Greencross Limited
Scheme of Arrangement


Background and overview of the Scheme

What are Greencross Shareholders being asked to consider?Collapsed
What is a scheme of arrangement?Collapsed
What do the Greencross Directors recommend and how do they intend to vote?Collapsed
What is the opinion of the Independent Expert?Collapsed
What are my options?Collapsed
Can I sell my Greencross Shares now?Collapsed

Scheme Meeting and Voting Requirements

What is the Scheme Resolution?Collapsed
What voting majority is required to approve the Scheme?Collapsed
Am I entitled to vote?Collapsed
How do I vote?Collapsed
Is voting compulsory?Collapsed
Why should I vote in favour of the Scheme?Collapsed
Why might I consider voting against the Scheme?Collapsed
When and where will the Scheme Meeting be held?Collapsed
When will the result of the Scheme meeting be known?Collapsed
What happens to my Greencross Shares if I do not vote, or if I vote against the Scheme, and the Scheme becomes Effective?Collapsed
Where can I get further information?Collapsed

The Scheme Consideration

What is the Scheme Consideration?Collapsed
What is the Cash Consideration?Collapsed
What are the Mixed Consideration Options?Collapsed
What is the Minimum Scrip Threshold?Collapsed
What is the Maximum Scrip Threshold and Scaleback Mechanism?Collapsed
How will fractional entitlements be treated?Collapsed
Who is an Ineligible Foreign Shareholder?Collapsed
How will an Ineligible Foreign Shareholder be treated under the Scheme?Collapsed
Do the Greencross Directors have any specific views or recommendations for Greencross Shareholders on the Mixed Consideration Options?Collapsed

The Special Dividend

What is the Special Dividend?Collapsed
Will I definitely receive a Special Dividend?Collapsed
If I receive the Special Dividend and the Cash Consideration, how much will I receive?Collapsed
What is the ATO class ruling?Collapsed
Will the Special Dividend be franked?Collapsed
Will I get the benefit of franking credits?Collapsed

Making an Election in relation to the Mixed Consideration Options

How do I receive the Cash Consideration?Collapsed
How do I elect to receive the Mixed Consideration Options?Collapsed
How can I obtain an Election Form?Collapsed
If I make an Election, can I later withdraw or change it?Collapsed
What if I do not make an Election in time or if the Election is invalid?Collapsed

Implementation of the Scheme

What will happen to Greencross if the Scheme becomes Effective?Collapsed
Are there conditions that need to be satisfied before the Scheme can proceed?Collapsed
When will the Scheme become Effective?Collapsed
When will Greencross Shares cease trading on ASX?Collapsed
When will I receive the Special Dividend and the Scheme Consideration?Collapsed
How will I be paid the Cash Consideration?Collapsed
What are the tax implications of the Scheme and the Special Dividend?Collapsed
What happens if the Scheme is not approved?Collapsed
What happens if a Competing Proposal for Greencross emerges?Collapsed
When will the Break Fee be payable?Collapsed

Information about TPG BidCo, HoldCo and HoldCo Shares

Who is TPG BidCo?Collapsed
Who is HoldCo?Collapsed
What is a HoldCo Share?Collapsed
What are TPG BidCo’s intentions if the Scheme is implemented?Collapsed
What is the HoldCo Shareholders’ Deed?Collapsed

1 This figure does not include the Greencross Performance Rights referred to in Section 8.2 of the Scheme Booklet.

2 Please note, if you become a Greencross Shareholder after the Special Dividend Record Date, you will not receive the Special Dividend. Similarly, if you sell your Greencross Shares before the Scheme Record Date, you will not receive the Cash Consideration.

The Scheme Booklet contains important information for your consideration about the proposed acquisition of Greencross by Vermont Aus Pty Ltd (TPG BidCo), an entity ultimately owned by the TPG Shareholders.