This proxy statement is being furnished to the stockholders of Square, Inc., a Delaware corporation (“Square”), in connection with the solicitation of proxies by Square’s board of directors for use at a special meeting of stockholders to be held virtually on November 3, 2021 at 10:00 a.m. Pacific Time (the “Special Meeting”) and at any reconvened meeting following any adjournment or postponement thereof. The purpose of the Special Meeting is for Square stockholders to consider and vote upon certain proposals in connection with the transactions contemplated by that certain Scheme Implementation Deed, dated as of August 2, 2021 (Australian Eastern Time), and as it may be further amended or supplemented (the “Transaction Agreement”), by and among Square, Lanai (AU) 2 Pty Ltd, an Australian proprietary company limited by shares and an indirect wholly owned subsidiary of Square (“Square Sub”), and Afterpay Limited, an Australian public company limited by shares (“Afterpay”), pursuant to which Afterpay will propose a scheme of arrangement under Australia’s Corporations Act 2001 (Cth) (the “Australian Corporations Act”) between it and its shareholders (the “Scheme”). If the Scheme is approved by Afterpay shareholders and the Supreme Court of New South Wales (or such other court of competent jurisdiction under the Australian Corporations Act agreed by Square and Afterpay) (the “Court”), and implemented, all outstanding Afterpay ordinary shares as of the record date for the Scheme (the “Scheme Record Date”) will be transferred to Square Sub and the holders of such Afterpay ordinary shares (other than Ineligible Foreign Shareholders, as described below under “The Transaction Agreement, Scheme and Deed Poll—Ineligible Foreign Shareholders”) will have the right to receive, for each such share, either (1) 0.375 shares of Square Class A common stock, par value $0.0000001 (“New Square Shares”) or (2) 0.375 CHESS Depositary Interests (“New Square CDIs,” and together with the New Square Shares, the “Scheme Consideration”) representing ownership interest in shares of Square Class A common stock issued by Square pursuant to a Deed Poll to be executed by Square and Square Sub in favor of all Afterpay shareholders (“Deed Poll”), and Afterpay will become a wholly owned subsidiary of Square Sub and an indirect wholly owned subsidiary of Square (the “Transaction”). The Transaction Agreement provides that, at any time prior to the lodgement of Afterpay’s scheme booklet in respect of the Transaction (the “Scheme Booklet”) to the Australian Securities and Investments Commission (“ASIC”), Square may elect to pay 1% of the Scheme Consideration in cash in Australian dollars. If Square makes such election, the per share cash payment will be determined by the volume weighted average trading price of a share of Square Class A common stock on the New York Stock Exchange (“NYSE”) over a to-be-determined five trading day period preceding the implementation date of the Scheme (the “Implementation Date”) and the stock portion of the Scheme Consideration will be reduced by 1% to 0.37125 New Square Shares or New Square CDIs, as applicable.

The following summary highlights selected information contained elsewhere in this proxy statement and may not contain all of the information that may be important to you. Accordingly, you are urged to read carefully this entire proxy statement, including the attached annexes, the information incorporated by reference and the other documents to which this proxy statement refers you in order for you to understand the Transaction and matters being considered at the Special Meeting. See “Where You Can Find More Information” beginning on page 133 of this proxy statement. Each item in this summary refers to the page of this proxy statement on which that subject is discussed in more detail.

The functional currency of Square is the United States (“U.S.”) dollar. Unless otherwise specified, all references to “dollars,” “$,” or “US$” shall mean U.S. dollars. All references to “A$” shall mean Australian dollars.

Square was founded in 2009 to enable businesses (sellers) to accept card payments, an important capability that was previously inaccessible to many businesses. As Square grew, it recognized that sellers need a variety of solutions to thrive and saw how it could apply its strength in technology and innovation to help them. Square has since expanded to provide more than 30 distinct products and services to sellers that help them manage and grow their business. Similarly, with Cash App, Square has built a parallel ecosystem of financial services to help individuals manage their money. That includes ways for individuals to invest in stocks and bitcoin, receive their paycheck, tax return, and direct deposit up to two days early, and use Cash Card, a free, customizable debit card to pay online and in stores. With TIDAL, Square’s global music and entertainment platform, Square believes it can provide artists tools to participate in the economy and grow as entrepreneurs. And finally, Square recently

announced a fourth business, TBD, focused on building an open developer platform with the goal of making it easy to create non-custodial, permissionless, and decentralized financial services. Square’s purpose of economic empowerment drives the development of all its products and services.

The principal trading market for Square Class A common stock (NYSE: SQ) is the NYSE. There is no public trading market for Square Class B common stock, par value $0.0000001. Square’s principal executive office is located at 1455 Market Street, Suite 600, San Francisco, CA 94103. Its telephone number is (415) 375-3176. Square’s website is located at www.squareup.com (the contents of which are not part of this proxy statement).

Afterpay Limited, headquartered in Melbourne, Victoria, Australia, is an Australian public company limited by shares and registered in Victoria under Australian law. Founded in 2014, Afterpay facilitates online commerce between retail merchants and end-customers by allowing its retail merchant clients to offer their customers the ability to buy goods and services on a “buy now, pay later” (“BNPL”) basis. Through the use of Afterpay services and software, end-customers can split their purchases across four installments, generally due in two-week increments, without paying interest or fees (where payments are made on time). Afterpay’s service provides consumers the ability to get desired items now but pay for them later while simultaneously helping merchants increase sales and average order values. Afterpay pays its retail merchant customers the full order value upfront (less its percentage fee) and assumes non-payment risk from the end-customer. Should an end-customer using Afterpay services miss a payment, his or her Afterpay account is frozen until such payment is made and capped late payment fees are charged. Apart from the capped late payment fees, end-customers do not incur additional fees or interest. Afterpay also operates an online shop directory, which allows consumers to search by product category for stores that offer Afterpay as a payment option. The shop directory connects consumers seeking to buy products and services using Afterpay with Afterpay merchants.

Afterpay generates the majority of its income from the fees it charges to merchants.

The principal trading market for Afterpay’s shares (ASX: APT) is the Australian Securities Exchange (“ASX”). Afterpay’s principal executive office is located at Level 23, 2 Freshwater Place, Melbourne, VIC 3006, Australia. Its telephone number is +61 1300 100 729. Afterpay’s website is located at corporate.afterpay.com (the contents of which are not part of this proxy statement).

Square stockholders are being asked to consider and vote upon the following proposals in connection with the Transaction:

The Square stockholder vote on such proposals will take place at the Special Meeting to be held virtually at 10:00 a.m. Pacific Time on November 3, 2021. The Special Meeting can be accessed by visiting www.virtualshareholdermeeting.com/SQ2021SM.

You can vote at the Special Meeting all of the shares of Square common stock you held of record as of the close of business on October 1, 2021, which is the record date for the Special Meeting (the “Record Date”). As of the Record Date, there were 461,795,610 shares of Square common stock outstanding, consisting of 399,694,840 shares of Square Class A common stock and 62,100,770 shares of Square Class B common stock. Square Class A common stock and Square Class B common stock are collectively referred to in this proxy statement as Square’s “common stock.”

Square’s board of directors recommends that you vote “FOR” each of the proposals to be considered and voted upon at the Special Meeting. In connection with its decision to recommend that you vote “FOR” each of the proposals, Square’s board of directors has determined that it is advisable and in the best interests of Square and its stockholders to issue the Scheme Consideration to Afterpay shareholders in connection with the Transaction. See “The Transaction—Square’s Reasons for the Transaction” beginning on page 67 of this proxy statement and “The Transaction—Recommendations of Square’s Board of Directors” beginning on page 69 of this proxy statement for more information about the factors considered by Square’s board of directors.

Each share of Square Class A common stock is entitled to one vote at the Special Meeting, and each share of Square Class B common stock is entitled to ten votes at the Special Meeting. The presence, virtually or represented by proxy, of a majority of the voting power of all issued and outstanding shares of Square common stock entitled to vote at the Special Meeting will constitute a quorum at the Special Meeting. Shares for which a stockholder directs an “abstention” and shares of Square common stock represented at the Special Meeting by attendance via the Special Meeting website that have not previously voted and are not voted at the Special Meeting (“attending non-votes”) are counted as shares present and entitled to vote for purposes of determining a quorum.

Under the NYSE rules, brokers, banks and other nominees that hold their customers’ shares in “street name” may not vote their customers’ shares on “non-routine” matters without instructions from their customers. As each of the proposals to be voted upon at the Special Meeting is considered “non-routine,” such organizations do not have discretion to vote such shares on any proposal for which they do not receive instructions from their customers (this is referred to in this context as a “broker non-vote”). As a result, Square does not expect any broker non-votes at the Special Meeting, and if you hold your shares in “street name” and fail to provide your broker, bank or other nominee with any instructions regarding how to vote such shares, your shares will not be considered present at the Special Meeting, will not be counted for purposes of determining the presence of a quorum and will not be voted on any of the proposals unless you virtually attend the Special Meeting. If you provide instructions to your broker, bank or other nominee which indicate how to vote your shares with respect to one proposal but not with respect to the other proposal, your shares will be considered present at the Special Meeting and will be counted for purposes of determining the presence of a quorum but will not be voted with respect to that other proposal.

Approval of the proposals presented at the Special Meeting will require the following:

As of the close of business on July 31, 2021, the current directors and executive officers of Square were deemed to beneficially own 2,776,000 shares of Square Class A common stock, which represented less than 1% of the shares of Square Class A common stock outstanding on that date, and 64,519,171 shares of Square Class B common stock, which represented approximately 99.21% of the shares of Square Class B common stock outstanding on that date. Beneficial ownership is determined in accordance with the rules of the U.S. Securities and Exchange Commission (“SEC”), as described below under “The Special Meeting—Security Ownership of Certain Beneficial Owners and Management” beginning on page 54 of this proxy statement.

Square and Afterpay are proposing to engage in a business combination under Australian corporate law, pursuant to which Square Sub will acquire all of the outstanding ordinary shares of Afterpay, and Afterpay will thereby become a wholly owned subsidiary of Square Sub and an indirect wholly owned subsidiary of Square. As set forth in the Transaction Agreement, the business combination will be carried out in accordance with a scheme of arrangement under the Australian Corporations Act to be submitted for approval by Afterpay shareholders and the Court.

Subject to the terms and conditions set forth in the Transaction Agreement, upon implementation of the Scheme, all outstanding Afterpay ordinary shares as of the Scheme Record Date will be transferred to Square Sub, and the holders of such Afterpay ordinary shares (other than Ineligible Foreign Shareholders, as described below under “The Transaction Agreement, Scheme and Deed Poll—Ineligible Foreign Shareholders”) will have the right to receive, for each such share, either (1) 0.375 New Square Shares or (2) 0.375 New Square CDIs. Where an Afterpay shareholder has a registered address in Australia or New Zealand, that shareholder is to receive New Square CDIs but may elect to receive New Square Shares. Where an Afterpay shareholder’s address on the Afterpay register is located outside of Australia and New Zealand, that shareholder is to receive New Square Shares but may elect to receive New Square CDIs. Certain foreign Afterpay shareholders will be deemed ineligible to receive New Square Shares or New Square CDIs, and will instead have the shares or CHESS Depositary Interests to which they are entitled issued to a sale agent who will sell the securities and remit the sale proceeds (net of certain costs) to the relevant shareholders.

At any time prior to the lodgement of a draft of the Scheme Booklet with ASIC pursuant to Section 411(2) of the Australian Corporations Act, Square may elect to change the Scheme Consideration to consist of (1) either 0.37125 New Square Shares or New Square CDIs and (2) cash in an amount equal to 1% of the original Scheme Consideration in Australian dollars (“Cash Election”). If Square makes the Cash Election, the per share cash payment will be determined by the volume weighted average trading price of a share of Square Class A common stock on the NYSE over a to-be-determined five trading day period preceding the Implementation Date. Square does not expect to make the Cash Election.

The Transaction is expected to be completed in the first calendar quarter of 2022 subject to satisfaction or waiver of the various closing conditions set forth in the Transaction Agreement. See “The Transaction Agreement, Scheme and Deed Poll—Conditions Precedent to the Scheme” beginning on page 108 of this proxy statement for more information regarding the conditions to closing the Transaction.

Square Stockholders. Square stockholders will continue to own their existing shares of Square common stock after the Transaction and will not receive any consideration in the Transaction.

Afterpay Shareholders. If the Scheme becomes effective on the terms and subject to the conditions set forth in the Transaction Agreement, the Scheme and the Deed Poll, upon implementation of the Scheme, each outstanding ordinary share of Afterpay as of the Scheme Record Date will be transferred to Square Sub and each person who is an Afterpay shareholder as of the Scheme Record Date (other than Ineligible Foreign Shareholders, as described below under “The Transaction Agreement, Scheme and Deed Poll—Ineligible Foreign Shareholders”) will be entitled to receive in exchange for each ordinary share of Afterpay it holds as of the Scheme Record Date either (1) 0.375 New Square Shares or (2) 0.375 New Square CDIs. At any time prior to the lodgement of a draft of the Scheme Booklet with ASIC pursuant to Section 411(2) of the Australian Corporations Act, Square Sub may make the Cash Election.

The table below sets forth the closing sale prices of Square Class A common stock and Afterpay ordinary shares as reported on the NYSE and ASX, respectively, (i) on July 30, 2021 (the last trading day prior to the public announcement of the Transaction), and (ii) September 16, 2021. The table also shows the implied value of one ordinary share of Afterpay, which was calculated by multiplying the closing price of Square Class A common stock on that date by the exchange ratio of 0.375 (the “exchange ratio”) and then dividing by the

exchange rates of U.S. dollar to Australian dollar as of July 30, 2021 and September 16, 2021, respectively. The market prices of Square Class A common stock and Afterpay ordinary shares likely will fluctuate between the date of this proxy statement and the time of the Square and Afterpay shareholder approvals and the completion of the Transaction. No assurance can be given concerning the market prices of Square Class A common stock or Afterpay ordinary shares before the completion of the Transaction or the market price of Square Class A common stock after the completion of the Transaction.

Square retained Morgan Stanley & Co. LLC (“Morgan Stanley”) to act as a financial adviser to Square’s board of directors in connection with the proposed Transaction. Square’s board of directors selected Morgan Stanley to act as its financial adviser because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Transaction. At the meeting of Square’s board of directors on August 1, 2021, Morgan Stanley rendered its oral opinion, subsequently confirmed in writing, that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in the written opinion, the exchange ratio pursuant to the Transaction Agreement was fair from a financial point of view to Square.

The full text of the written opinion of Morgan Stanley, dated as of August 1, 2021, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached to this proxy statement as Annex C, and is incorporated herein by reference. The summary of the opinion of Morgan Stanley is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read the entire opinion carefully and in its entirety. Morgan Stanley’s opinion was rendered for the benefit of Square’s board of directors, in its capacity as such, and addressed only the fairness from a financial point of view of the exchange ratio pursuant to the Transaction Agreement to Square as of the date of the opinion. Morgan Stanley’s opinion did not address any other aspect of the Transaction or related transactions, including the relative merits of the Transaction as compared to any other alternative business transaction, or other alternatives, or the price at which shares of Square Class A common stock would trade at any time in the future. The opinion was addressed to, and rendered for the benefit of, Square’s board of directors and was not intended to, and does not, constitute advice or a recommendation to any Afterpay shareholder or Square stockholder as to how to vote or act on any matter with respect to the Transaction or related transactions or any other action with respect to the transactions contemplated by the Transaction Agreement, including the Transaction. For a further discussion of Morgan Stanley’s opinion, see “—Opinion of Square’s Financial Adviser,” beginning on page 72.

In considering the recommendation of Square’s board of directors that Square stockholders approve the Transaction Proposal, Square stockholders should be aware that certain of Square’s directors have interests in the transaction that are different from, or in addition to, the interests of Square stockholders generally. For a description of these interests, see the information provided in the section entitled “The Transaction—Interests of Square Executive Officers and Directors in the Transaction” on page 82.

Square prepares its financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Square will account for the acquisition using the acquisition method of accounting, as prescribed in Accounting Standards Codification No. 805, Business Combinations, (“ASC 805”), under U.S.

GAAP. Square will be treated as the acquirer for accounting purposes. Square will record assets acquired, including identifiable intangible assets, and liabilities assumed from Afterpay at their respective estimated fair values at the date of completion of the Transaction. Any excess of the purchase price over the net fair value of such assets and liabilities will be recorded as goodwill.

The financial condition and results of operations of Square after completion of the Transaction will include the financial condition and results of operations of Afterpay after completion of the Transaction, but will not be restated retroactively to reflect the historical financial condition or results of operations of Afterpay. The earnings of Square following completion of the Transaction will reflect acquisition accounting adjustments, including the effect of changes in the carrying value for assets and liabilities on depreciation expense, amortization expense and interest expense. Indefinite-lived intangible assets, including goodwill, will not be amortized but will be tested for impairment at least annually, and all tangible and intangible assets including goodwill will be tested for impairment when certain indicators are present. If, in the future, Square determines that indefinite lived intangible assets and goodwill are impaired, Square would record an impairment charge at that time.

Square’s board of directors is currently comprised of twelve (12) members. Pursuant to the terms of the Transaction Agreement, Square will appoint one Afterpay director as a Class III director of Square, effective as of immediately following the implementation of the Scheme. Square will select such director in consultation with, and will consider in good faith the recommendation of, Afterpay.

Subject to the Court granting orders to convene a meeting of Afterpay shareholders to consider and vote on a resolution to approve the Transaction and approving the distribution of the Scheme Booklet (the date of the hearing of the Court to grant such orders is referred to as the “First Court Date”), Afterpay intends to hold a separate special meeting of its shareholders pursuant to those orders (such meeting is referred to as the “Scheme Meeting”). Under Section 411(4)(a)(ii) of the Australian Corporations Act, the resolution to approve the Transaction must be passed both (i) by a majority in number of Afterpay shareholders that are present and voting in person or by proxy, by attorney or, in the case of a corporation, by its duly appointed corporate representative, at the Scheme Meeting and (ii) by 75% of the votes cast on the resolution in person or by proxy.

Under the Australian Corporations Act, the Transaction must be approved by Afterpay shareholders and by the Court to become effective. The Australian Corporations Act expressly prevents a court from granting approval unless:

Afterpay intends to apply to the Court on the First Court Date for orders (i) that the Scheme Meeting be convened to consider and vote upon a resolution to approve the Transaction and (ii) approving the distribution of the Scheme Booklet to Afterpay shareholders. Afterpay must give ASIC at least fourteen days’ notice before the First Court Date and must allow ASIC a reasonable opportunity to review the Scheme Booklet and to make submissions to the Court with respect to it. Provided that ASIC is satisfied with the terms of the transaction documents (including the Transaction Agreement, Scheme and Deed Poll) and the Scheme Booklet, it is expected that ASIC will provide to the Court on the First Court Date a letter stating that, while ASIC reserves its rights until it has had an opportunity to observe the entire Scheme process, it does not at that point in time intend to oppose the Scheme at the Second Court Date. The Court will consider the terms of the transaction documents (including the Transaction Agreement, Scheme and Deed Poll) at the First Court Date and may require changes to any of those documents as a condition to the Court granting the orders sought. Afterpay must not consent to any modification of, or amendment to, or the making or imposition by the Court of any condition in respect of the Scheme without the prior written consent of Square.

If the resolution to approve the Transaction is passed at the Scheme Meeting and all other conditions to the Transaction are satisfied or waived, Afterpay will seek to obtain the approval of the Court (the date of the hearing of the Court to grant such order is referred to as the “Second Court Date”). Afterpay intends to apply to ASIC for ASIC to provide to the Court a written statement that it has no objection to the Transaction.

Afterpay expects that ASIC will provide to the Court on the Second Court Date a letter stating that ASIC has no objection to the Transaction. The Court will approve the Transaction only if it is satisfied, among other things, that the Transaction is fair and reasonable to persons legitimately interested in the Transaction, including Afterpay shareholders.

If the Court approves the Transaction on the Second Court Date, a copy of the Court’s order will be filed with ASIC and the Scheme will become effective (the “Effective Date”) and binding on all Afterpay shareholders (including those who voted against the resolution to approve the Transaction) on filing of that Court order with ASIC. On the Effective Date, the obligations of Square and Square Sub under the Deed Poll will take effect and be binding.

It is expected that trading in ordinary shares of Afterpay on the ASX will be suspended from the close of trading on the Effective Date of the Scheme, which is expected to be shortly after the date of the Court’s approval on the Second Court Date. The Scheme Record Date (which will be on or about the twenty-fifth business day following the Effective Date, or such other date as is agreed by Afterpay and Square) will be set to determine the Afterpay shareholders who will transfer their Afterpay shares and be entitled to receive the Scheme Consideration. It is scheduled that the Scheme Consideration will be provided to Afterpay shareholders on the fifth business day following the Scheme Record Date (or such other date as agreed between Square and Afterpay) and the Transaction will be implemented on that date.

Under Australia’s Foreign Acquisitions and Takeovers Act 1975 (Cth) (“FATA”), certain transactions may not be completed by a “foreign person” (such as Square and Square Sub) unless notice of it has been given to the Federal Treasurer of Australia (the “Federal Treasurer”) and the Federal Treasurer has either provided notice under the FATA that there is no objection to the proposed acquisition or the statutory period has expired without the Federal Treasurer objecting (“FIRB Approval”). As part of its review, Australia’s Foreign Investment Review Board (“FIRB”) will seek the views of other Australian government agencies, including the Australian Competition and Consumer Commission (“ACCC”).

Square and Square Sub have given notice of the Transaction to the Federal Treasurer and have provided the ACCC with information in relation to the Transaction to assist in its engagement with FIRB.

If the FIRB Approval is not received, or the Federal Treasurer imposes certain conditions on the Transaction that are not acceptable to Square after consultation with Afterpay in most circumstances, the Transaction may not be completed.

Under New Zealand’s Overseas Investment Act 2005 (NZ), certain transactions may not be completed by an “overseas person” (such as Square Sub) unless the New Zealand Overseas Investment Office consents to the transaction.

Square Sub has applied to the New Zealand Overseas Investment Office for consent to implement the Transaction but has not yet received consent under the Overseas Investment Act 2005 (NZ).

If the consent of the New Zealand Overseas Investment Office is not obtained, or is subject to certain conditions that are not acceptable to Square, the Transaction may not be completed.

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), certain transactions may not be completed until each party has filed a Notification and Report Form with the U.S. Department of Justice (the “DOJ”) and with the U.S. Federal Trade Commission (the “FTC”) and the HSR Act’s waiting period has expired or early termination of the waiting period has been granted. The Transaction is subject to the HSR Act.

Square and Afterpay filed the requisite HSR Act Premerger Notification and Report Forms on August 16, 2021, and the applicable waiting period under the HSR Act expired on September 15, 2021.

At any time before or after the Transaction is completed, the DOJ, the FTC, or others (including states and private parties) could attempt to take action under the antitrust laws, including seeking to prevent the Transaction, to rescind the Transaction, or to conditionally approve the completion of the Transaction upon the divestiture of assets of Square and Afterpay. There can be no assurance that the Transaction will be completed. The Transaction could be prevented from occurring if challenged successfully on antitrust grounds.

The indirect transfer of the Spanish subsidiaries of Afterpay (Clearpay, S.A.U. and Clearpay Technology, S.L.U.) (“Spanish Subsidiaries”) as a result of the Scheme is subject to foreign investment regulation in Spain under Article 7 bis of Act 19/2003, 4 July (“on the legal framework of capital movements and foreign economic transactions and on certain measures to prevent money laundering”). Square must obtain (i) written authorization of the indirect transfer of the Spanish Subsidiaries pursuant to the Transaction from the Spanish Council of Ministers (Consejo de Ministros), or any other competent public authority, in relation to the application of Article 7 bis of Act 19/2003, 4 July (“on the legal framework of capital movements and foreign economic transactions and on certain measures to prevent money laundering”) or (ii) written confirmation from the Deputy General Directorate of Foreign Investments (“Subdirección General de Inversiones Exteriores”), or any other competent public authority, that the authorization by the Spanish Council of Ministers is not required in respect of the indirect transfer of the Spanish Subsidiaries pursuant to the Scheme.

If the authorization is not granted or the above mentioned confirmation is not received prior to implementation of the Transaction, the indirect transfer of the Spanish Subsidiaries will not be valid and will have no legal effect, and the Transaction may not be completed.

The indirect transfer of the Spanish Subsidiaries as a result of the Scheme is subject to the prior non-opposition of the Bank of Spain. The Transaction may not be completed until (i) Square has received written confirmation from the Bank of Spain in accordance with section 17 of Royal Decree-law 19/2018 and section 25 of Royal Decree 84/2015 (mutatis mutandis for payment institutions) that it has no objection to the indirect transfer of the Spanish Subsidiaries pursuant to the Scheme; (ii) the receipt of written confirmation from the Bank of Spain that clearance of the indirect transfer of the Spanish Subsidiaries pursuant to the Scheme is not required pursuant to either section 17 of Royal Decree-law 19/2018 or section 25 of Royal Decree 84/2015; or (iii) the expiry of any waiting period for authorization pursuant to section 25.5 of Royal Decree 84/2015 applicable to the indirect transfer of the Spanish Subsidiaries pursuant to the Scheme, without an express objection to such transfer from the Bank of Spain.

If the Bank of Spain imposes certain conditions on the Transaction that are not acceptable to Square, or the Bank of Spain objects to the Transaction, the Transaction may not be completed.

Square has agreed to obtain listing approval from the NYSE for the New Square Shares that will be issued in the Transaction. Square has also agreed to establish a secondary listing on the ASX to allow Afterpay shareholders to trade the New Square CDIs on the ASX.

Where an Afterpay shareholder has a registered address in Australia or New Zealand, that Afterpay shareholder will receive New Square CDIs that will be tradable on the ASX, but may elect to receive that consideration in the form of New Square Shares.

Where an Afterpay shareholder’s address on the Afterpay register is located outside of Australia and New Zealand, that Afterpay shareholder will receive New Square Shares that will be tradable on the NYSE, but may elect to receive New Square CDIs.

An Afterpay shareholder will be an “Ineligible Foreign Shareholder” for the purposes of the Scheme if, at 5:00 p.m. (Australian Eastern Time) on the Scheme Record Date, such shareholder is (or is acting on behalf of) a citizen or resident of a jurisdiction other than residents of Australia and its external territories, Canada, Hong

Kong, New Zealand, Singapore, Switzerland, United Kingdom and the United States or such shareholder’s address on Afterpay’s share register is a place outside Australia and its external territories, Canada, Hong Kong, New Zealand, Singapore, Switzerland, United Kingdom, and the United States, unless, in each case, Square determines that it is lawful and not unduly onerous or unduly impracticable to issue the Scheme Consideration to such Afterpay shareholder and that it is lawful for such Afterpay shareholder to participate in the Scheme by the law of such jurisdiction.

With respect to the Scheme Consideration otherwise payable to an Ineligible Foreign Shareholder, in lieu of issuing any Scheme Consideration to such Ineligible Foreign Shareholder, Square will issue the Scheme Consideration to a nominee appointed by Square. Such nominee will sell or procure the sale of such Scheme Consideration in the ordinary course of trading on NYSE as soon as reasonably practicable and in any event within 15 business days after the Implementation Date and remit the proceeds, net of any applicable brokerage, stamp duty and other selling costs, taxes, and charges, to Square. Promptly after the last such sale, Square will remit the proportional amount of such proceeds to each Ineligible Foreign Shareholder. None of Afterpay, Square or the nominee gives any assurance as to the price that will be achieved for the sale of the Scheme Consideration and the sale of the Scheme Consideration will be at the risk of the Ineligible Foreign Shareholder.

Under Delaware law, holders of shares of Square common stock are not entitled to appraisal rights in connection with the Transaction or any of the matters to be acted on at the Special Meeting.

As more fully described in this proxy statement and in the Transaction Agreement, the Scheme will not become effective, and the obligations of Square, Square Sub and Afterpay to complete the Transaction are not binding, until each of the following conditions precedent, among others, is satisfied (or waived to the extent permissible):

The Transaction Agreement restricts Afterpay’s ability to solicit competing proposals from third parties, to negotiate with a third party regarding any agreement, understanding or arrangement that could reasonably be expected to lead to a competing proposal, and to provide non-public information to third parties regarding competing proposals and, in the case of its board of directors, to change its recommendation in favor of the Transaction. Notwithstanding this obligation, Afterpay may under certain circumstances furnish information to and engage in discussions or negotiations with third parties with respect to unsolicited competing proposals if Afterpay’s board of directors determines in good faith after receiving advice from its financial and external legal advisers that (1) the competing proposal is or would reasonably be expected to become an superior proposal and (2) failing to respond to the competing proposal would constitute a breach of Afterpay’s board of directors’ fiduciary or statutory obligations. Afterpay’s board of directors may also change its recommendation in certain circumstances.

The Transaction Agreement may be terminated by either Square or Afterpay:

Afterpay may terminate the Transaction Agreement before 8:00 a.m. (Australian Eastern Time) on the Second Court date if its board of directors determines, after completion of the process outlined under “The Transaction Agreement, Scheme and Deed Poll—Exclusivity,” that an Afterpay Competing Transaction is an Afterpay Superior Proposal (each as defined under “The Transaction Agreement, Scheme and Deed Poll—Exclusivity”), provided that there has not been a material breach by Afterpay of its exclusivity obligations.