directors consider that it is a matter for each Eligible Greencross Shareholder to decide whether or not to make an Election to receive the Mixed Consideration Options, having regard to their individual circumstances, financial situation, tax position, investment objectives and risk profile.

For more information go to Section 2 of the Scheme Booklet.

The Special Dividend is intended to be a fully franked dividend of up to $0.21 per Greencross Share, that Greencross may declare and pay, if the Scheme is approved by Greencross Shareholders and the Court.

For more information go to Sections 4.2 and 4.4 of the Scheme Booklet.

No. There is no guarantee that a Special Dividend will be paid, even if the Scheme is approved by Greencross Shareholders and the Court. The Greencross Board may decide to declare and pay the Special Dividend at its discretion.

For more information go to Section 4.2 of the Scheme Booklet.

If you receive the Special Dividend and the Cash Consideration you will receive total Cash Payments of $5.55 for each Greencross Share you hold.² See the worked examples set out in Section 4.4 of the Scheme Booklet.

Greencross has applied to the ATO requesting a class ruling to confirm the key taxation implications of the Scheme and that the impact of any Special Dividend that may be declared and paid by Greencross on Greencross Shareholders is in accordance with the general description in this Scheme Booklet.

The class ruling has not been finalised as at the date of this Scheme Booklet. The expected taxation implications for Greencross Shareholders are summarised in Section 12. The Scheme is not conditional on the receipt of the class ruling.

For more information go to Section 12 of the Scheme Booklet.

If a Special Dividend is declared and paid it is intended to be fully franked.

For more information go to Section 12 of the Scheme Booklet.

Those Greencross Shareholders who are able to realise the full benefit of franking credits could receive additional value of up to $0.09 per Greencross Share if a Special Dividend of up to $0.21 is paid.

Whether you will be able to realise the full benefit of the franking credits will depend (among other things) on whether a Special Dividend is declared and paid, the value of that Special Dividend, the class ruling issued by the ATO and the circumstances of the Greencross Shareholder. For more information on the Special Dividend see Sections 4.2 and 4.4 of the Scheme Booklet.

For more information on franking credits go to Section 12 of the Scheme Booklet.

If the Scheme becomes Effective, you do not need to do anything to receive the Cash Consideration for all of your Greencross Shares. Unless you make a valid Election to receive one of the Mixed Consideration Options, you will receive the Cash Consideration for all of your Greencross Shares.

For more information go to Section 4.2 of the Scheme Booklet.

If you are an Eligible Greencross Shareholder and wish to receive either of the Mixed Consideration Options, you need to complete an Election Form in accordance with the instructions set out in the Election Form and return it to the Greencross Registry by the Election Date (currently expected to be no later than Monday, 28 January 2019).

For more information go to Sections 6.6 and 7.3f) of the Scheme Booklet.

An Election Form will be sent to you with this Scheme Booklet.

If you need a replacement, a new Election Form may be requested by calling the Greencross Shareholder Information Line on 1800 260 668 (within Australia) or +61 1800 260 668 (outside Australia).

For more information go to Section 6.6 of the Scheme Booklet.

Yes. You may change your Election by completing and returning a new Election Form in accordance with the instructions on the Election Form by no later than the Election Date (currently expected to be 7.00pm on Monday, 28 January 2019). Where a Greencross Shareholder returns more than one Election Form, the last valid Election Form received by the Greencross Registry before the Election Date will be treated as revoking for all purposes any other Election Form and used to determine your Election.

For more information go to Section 7.3f) of the Scheme Booklet.

If you do not make a valid Election or your Election is not received by the Greencross Registry by the Election Date, you will receive the Cash Consideration for all of your Scheme Shares.

If you are an Ineligible Foreign Shareholder or become a Greencross Shareholder after the Election Date, you will receive the Cash Consideration for all of your Scheme Shares.

For more information go to Sections 4.2, 4.4a) and 7.3g) of the Scheme Booklet.

If the Scheme becomes Effective all of the Greencross Shares will be acquired by TPG BidCo, and it is intended that Greencross will be delisted from ASX.

For more information go to Section 8 of the Scheme Booklet.

Yes. Implementation of the Scheme is subject to the satisfaction or waiver (as applicable) of a number of Conditions Precedent. These Conditions Precedent are summarised in Section 8.1a) and include:

• obtaining FIRB Approval;
• no Material Adverse Change occurring;
• no restraining order, injunction, decision, determination or objection notice issued by a Court or Regulatory Authority or other legal restraint preventing the Scheme from being implemented;
• the counterpart to the Animates JV giving (and not withdrawing) its written consent to the change of control of Greencross as a result of the Scheme;
• no Greencross Prescribed Occurrences occurring;
• obtaining Greencross Shareholder approval;
• obtaining Court approval;
• no breach of Greencross Warranties occurring;
• no breach of TPG BidCo Warranties occurring; and
• all outstanding Greencross Performance Rights vesting or lapsing before the Scheme Record Date.

For more information go to Section 8 of the Scheme Booklet.

The Scheme will become Effective if:

• the Scheme is approved by the requisite majorities of Greencross Shareholders at the Scheme Meeting;
• the Court approves the Scheme at the Second Court Hearing; and
• all other Conditions Precedent are satisfied or waived (as applicable).

Subject to the above, the Scheme will become Effective on the Effective Date (currently expected to be Monday, 11 February 2019).

For more information go to Sections 3.4b) and 8.1 of the Scheme Booklet.

Greencross Shares are expected to cease trading from the close of trading on ASX on the Effective Date (currently expected to be Monday, 11 February 2019).

For more information go to Sections 8.3d) and 13.2 of the Scheme Booklet.

If the Scheme becomes Effective, the Scheme Consideration and Special Dividend (if any) will be received as follows:

• if any Special Dividend is declared by Greencross, it will be paid on the Special Dividend Payment Date (currently expected to be Wednesday, 20 February 2019);
• any Cash Consideration payable, will be paid to a trust account operated by or on behalf of Greencross on the Implementation Date (currently expected to be Wednesday, 27 February 2019) and paid to Scheme Shareholders within five Business Days of that Date; and
• any HoldCo Shares to be issued under the Mixed Consideration Options will be issued on the Implementation Date (currently expected to be Wednesday, 27 February 2019), with share certificates or holding statements to be issued within five Business Days of that date.

If the Scheme is not approved by the requisite majorities of Greencross Shareholders or the Court, the Special Dividend (and the Scheme Consideration) will not be provided.

For more information go to Section 1 of the Scheme Booklet.

All cash payments (including the Special Dividend) will be made by direct deposit into your nominated bank account with an Australian ADI, as advised to the Greencross Registry as at the Scheme Record Date.

If you have not nominated a bank account, payment will be made by Australian dollar cheque sent by post to your Registered Address as shown on the Greencross Share Register.

For more information go to Section 8.3g) of the Scheme Booklet.

If the Scheme becomes Effective, there will be tax consequences for Scheme Shareholders which may include tax being payable on any gain or disposal of Greencross Shares and tax being payable in respect of the Special Dividend (with the possibility of a franking offset being available).

For further information about the general Australian tax consequences of the Scheme and the Special Dividend for certain Greencross Shareholders, see Section 12 of the Scheme Booklet. The tax treatment may vary depending on the nature and characteristics of each Greencross Shareholder and that Greencross Shareholder's specific circumstances. Greencross Shareholders should seek independent professional advice based on their particular circumstances.

If the Scheme is not approved by the requisite majorities of Greencross Shareholders, or the Court, the Scheme will not proceed.

If the Scheme does not proceed:

• the Scheme Consideration will not be provided to Scheme Shareholders;
• the Special Dividend will not be paid;
• TPG BidCo will not acquire the Scheme Shares;
• Greencross will continue to be listed on ASX; and
• Greencross Shareholders will retain their Greencross Shares and continue to share in any benefits and risks of Greencross’ ongoing business.

If the Scheme does not proceed, and no Superior Proposal emerges, Greencross Shareholders will continue to be exposed to the general market risks set out in Section 11.2 and the risk factors relating to the business and operations of Greencross set out in Section 11.3 of the Scheme Booklet, including the risk that the price of Greencross Shares may fall.

The leverage and gearing ratios of Greencross exceed listed peers in retail and veterinary sectors. If Greencross' leverage and gearing ratios remain at current levels this may constrain Greencross' ability to fund growth initiatives or adversely impact its ability to pay dividends. As a result of these constraints, the business may be required to raise equity or sell assets to reduce current debt levels should the Scheme not proceed. This may result in further downward pressure on the share price.

For more information go to Sections 3.2h) and 6.2 of the Scheme Booklet.

Although no Competing Proposal has emerged as at the date of this Scheme Booklet it is possible that one could emerge, noting that Greencross has agreed not to solicit Competing Proposals. If an unsolicited Competing Proposal for Greencross is received before the Scheme Meeting, the Greencross Directors will carefully consider it to determine whether it is a Superior Proposal and will inform you of any material developments which may affect the Greencross Directors' view that the Scheme is presently the most favourable proposal for all of your Greencross Shares.

TPG BidCo has the right to betteras a whole) any unsolicited Competing Proposal if one is received by Greencross. Any change of the Greencross Directors' current recommendation in response to a Competing Proposal being announced, may result in Greencross being obliged to pay the Break Fee of $6,750,000 (excluding GST) to TPG BidCo (see below).

For more information go to Section 8.1 of the Scheme Booklet.

Greencross will be obliged to pay TPG BidCo a Break fee of $6,750,000 (excluding GST) in certain circumstances, including if:

• during the Exclusivity Period, any of the Greencross Directors withdraws or adversely revises their recommendation to vote in favour of the Scheme, subject to certain exceptions, (including where the Independent Expert subsequently determines that the Scheme is not in the best interest of Greencross Shareholders or Greencross is entitled to terminate the Scheme Implementation Agreement in circumstances where TPG BidCo is in material breach of the Scheme Implementation Agreement and fails to remedy that breach within the requisite timeframe and has given TPG BidCo the appropriate termination notice);
• a Competing Proposal is announced or made before the Second Court Date and, within 12 months of the date of such announcement, the Third Party or an Associate of that Third Party (i) completes a Superior Proposal; or (ii) acquires a Relevant Interest in more than 50% of the Greencross Shares under a transaction that is or has become wholly unconditional or otherwise comes to Control Greencross or acquires substantially all of the assets of Greencross; and
• TPG BidCo is entitled to terminate the Scheme Implementation Agreement and does terminate the Scheme Implementation Agreement in circumstances where Greencross is in material breach of the Scheme Implementation Agreement and fails to remedy that breach within the requisite timeframe.

For more information go to Sections 3.4e) and 8.1e) of the Scheme Booklet.

Vermont Aus Pty Ltd ACN 626 845 510, an entity ultimately owned by the TPG Shareholders.

For more information go to Section 10.2 of the Scheme Booklet.

Vermont Aus Holdco Pty Ltd ACN 626 842 135, the holding company of TPG BidCo and the company that will issue the Scrip Consideration.

For more information go to Section 10.2 of the Scheme Booklet.

A Class B Share in the capital of HoldCo having the rights set out in the HoldCo Shareholders’ Deed and the HoldCo Constitution. See Section 10.3d) of the Scheme Booklet for a summary of these rights.

For more information on HoldCo Shares go to Sections 10.2 and 10.3 of the Scheme Booklet.

TPG BidCo intends to delist Greencross from ASX, conduct a detailed review of the business and reconstitute the Greencross Board, among other things. Please see Section 10.5 of the Scheme Booklet for a detailed description of TPG BidCo’s intentions if the Scheme is implemented.

The shareholders' deed in respect of the affairs of HoldCo to be entered into by HoldCo on substantially those terms set out in Appendix D of the Scheme Booklet. Greencross Shareholders who receive Scrip Consideration will, in electing to receive the Scrip Consideration and by virtue of the Scheme being implemented, become bound by the HoldCo Shareholders’ Deed (and the HoldCo Constitution).

For more information go to Section 7.3e) of the Scheme Booklet.