Common use of Provision of Scheme Consideration Clause in Contracts

Provision of Scheme Consideration. (a) Nominee will provide the Scheme Consideration by depositing in cleared funds an amount equal to the Aggregate Cash Consideration into the Trust Account before 5pm on the day before the Implementation Date (provided that any interest on the amount so deposited (less bank fees and other charges) (Accrued Interest) will accrue for the benefit of Bidder). (b) Subject to Nominee having complied with clause 5.2(a), Target must, on the Implementation Date and from the Trust Account, pay to each Scheme Shareholder the proportion of the Aggregate Cash Consideration attributable to that Scheme Shareholder based on the number of Scheme Shares held by that Scheme Shareholder as at the Scheme Record Date, which obligation will be satisfied by Target: (i) where a Scheme Shareholder has, before the Scheme Record Date, made an election in accordance with the requirements of the Share Registry to receive dividend payments from Target by electronic funds transfer to a bank account nominated by the Scheme Shareholder, paying, or procuring the payment of, the relevant amount in Australian currency by electronic means in accordance with that election; or (ii) whether or not a Scheme Shareholder has made an election referred to in clause 5.2(b)(i), dispatching, or procuring the dispatch of, a cheque in Australian currency for the relevant amount to the Scheme Shareholder by prepaid post to their Registered Address, such cheque being drawn in the name of the Scheme Shareholder (or in the case of joint holders, in accordance with clause 5.3). (c) In the event that: (i) a Scheme Shareholder does not have a Registered Address; or (ii) Target as the trustee for the Scheme Shareholders believes that a Scheme Shareholder is not known at the Scheme Shareholder’s Registered Address, and no account has been notified in accordance with clause 5.2(b)(i) or a deposit into such an account is rejected or refunded, Target as the as trustee for the Scheme Shareholders may credit the amount payable to the relevant Scheme Shareholder to a separate bank account of Target to be held until the Scheme Shareholder claims the amount or the amount is dealt with in accordance with the Corporations Act. Target must hold the amount on trust for the relevant Scheme Shareholder, but any benefit accruing from the amount will be to the benefit of Bidder. An amount credited to the account is to be treated as having been paid to the Scheme Shareholder when credited to the account. Target must maintain records of the amounts paid, the people who are entitled to the amounts and any transfers of the amounts. (d) To the extent that there is a surplus in the amount held by Target as the trustee for the Scheme Shareholders in the Trust Account, that surplus may be paid by Target as the trustee for the Scheme Shareholders to Bidder following the satisfaction of Target as the trustee for the Scheme Shareholders’ obligations under this clause 5.2. (e) Target must pay any Accrued Interest to any account nominated by Bidder following satisfaction of Target’s obligations under clause 5.2(b) (and, in any event, on the Implementation Date).

Provision of Scheme Consideration. (a) Nominee will Bidder's obligation to provide the Scheme Consideration will be satisfied by Bidder depositing (or procuring the deposit) in cleared funds an amount equal to the Aggregate Cash Scheme Consideration into the Trust Account before 5pm 12 noon on the day date that is two Business Days before the Implementation Date (provided that any interest on the amount so deposited (less bank fees and other charges) (Accrued Interest) will accrue for the benefit of Bidder)., such amount to be held by DuluxGroup on trust for the purposes of paying the Scheme Consideration to Scheme Shareholders in accordance with clause 5.2(b).‌ (b) Subject to Nominee having complied Bidder providing the Aggregate Scheme Consideration in accordance with clause 5.2(a), Target DuluxGroup must, on the Implementation Date and from the Trust Account, pay (or procure the payment to each Scheme Shareholder of) the proportion of the Aggregate Cash Scheme Consideration attributable to that Scheme Shareholder based on the number of Scheme Shares held by that Scheme Shareholder as at the Scheme Record Date, which obligation will be satisfied by TargetDuluxGroup: (i) where a Scheme Shareholder has, before the Scheme Record Date, made an election in accordance with the requirements of the Share Registry to receive dividend payments from Target DuluxGroup by electronic funds transfer to a bank account nominated by the Scheme Shareholder, paying, or procuring the payment of, the relevant amount in Australian currency by electronic means in accordance with that election; or (ii) whether or not a Scheme Shareholder has made an election referred to in clause 5.2(b)(i), dispatching, or procuring the dispatch of, a cheque drawn on an Australian bank in Australian currency for the relevant amount to the Scheme Shareholder by prepaid post to their Registered Address, such cheque being drawn in the name of the Scheme Shareholder (or or, in the case of joint holders, in accordance with clause 5.3). (c) In the event that: (i) a Scheme Shareholder does not have a Registered Address; or (ii) Target as the trustee for the Scheme Shareholders believes that a Scheme Shareholder is not known at the Scheme Shareholder’s Registered Address, and no account has been notified in accordance with clause 5.2(b)(i) or a deposit into such an account is rejected or refunded, Target as the as trustee for the Scheme Shareholders may credit the amount payable to the relevant Scheme Shareholder to a separate bank account of Target to be held until the Scheme Shareholder claims the amount or the amount is dealt with in accordance with the Corporations Act. Target must hold the amount on trust for the relevant Scheme Shareholder, but any benefit accruing from the amount will be to the benefit of Bidder. An amount credited to the account is to be treated as having been paid to the Scheme Shareholder when credited to the account. Target must maintain records of the amounts paid, the people who are entitled to the amounts and any transfers of the amounts. (d) To the extent that there is a surplus in the amount held by Target as the trustee for the Scheme Shareholders in the Trust Account, that surplus may be paid by Target as the trustee for the Scheme Shareholders to Bidder following the satisfaction of Target as the trustee for the Scheme Shareholders’ obligations under this clause 5.2. (e) Target must pay any Accrued Interest to any account nominated by Bidder following satisfaction of Target’s obligations under clause 5.2(b) (and, in any event, on the Implementation Date).

Provision of Scheme Consideration. (a) Nominee will BHP's obligation to provide the Scheme Consideration will be satisfied by BHP depositing (or procuring the deposit), in cleared funds an amount equal to the Aggregate Cash Scheme Consideration (less the Withholding Amount as defined in paragraph (c) of this clause) into the Trust Account before 5pm 12 noon on the day Business Day immediately before the Implementation Date (provided that any interest on the amount so deposited (less bank fees and other charges) (Accrued Interest) will accrue for the benefit of BidderBHP), such amount to be held by OZL for the purposes of paying the Scheme Consideration to Scheme Shareholders in accordance with clause 5.2(b). (b) Subject to Nominee having complied BHP providing the Aggregate Scheme Consideration in accordance with clause 5.2(a), Target OZL must, on the Implementation Date and from the Trust Account, pay (or procure the payment to each Scheme Shareholder of) the proportion of the Aggregate Cash Scheme Consideration attributable to that Scheme Shareholder based on the number of Scheme Shares held by that Scheme Shareholder as at the Scheme Record Date, which obligation will be satisfied by TargetOZL: (i) where a Scheme Shareholder has, before the Scheme Record Date, made an election in accordance with the requirements of the Share Registry to receive dividend distribution payments from Target OZL by electronic funds transfer to a bank account nominated by the Scheme Shareholder, paying, or procuring the payment of, the relevant amount of the Aggregate Scheme Consideration in Australian currency by electronic means in accordance with that election; or (ii) whether or not a Scheme Shareholder has made an election referred to in clause 5.2(b)(i), dispatching, or procuring the dispatch of, a cheque drawn on an Australian bank in Australian currency for the relevant amount of the Aggregate Scheme Consideration to the Scheme Shareholder by prepaid ordinary post (or, if the address of the Scheme Shareholder is outside Australia, by prepaid airmail post) to their Registered Address, such cheque being drawn in the name of the Scheme Shareholder (or or, in the case of joint holders, in accordance with clause 5.3). (c) In the event that: (i) a Scheme Shareholder does not have a Registered Address; or (ii) Target as the trustee for the Scheme Shareholders believes that a Scheme Shareholder is not known at the Scheme Shareholder’s Registered Address, and no account has been notified in accordance with clause 5.2(b)(i) or a deposit into such an account is rejected or refunded, Target as the as trustee for the Scheme Shareholders may credit the amount payable to the relevant Scheme Shareholder to a separate bank account of Target to be held until the Scheme Shareholder claims the amount or the amount is dealt with in accordance with the Corporations Act. Target must hold the amount on trust for the relevant Scheme Shareholder, but any benefit accruing from the amount will be to the benefit of Bidder. An amount credited to the account is to be treated as having been paid to the Scheme Shareholder when credited to the account. Target must maintain records of the amounts paid, the people who are entitled to the amounts and any transfers of the amounts. (d) To the extent that there is a surplus in the amount held by Target as the trustee for the Scheme Shareholders in the Trust Account, that surplus may be paid by Target as the trustee for the Scheme Shareholders to Bidder following the satisfaction of Target as the trustee for the Scheme Shareholders’ obligations under this clause 5.2. (e) Target must pay any Accrued Interest to any account nominated by Bidder following satisfaction of Target’s obligations under clause 5.2(b) (and, in any event, on the Implementation Date).

Provision of Scheme Consideration. (a) Nominee will Bidder must provide or procure the provision of the Scheme Consideration to Scheme Shareholders in accordance with its obligations under clause 6.2(b). The obligation of Bidder to provide, or procure the provision of, the Scheme Consideration to Scheme Shareholders in accordance with this Scheme and the Deed Poll will be satisfied by depositing Bidder: (i) paying, or procuring the payment, into the Trust Account, of an amount in cleared funds an amount equal to the Aggregate Cash Scheme Consideration into the Trust Account before 5pm on the day by no later than one Business Day before the Implementation Date to be held by or on behalf of Target on trust for the Scheme Shareholders (provided that any interest on the amount so deposited (deposited, less bank fees and other charges) (Accrued Interest) , will accrue for the benefit of Bidder).; and (bii) providing Target with written confirmation that payment has been made in accordance with clause 6.2(b)(i) above. Subject to Nominee having complied Bidder complying with its obligations under clause 5.2(a6.2(a), Target must, on the Implementation Date and Date, pay, or procure the payment, from the Trust Account, pay Account to each Scheme Shareholder an amount equal to the proportion Scheme Consideration in respect of the Aggregate Cash Consideration attributable to that each Scheme Shareholder based on the number of Scheme Shares Share held by that Scheme Shareholder as at set out in the Scheme Target Share Register on the Record Date, which obligation . Target's obligations under clause 6.2(c) will be satisfied by Target: (i) where a Scheme Shareholder has, before the Scheme Record Date, made an election in accordance with the requirements of the Share Registry to receive dividend payments from Target by electronic funds transfer to a bank account nominated by the Scheme Shareholder, paying, or procuring the payment of, the relevant amount to that Scheme Shareholder in Australian currency by electronic means in accordance with that election; or (ii) whether or not a Scheme Shareholder has made an election referred to in clause 5.2(b)(i6.2(d)(i), dispatching, or procuring the dispatch of, a cheque in Australian currency for the relevant amount to the that Scheme Shareholder by prepaid post to their the Registered AddressAddress of that Scheme Shareholder, such cheque being drawn in the name of the Scheme Shareholder (or in the case of joint holders, in accordance with clause 5.36.6). (c) In the event that: (i) a Scheme Shareholder does not have a Registered Address; or (ii) Target as the trustee for the Scheme Shareholders believes that a Scheme Shareholder is not known at the Scheme Shareholder’s Registered Address, and no account has been notified in accordance with clause 5.2(b)(i) or a deposit into such an account is rejected or refunded, Target as the as trustee for the Scheme Shareholders may credit the amount payable to the relevant Scheme Shareholder to a separate bank account of Target to be held until the Scheme Shareholder claims the amount or the amount is dealt with in accordance with the Corporations Act. Target must hold the amount on trust for the relevant Scheme Shareholder, but any benefit accruing from the amount will be to the benefit of Bidder. An amount credited to the account is to be treated as having been paid to the Scheme Shareholder when credited to the account. Target must maintain records of the amounts paid, the people who are entitled to the amounts and any transfers of the amounts. (d) To the extent that there is a surplus in the amount held by Target as the trustee for the Scheme Shareholders in the Trust Account, that surplus may be paid by Target as the trustee for the Scheme Shareholders to Bidder following the satisfaction of Target as the trustee for the Scheme Shareholders’ obligations under this clause 5.2. (e) Target must pay any Accrued Interest to any account nominated by Bidder following satisfaction of Target’s obligations under clause 5.2(b) (and, in any event, on the Implementation Date).

Provision of Scheme Consideration. (a) Nominee will provide 6.1.1 Casa must, by no later than the Scheme Consideration by depositing Business Day before the Implementation Date, deposit, or procure the deposit of, in cleared funds an amount equal to the Aggregate Cash aggregate amount of the Scheme Consideration into payable to all Scheme Participants, in an Australian dollar denominated trust account operated by NetComm as trustee for the Trust Account before 5pm on the day before the Implementation Date Scheme Participants (provided that any interest on the amount so amounts deposited (less bank fees and other charges) (Accrued Interest) will accrue for the benefit of Bidderbe credited to Casa’s account). (b) 6.1.2 Subject to Nominee having complied Casa complying with clause 5.2(a), Target must6.1.1, on the Implementation Date and Date, NetComm must pay or procure the payment from the Trust Account, pay trust account referred to in clause 6.1.1 to each Scheme Shareholder the proportion of the Aggregate Cash Consideration attributable to that Scheme Shareholder Participant based on the number of Scheme Shares held by that Scheme Shareholder Participant as at the Scheme Record Date, which . 6.1.3 NetComm’s obligation under clause 6.1.2 will be satisfied by TargetNetComm: (ia) where a Scheme Shareholder Participant has, before the Scheme Record Date, made an election in accordance with the requirements of the Share Registry to receive dividend payments from Target NetComm by electronic funds transfer to a bank account nominated by the Scheme ShareholderParticipant, paying, or procuring the payment of, the relevant amount in of Australian currency by electronic means in accordance with that election; or (iib) whether or not a Scheme Shareholder has made an election referred to in clause 5.2(b)(i)otherwise, dispatching, or procuring the dispatch of, a cheque in Australian currency for the relevant amount to the Scheme Shareholder Participant by prepaid post to their Registered Addressaddress shown in the Register as at the Record Date, such cheque being drawn in the name of the Scheme Shareholder Participant (or in the case of joint holders, in accordance with the procedures set out in clause 5.36.2). (c) In the event that: (i) a Scheme Shareholder does not have a Registered Address; or (ii) Target as the trustee for the Scheme Shareholders believes that a Scheme Shareholder is not known at the Scheme Shareholder’s Registered Address, and no account has been notified in accordance with clause 5.2(b)(i) or a deposit into such an account is rejected or refunded, Target as the as trustee for the Scheme Shareholders may credit the amount payable to the relevant Scheme Shareholder to a separate bank account of Target to be held until the Scheme Shareholder claims the amount or the amount is dealt with in accordance with the Corporations Act. Target must hold the amount on trust for the relevant Scheme Shareholder, but any benefit accruing from the amount will be to the benefit of Bidder. An amount credited to the account is to be treated as having been paid to the Scheme Shareholder when credited to the account. Target must maintain records of the amounts paid, the people who are entitled to the amounts and any transfers of the amountsamount. (d) 6.1.4 To the extent that that, following satisfaction of NetComm’s obligations under clause 6.1.2, there is a surplus in the amount held by Target NetComm as the trustee for the Scheme Shareholders Participants in the Trust Accounttrust account referred to in that clause, that surplus may must be paid by Target as the trustee for NetComm to Casa. 6.1.5 Subject to the Scheme Shareholders to Bidder following the satisfaction of Target as the trustee for the Scheme Shareholders’ obligations under this clause 5.2. (e) Target must pay any Accrued Interest to any account nominated by Bidder following satisfaction of Target’s becoming Effective and Casa complying with its obligations under clause 5.2(b) (and6.1.1, in any event, at 10.00am on the Implementation Date), the transactions which form part of the Scheme will be implemented in the following sequence: (a) each Scheme Participant will receive the Scheme Consideration; and (b) in exchange, all existing Shares at the Record Date will be transferred to Casa.