UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
| ☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| ☐ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| ☒ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report: March 17, 2022
Commission File Number: 001-41330
PropertyGuru Group Limited
(Exact name of Registrant as specified in its charter)
| Not applicable | Cayman Islands | |
| (Translation of Registrant’s name into English) | (Jurisdiction of incorporation or organization) |
Hari Vembakkam Krishnan
Paya Lebar Quarter 1
Paya Lebar Link
#12-01/04
Singapore 408533
+65 6238 5971
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of exchange on which registered | ||
| Ordinary shares, par value $0.0001 per share | PGRU | The New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the shell company report:
As of March 17, 2022, the registrant has 161,210,560 ordinary shares outstanding.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | Non-accelerated filer | ☒ | |||||
| Emerging growth company | ☒ | |||||||||
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting over Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☐ | International Financial Reporting Standards as issued | ☒ | Other ☐ | |||||
| by the International Accounting Standards Board |
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☐
TABLE OF CONTENTS
| Page | ||||||
| 1 | ||||||
| 2 | ||||||
| Item 1. |
Identity of Directors, Senior Management and Advisers | 4 | ||||
| Item 2. |
Offer Statistics and Expected Timetable | 4 | ||||
| Item 3. |
Key Information | 4 | ||||
| Item 4. |
Information on the Company | 5 | ||||
| Item 4A. |
Unresolved Staff Comments | 5 | ||||
| Item 5. |
Operating and Financial Review and Prospects | 6 | ||||
| Item 6. |
Directors, Senior Management and Employees | 6 | ||||
| Item 7. |
Major Shareholders and Related Party Transactions | 6 | ||||
| Item 8. |
Financial Information | 8 | ||||
| Item 9. |
The Offer and Listing | 8 | ||||
| Item 10. |
Additional Information | 9 | ||||
| Item 11. |
Quantitative and Qualitative Disclosures About Market Risk | 11 | ||||
| Item 12. |
Description of Securities Other Than Equity Securities | 11 | ||||
| 11 | ||||||
| 11 | ||||||
| Item 17. |
Financial Statements | 11 | ||||
| Item 18. |
Financial Statements | 11 | ||||
| Item 19. |
Exhibits | 11 | ||||
On March 17, 2022 (the “Closing Date”), PropertyGuru Group Limited, a Cayman Islands exempted company limited by shares (“PubCo”), consummated the previously announced business combination pursuant to the Business Combination Agreement, dated as of July 23, 2021 (the “Business Combination Agreement”), by and among PubCo, Bridgetown 2 Holdings Limited, a Cayman Islands exempted company limited by shares (“Bridgetown 2”), B2 PubCo Amalgamation Sub Pte. Ltd., a Singapore private company limited by shares and a direct wholly-owned subsidiary of PubCo (“Amalgamation Sub”) and PropertyGuru Pte. Ltd., a Singapore private company limited by shares (“PropertyGuru”).
The Business Combination Agreement provided for, among other things, the following transactions: (i) Bridgetown 2 would merge with and into PubCo (the “Merger”), with PubCo being the surviving entity; and (ii) following the Merger, Amalgamation Sub and PropertyGuru would amalgamate and continue as one company, with PropertyGuru being the surviving entity and becoming a wholly-owned subsidiary of PubCo (the “Amalgamation”). The Merger, the Amalgamation and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination.”
The Business Combination was consummated on March 17, 2022. The transaction was unanimously approved by Bridgetown 2’s Board of Directors and was approved at the extraordinary general meeting of Bridgetown 2’s shareholders held on March 15, 2022, or the “Extraordinary General Meeting”. BT2’s shareholders also voted to approve all other proposals presented at the Extraordinary General Meeting.
In accordance with the terms and subject to the conditions of the Business Combination Agreement, (i) each issued and outstanding PropertyGuru ordinary share was automatically cancelled and converted into such number of newly issued PubCo ordinary shares as determined in accordance with the Business Combination Agreement; (ii) each outstanding PropertyGuru restricted stock unit award was assumed by PubCo and converted into the right to receive restricted stock units based on such number of newly issued PubCo ordinary shares as determined in accordance with the Business Combination Agreement; (iii) each outstanding PropertyGuru option was assumed by PubCo and converted into an option in respect of such number of newly issued PubCo ordinary shares as determined in accordance with the Business Combination Agreement; (iv) each Company Warrant (as defined in the Business Combination Agreement) was assumed by PubCo and converted into a PubCo warrant to purchase such number of newly issued PubCo ordinary shares as determined in accordance with the Business Combination Agreement and pursuant to the Company Warrant Assumption Agreement (as defined in the Business Combination Agreement); (v) each issued and outstanding share of Amalgamation Sub was automatically converted into one Surviving Company Ordinary Share (as defined in the Business Combination Agreement) and accordingly, PubCo shall be the holder of all Surviving Company Ordinary Shares; (vi) each issued and outstanding Bridgetown 2 Class A ordinary share and Class B ordinary share was cancelled and ceased to exist in exchange for one PubCo ordinary share; and (vii) each issued and outstanding Bridgetown 2 private placement warrant was assumed by PubCo and converted into a warrant to purchase one PubCo ordinary share.
As a result of the Business Combination, PropertyGuru has become a wholly-owned subsidiary of PubCo. On March 18, 2022, PubCo ordinary shares commenced trading on the New York Stock Exchange, or “NYSE”, under the symbol “PGRU”.
Concurrently with the execution of the Business Combination Agreement, PubCo and Bridgetown 2 entered into (i) subscription agreements (the “Subscription Agreements”) with certain investors and (ii) a subscription agreement (the “REA Subscription Agreement”) with REA Asia Holding Co. Pty Ltd, an affiliate of REA Group Ltd. (which exercised an existing option to make an equity investment in PropertyGuru). Pursuant to the Subscription Agreements and the REA Subscription Agreement, the investors agreed to subscribe for and purchase, and PubCo agreed to issue and sell to such investors, an aggregate of 13,193,068 PubCo ordinary shares for a purchase price of $10.00 per share, for aggregate gross proceeds of $131,930,680 (the “PIPE Financing”). The PIPE Financing was consummated concurrently with the closing of the Business Combination.
Except as otherwise indicated or required by context, references in this Shell Company Report on Form 20-F (including information incorporated by reference herein, the “Report”) to “we”, “us”, “our”, or “PubCo” refer to PropertyGuru Group Limited, a Cayman Islands exempted company limited by shares, and its consolidated subsidiaries.
1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Report and the information incorporated by reference herein include certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (or the “Exchange Act”). These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Report and include statements regarding Bridgetown 2’s, PubCo’s and PropertyGuru’s intentions, beliefs or current expectations concerning, among other things, the Business Combination, the benefits and synergies of the Business Combination, including anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, strategies, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, the markets in which PropertyGuru operates as well as any information concerning possible or assumed future results of operations of PubCo after the consummation of the Business Combination. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting PropertyGuru and PubCo.
The forward-looking statements contained in this Report are based on PropertyGuru’s and PubCo’s current expectations and beliefs concerning future developments. There can be no assurance that future developments affecting PubCo and/or PropertyGuru will be those that PropertyGuru or PubCo has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond either PubCo’s or PropertyGuru’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. PropertyGuru and PubCo will not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Many factors could cause actual results or performance to be materially different from those expressed or implied by the forward-looking statements in this Report, including among other things:
| • | Developments related to the COVID-19 pandemic, including, among others, with respect to stay-at-home orders, social distancing measures, the success of vaccine rollouts, numbers of COVID-19 cases and the occurrence of new COVID-19 strains that might evade existing control measures and lead to the worsening or extension of adverse economic or movement control measures; |
| • | PropertyGuru’s ability to grow market share in its existing markets or any new markets it may enter; |
| • | PropertyGuru’s ability to execute its growth strategy, manage growth and maintain its corporate culture as it grows; |
| • | PropertyGuru’s ability to successfully execute on acquisitions, integrate acquired businesses and to realize efficiencies or meet growth aspirations inherent in the decision to make a specific acquisition; |
| • | Increased competition in the residential real estate industry in Singapore, Vietnam, Malaysia, Thailand and Indonesia (its “Priority Markets”), the actions of PropertyGuru’s competitors in each of its markets and consequent impact on profitability; |
| • | Declines in residential real estate transaction volumes in PropertyGuru’s Priority Markets; |
| • | Changes in PropertyGuru’s fee structure or rates; |
| • | The failure to realize anticipated efficiencies through PropertyGuru’s technology and business model; |
| • | Costs associated with enhancements of PropertyGuru’s products; |
| • | PropertyGuru’s ability to continue to adjust its offerings to meet market demand, attract users to the PropertyGuru platform and grow its ecosystem; |
2
| • | The regulatory environment and changes in laws, regulations or policies in the jurisdictions in which PropertyGuru operates; |
| • | Political instability in the jurisdictions in which PropertyGuru operates; |
| • | The overall economic environment, the property market and general market and economic conditions in the jurisdictions in which PropertyGuru operates; |
| • | Anticipated technology trends and developments and PropertyGuru’s ability to address those trends and developments with its products and offerings; |
| • | The ability to protect information technology systems and platforms against security breaches (which includes physical and/or cybersecurity breaches either by external actors or rogue employees) or otherwise protect confidential information or platform users’ personally identifiable information; |
| • | The safety, affordability, convenience and breadth of the PropertyGuru platform and offerings; |
| • | Man-made or natural disasters, including war, acts of international or domestic terrorism, civil disturbances, occurrences of catastrophic events and acts of God such as floods, earthquakes, wildfires, typhoons and other adverse weather and natural conditions that affect PropertyGuru’s business or assets; |
| • | The loss of key personnel and the inability to replace such personnel on a timely basis or on acceptable terms; |
| • | Exchange rate fluctuations; |
| • | Changes in interest rates or rates of inflation; |
| • | Legal, regulatory and other proceedings; |
| • | Tax laws and the interpretation and application thereof by tax authorities in the jurisdictions where PropertyGuru operates; |
| • | PubCo’s ability to maintain the listing of its securities on the NYSE following the Business Combination; and |
| • | other factors discussed under the section titled “Risk Factors” in the Proxy Statement and Prospectus (the “Proxy Statement/Prospectus”), part of PubCo’s Registration Statement on Form F-4, as amended (File No. 333-261517) (the “Form F-4”), which section is incorporated herein by reference. |
The foregoing list of factors is not exhaustive. Should one or more of these risks or uncertainties materialize, or should any of PubCo’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. We undertake no obligation, except as required by law, to publicly revise any forward-looking statement to reflect circumstances or events after the date of this Report or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks described in the reports we will file from time to time with the Securities and Exchange Commission (the “SEC”) after the date of this Report.
Although we believe the expectations reflected in the forward-looking statements were reasonable at the time made, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assume responsibility for the accuracy or completeness of any of these forward-looking statements. You should carefully consider the cautionary statements contained or referred to in this section in connection with the forward looking statements contained in this Report and any subsequent written or oral forward-looking statements that may be issued by PubCo or persons acting on its behalf.
3
| ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
A. Directors and Senior Management
Information regarding the directors and executive officers of PubCo after the completion of the Business Combination is included in the Proxy Statement/Prospectus under the section titled “Management of PubCo Following the Business Combination” and is incorporated herein by reference.
The business address for each of the directors and executive officers of PubCo is #12-01/04 Paya Lebar Quarter, 1 Paya Lebar Link, Singapore 408533.
B. Advisers
Latham & Watkins LLP acted as counsel for PropertyGuru, and will act as counsel to PubCo upon and following the consummation of the Business Combination.
Walkers (Singapore) Limited Liability Partnership acted as Cayman Islands counsel for PropertyGuru, and will act as Cayman Islands counsel to PubCo upon and following the consummation of the Business Combination.
C. Auditors
PricewaterhouseCoopers LLP acted as PropertyGuru’s independent registered public accounting firm as of December 31, 2020, December 31, 2019 and January 1, 2019 and for the years ended December 31, 2020 and 2019 and will be PubCo’s independent registered public accounting firm after the consummation of the Business Combination.
| ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE |
Not applicable.
| ITEM 3. | KEY INFORMATION |
A. [Reserved]
B. Capitalization and Indebtedness
The following table sets forth the capitalization of the Company on an unaudited combined basis as of June 30, 2021, after giving effect to the Business Combination.
| As of June 30, 2021 |
(S$ in thousands) |
|||
| Cash and cash equivalents |
364,354 | |||
|
|
|
|||
| Equity: |
||||
| Share capital |
1,074,056 | |||
| Share reserve |
11,808 | |||
| Capital reserve |
785 | |||
| Warrants |
5,742 | |||
| Translation reserve |
(654 | ) | ||
| Accumulated losses/ Retained earnings |
(425,268 | ) | ||
|
|
|
|||
| Total equity |
666,469 | |||
|
|
|
|||
| Debt: |
||||
| Borrowings |
16,286 | |||
|
|
|
|||
| Total debt |
16,286 | |||
|
|
|
|||
| Total capitalization |
682,755 | |||
|
|
|
|||
C. Reasons for the Offer and Use of Proceeds
Not applicable.
4
D. Risk Factors
The risk factors related to the business and operations of PubCo are described in the Proxy Statement/Prospectus under the section titled “Risk Factors” and is incorporated herein by reference.
| ITEM 4. | INFORMATION ON THE COMPANY |
A. History and Development of the Company
PropertyGuru Group Limited, or “PubCo”, is an exempted company limited by shares incorporated under the laws of Cayman Islands on July 14, 2021. PubCo was formed for the sole purpose of entering into and consummating the Business Combination. The principal executive office of PubCo is Paya Lebar Quarter, 1 Paya Lebar Link, #12-01/04, Singapore 408533 and the telephone number of PubCo is +65 6238 5971.
See “Explanatory Note” in this Report for additional information regarding PubCo and the Business Combination. Certain additional information about PubCo is included in the Proxy Statement/Prospectus under the section titled “Information Related to PubCo” and is incorporated herein by reference. The material terms of the Business Combination are described in the Proxy Statement/Prospectus under the section titled “The Business Combination Proposal,” which is incorporated herein by reference.
PubCo is subject to certain of the informational filing requirements of the Exchange Act. Since PubCo is a “foreign private issuer”, it is exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and the officers, directors and principal shareholders of PubCo are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act with respect to their purchase and sale of PubCo’s ordinary shares. In addition, PubCo is not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. public companies whose securities are registered under the Exchange Act. However, PubCo is required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. The SEC also maintains a website at www.sec.gov that contains reports and other information that PubCo files with or furnishes electronically to the SEC.
The website address of PubCo is www.propertygurugroup.com. The information contained on the website does not form a part of, and is not incorporated by reference into, this Report.
B. Business Overview
Prior to the Business Combination, PubCo did not conduct any material activities other than those incidental to its formation and the matters contemplated by the Business Combination Agreement, such as the making of certain required securities law filings. Upon the closing of the Business Combination, PubCo became the direct parent of, and conducts its business through, PropertyGuru, a property technology company in Southeast Asia.
Information regarding PropertyGuru’s business is included in the Proxy Statement/Prospectus under the sections titled “PropertyGuru’s Business” and “PropertyGuru Management’s Discussion and Analysis of Financial Condition and Results of Operations” which are incorporated herein by reference.
C. Organizational Structure
Upon the closing of the Business Combination, PropertyGuru became a direct, wholly-owned subsidiary of PubCo. The organizational chart of PropertyGuru is included on page 229 of the Proxy Statement/Prospectus and is incorporated herein by reference.
D. Property, Plants and Equipment
Information regarding the facilities of PropertyGuru is included in the Proxy Statement/Prospectus under the section titled “PropertyGuru’s Business—Facilities” and is incorporated herein by reference.
| ITEM 4A. | UNRESOLVED STAFF COMMENTS |
None.
5
| ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
Following and as a result of the Business Combination, the business of PubCo is conducted through PropertyGuru, its direct, wholly-owned subsidiary.
The discussion and analysis of the financial condition and results of operations of PropertyGuru is included in the Proxy Statement/Prospectus under the section titled “PropertyGuru Management’s Discussion and Analysis of Financial Condition and Results of Operations”, which is incorporated herein by reference.
| ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
A. Directors and Senior Management
Information regarding the directors and executive officers of PubCo after the closing of the Business Combination is included in the Proxy Statement/Prospectus under the section titled “Management of PubCo Following the Business Combination” and is incorporated herein by reference.
B. Compensation
Information regarding the compensation of the directors and executive officers of PubCo, including a summary of the equity incentive plans to be administered by the PubCo board, is included in the Proxy Statement/Prospectus under the sections titled “Management of PubCo Following the Business Combination—Compensation of Directors and Executive Officers” and Management of PubCo Following the Business Combination—Equity Incentive Plans” and are incorporated herein by reference.
C. Board Practices
Information regarding the board of directors of PubCo is included in the Proxy Statement/Prospectus under the section titled “Management of PubCo Following the Business Combination” and is incorporated herein by reference.
D. Employees
Following and as a result of the Business Combination, the business of PubCo is conducted through PropertyGuru, its direct, wholly-owned subsidiary.
Information regarding the employees of PropertyGuru is included in the Proxy Statement/Prospectus under the section titled “PropertyGuru’s Business—Employees” and is incorporated herein by reference.
E. Share Ownership
Information regarding the ownership of PubCo’s ordinary shares by PubCo’s directors and executive officers is set forth in Item 7.A of this Report.
| ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
A. Major Shareholders
The following table sets forth information relating to the beneficial ownership of PubCo’s ordinary shares as of the Closing Date by:
| • | each person, or group of affiliated persons, known by us to beneficially own more than 5% of outstanding ordinary shares; |
| • | each of our directors; |
| • | each of our named executive officers; and |
| • | all of our directors and executive officers as a group. |
6
Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to, or the power to receive the economic benefit of ownership of, the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares that the person has the right to acquire within 60 days are included, including through the exercise of any option or other right or the conversion of any other security. However, these shares are not included in the computation of the percentage ownership of any other person.
The percentage of PubCo’s ordinary shares beneficially owned is computed on the basis of 161,210,560 ordinary shares issued and outstanding on the Closing Date, after giving effect to the Business Combination and the PIPE Financing.
| Beneficial Owners(1) |
Number of Ordinary Shares |
Percentage of all Ordinary Shares |
||||||
| 5% Shareholders |
||||||||
| TPG Investor Entities(2) |
48,497,728 | 30.1% | ||||||
| KKR Investor(3) |
47,518,535 | 28.8% | ||||||
| REA Asia Holding Co. Pty Ltd(4) |
28,183,294 | 17.5% | ||||||
| Directors and Executive Officers |
||||||||
| Olivier Lim |
295,457 | * | ||||||
| Hari V. Krishnan |
1,262,687 | * | ||||||
| Rachna Bhasin |
— | — | ||||||
| Jennifer Macdonald(5) |
96,217 | * | ||||||
| Stephen Nicholas Melhuish(6) |
2,910,138 | 1.8% | ||||||
| Dominic Picone |
— | — | ||||||
| Ashish Shastry |
— | — | ||||||
| Melanie Wilson(7) |
47,258 | * | ||||||
| Owen Wilson |
— | — | ||||||
| Joe Dische |
378,721 | * | ||||||
| Genevieve Godwin |
168,427 | * | ||||||
| Manav Kamboj |
334,289 | * | ||||||
| Bjorn Sprengers |
425,667 | * | ||||||
| Jeremy Williams |
405,070 | * | ||||||
| All PubCo directors and executive officers as a group (14 individuals) |
6,324,431 | 3.9% | ||||||
| * | Less than 1%. |
| (1) | Unless otherwise noted, the business address of each of those listed in the table above is Paya Lebar Quarter 1, Paya Lebar Link, #12-01/04, Singapore 408533. |
| (2) | Consists of 37,443,401 PubCo ordinary shares directly held by TPG Asia VI SF Pte. Ltd., a company formed under the laws of Singapore, and 11,054,327 PubCo ordinary shares directly held by TPG Asia VI Digs 1 L.P., a Cayman Islands limited partnership (together with TPG Asia VI SF Pte. Ltd., the “TPG Investor Entities”). The sole shareholder of TPG Asia VI SF Pte. Ltd. is TPG Asia VI SF AIV, L.P., a Prince Edward Island limited partnership, whose general partner is TPG Asia GenPar VI, L.P., a Cayman Islands limited partnership (“TPG Asia GenPar VI”), whose general partner is TPG Asia GenPar VI Advisors, Inc., a Cayman Islands exempted company, whose sole shareholder is TPG Operating Group I, L.P., a Delaware limited partnership, whose general partner is TPG Holdings I-A, LLC, a Delaware limited liability company, whose sole member is TPG GPCo, Inc., a Delaware corporation, whose controlling shareholder is TPG Inc., a Delaware corporation, whose shares of Class B common stock (which represent a majority of the combined voting power of the common stock) are held by TPG Group Holdings (SBS), L.P., a Delaware limited partnership, whose general partner is TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company, whose managing member is TPG GP A, LLC, a Delaware limited liability company. The general partner of TPG Asia VI Digs 1 L.P. is TPG Asia VI SPV GP, LLC, a Cayman Islands limited liability company, whose sole member is TPG Asia GenPar VI. TPG GP A, LLC is owned by entities owned by David Bonderman, James G. Coulter and Jon Winkelried. Messrs. Bonderman, Coulter and Winkelried may therefore be deemed to beneficially own the securities held by the TPG Funds. Messrs. Bonderman, Coulter and Winkelried disclaim beneficial ownership of the securities held by the TPG Funds except to the extent of their pecuniary interest therein. The address of each of the TPG Funds, TPG GP A, LLC and Messrs. Bonderman, Coulter and Winkelried is c/o TPG Inc., 301 Commerce Street, Suite 3300, Fort Worth, TX 76102. |
7
| (3) | Consists of 43,475,124 PubCo ordinary shares directly held by the KKR Investor and 4,043,411 PubCo ordinary shares issuable upon exercise of PubCo warrants following PubCo’s assumption of the PropertyGuru Warrants. The sole shareholder of the KKR Investor is Epsilon Asia Holdings I Pte. Ltd., which is majority-controlled by KKR Asia III Fund Investments Pte. Ltd. KKR Asian Fund III L.P. (as the sole shareholder of KKR Asia III Fund Investments Pte. Ltd.); KKR Associates Asia III SCSp (as the general partner of KKR Asian Fund III L.P.); KKR Asia III S.à.r.l. (as the general partner of KKR Associates Asia III SCSp); KKR Asia III Holdings Limited (as the sole shareholder of KKR Asia III S.à.r.l.); KKR Group Partnership L.P. (as the sole shareholder of KKR Asia III Holdings Limited); KKR Group Holdings Corp. (as the general partner of KKR Group Partnership L.P.); KKR & Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.); KKR Management LLP (as the Series I preferred stockholder of KKR & Co. Inc.) and Messrs. Henry R. Kravis and George R. Roberts (as the founding partners of KKR Management LLP) may also be deemed to be the beneficial owners having shared voting power and shared investment power over the securities described in this footnote. The principal business address of each of the entities and persons identified in this footnote, except Mr. Roberts, is c/o Kohlberg Kravis Roberts & Co. L.P., 30 Hudson Yards, Suite 7500, New York, New York 10001. The principal business address for Mr. Roberts is c/o Kohlberg Kravis Roberts & Co. L.P., 2800 Sand Hill Road, Suite 200, Menlo Park, CA 94025. |
| (4) | REA Asia Holding Co. Pty Ltd (“REA”) is a wholly-owned subsidiary of REA Group, an Australian public company limited by shares listed on the Australian Stock Exchange (ASX: REA). The registered address of REA is 511 Church Street, Richmond, Victoria, 3121, Australia. |
| (5) | Consists of 96,717 PubCo ordinary shares held by Hethersett Holdings Pty. Ltd. as trustee for the Selkirk Park Family Trust, a trust that was established for the benefit of Ms. Macdonald. The registered address of Hethersett Holdings Pty. Ltd. is 2A Brandling Lane, Alexandria, NSW2015, Australia. |
| (6) | Includes 187,730 PubCo ordinary shares held as trustee for The Jaemily Trust, with respect to which Mr. Melhuish may be deemed to beneficially own. Mr. Melhuish disclaims beneficial ownership of the PubCo ordinary shares held as trustee for The Jaemily Trust. |
| (7) | Ms. Wilson has shared voting and investment power with Mr. Paul Wilson with respect to 22,709 PubCo ordinary shares beneficially owned by Ms. Wilson. |
B. Related Party Transactions
Information regarding certain related party transactions is included in the Proxy Statement/Prospectus under the section titled “Certain Relationships and Related Person Transactions” and is incorporated herein by reference.
C. Interests of Experts and Counsel
Not applicable.
| ITEM 8. | FINANCIAL INFORMATION |
A. Consolidated Statements and Other Financial Information
Consolidated Financial Statements
See Item 18 of this Report for consolidated financial statements and other financial information.
Legal and Arbitration Proceedings
Following and as a result of the Business Combination, the business of PubCo is conducted through PropertyGuru, its direct, wholly-owned subsidiary. Information regarding legal proceedings involving PropertyGuru is included in the Proxy Statement/Prospectus under the section titled “PropertyGuru’s Business—Legal Proceedings” and is incorporated herein by reference.
Dividend Policy
Following and as a result of the Business Combination, the business of PubCo is conducted through PropertyGuru, its direct, wholly-owned subsidiary. Information regarding PubCo’s dividend policy is included in the Proxy Statement/Prospectus under the section titled “Description of PubCo Securities—Dividends” and is incorporated herein by reference.
B. Significant Changes
None.
| ITEM 9. | THE OFFER AND LISTING |
A. Offer and Listing Details
NYSE Listing of PubCo ordinary shares
PubCo’s ordinary shares are listed on NYSE under the symbol PGRU. Holders of PubCo ordinary shares should obtain current market quotations for their securities. There can be no assurance that the PubCo ordinary shares will remain listed on NYSE. If PubCo fails to comply with the NYSE listing requirements, the PubCo ordinary shares could be delisted from NYSE. A delisting of the PubCo ordinary shares will likely affect their liquidity and could inhibit or restrict the ability of PubCo to raise additional financing.
8
Lock-up Agreements
Information regarding the lock-up restrictions applicable to the PubCo ordinary shares and PubCo warrants held by Bridgetown 2 LLC (the “Sponsor”) and certain shareholders and executives of PropertyGuru, including its principal shareholders and key executives, is included in the Proxy Statement/Prospectus under the section titled “Shares Eligible for Future Sale—Lock-Up Agreements” and is incorporated herein by reference.
B. Plan of Distribution
Not applicable.
C. Markets
PubCo’s ordinary shares are listed on NYSE under the symbol PGRU. There can be no assurance that the PubCo ordinary shares will remain listed on NYSE. If PubCo fails to comply with the NYSE listing requirements, the PubCo ordinary shares could be delisted from NYSE. A delisting of the PubCo ordinary shares will likely affect their liquidity and could inhibit or restrict the ability of PubCo to raise additional financing.
D. Selling Shareholders
Not Applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
| ITEM 10. | ADDITIONAL INFORMATION |
A. Share Capital
We are authorized to issue 500,000,000 PubCo ordinary shares of $0.0001 par value each.
As of March 17, 2022, subsequent to the closing of the Business Combination, there were 161,210,560 PubCo ordinary shares outstanding.
Information regarding our share capital is included in the Proxy Statement/Prospectus under the section titled “Description of PubCo Securities” and is incorporated herein by reference.
B. Memorandum and Articles of Association
Information regarding certain material provisions of the articles of association of PubCo is included in the Proxy Statement/Prospectus under the section titled “Description of PubCo Securities” and is incorporated herein by reference.
C. Material Contracts
Information regarding certain material contracts is included in the Proxy Statement/Prospectus under the sections titled “The Business Combination Proposal—The Business Combination Agreement”, “The Business Combination Proposal—Related Agreements” and “Certain Relationships and Related Person Transactions” which are incorporated herein by reference.
9
D. Exchange Controls
There are no governmental laws, decrees, regulations or other legislation in the Cayman Islands that may affect the import or export of capital, including the availability of cash and cash equivalents for use by PubCo, or that may affect the remittance of dividends, interest, or other payments by PubCo to non-resident holders of its ordinary shares. There is no limitation imposed by the laws of Cayman Islands or in PubCo’s articles of association on the right of non-residents to hold or vote shares.
E. Taxation
Information regarding certain U.S. tax consequences of owning and disposing of PubCo ordinary shares and warrants is included in the Proxy Statement/Prospectus under the section titled “Material Tax Considerations—United States Federal Income Tax Considerations” and is incorporated herein by reference.
F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
The financial statements for Bridgetown 2 Holdings Limited as of December 31, 2020 and for the period from June 24, 2020 (inception) through December 31, 2020, have been incorporated by reference herein in reliance upon the report of Withum, Smith + Brown, PC, an independent registered public accounting firm, incorporated by reference herein, and upon the authority of such firm as an expert in accounting and auditing.
The financial statements of PropertyGuru Pte. Ltd. as of December 31, 2020, December 31, 2019 and January 1, 2019, and for the years ended December 31, 2020 and 2019, incorporated in this Shell Company Report on Form 20-F by reference to the Registration Statement on Form F-4 (File No. 333-261517) of PropertyGuru Group Limited filed on January 24, 2022 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
The combined financial statements of the Panama Group (as defined in the Form F-4) at December 31, 2020 and 2019, and for each of the two years in the period ended December 31, 2020, have been incorporated by reference herein in reliance upon the report from Ernst & Young PLT, independent auditors, incorporated by reference herein, given on their authority as experts in accounting and auditing.
H. Documents on Display
PubCo is subject to certain of the informational filing requirements of the Exchange Act. Since PubCo is a “foreign private issuer”, it is exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and the officers, directors and principal shareholders of PubCo are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act with respect to their purchase and sale of PubCo ordinary shares. In addition, PubCo is not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. public companies whose securities are registered under the Exchange Act. However, PubCo is required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. The SEC also maintains a website at www.sec.gov that contains reports and other information that PubCo files with or furnishes electronically to the SEC. You may read and copy any report or document we file, including the exhibits, at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.
PubCo’s ordinary shares and warrants are quoted on The New York Stock Exchange. Information about PubCo is also available on our website at www.propertygurugroup.com. Our website and the information contained therein or connected thereto will not be deemed to be incorporated into this Report and you should not rely on any such information in making your decision whether to purchase our ordinary shares.
I. Subsidiary Information
Not applicable.
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| ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Following and as a result of the Business Combination, the business of PubCo is conducted through PropertyGuru, its direct, wholly-owned subsidiary. Information regarding quantitative and qualitative disclosure about market risk is included in the Proxy Statement/Prospectus under the section titled “PropertyGuru Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures about Market Risk” and is incorporated herein by reference.
| ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
Information pertaining to PubCo’s warrants is set forth in the Proxy Statement/Prospectus under the section titled “Description of PubCo’s Securities—Warrants” and is incorporated herein by reference.
Not applicable.
| ITEM 17. | FINANCIAL STATEMENTS |
See Item 18.
| ITEM 18. | FINANCIAL STATEMENTS |
PropertyGuru’s audited consolidated financial statements as of December 31, 2020, December 31, 2019 and January 1, 2019 and for the years ended December 31, 2020 and 2019 and unaudited interim condensed consolidated financial statements as of June 30, 2021 and for the six months ended June 30, 2021 and 2020 are incorporated by reference to pages F-2–F-93 in the Form F-4.
Bridgetown 2’s audited financial statements as of December 31, 2020 and for the period from June 24, 2020 (inception) through December 31, 2020 and unaudited financial statements as of September 30, 2021 and for the nine months ended September 30, 2021 are incorporated by reference to pages F-94–F-129 in the Form F-4.
The Panama Group (as defined in the Form F-4)’s audited combined financial statements for the years ended December 31, 2020 and 2019 and as of December 31, 2020 and 2019 and unaudited combined financial statements for the six months ended June 30, 2021 and 2020 and as of June 30, 2021 are incorporated by reference to pages F-130–F-186 in the Form F-4.
The unaudited pro forma condensed combined financial statements of PubCo are attached as Exhibit 15.1 to this Report.
| ITEM 19. | EXHIBITS |
11
12
Description Filed herewith 13
SIGNATURES The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that
it has duly caused and authorized the undersigned to sign this report on its behalf. /s/ Hari Vembakkam Krishnan 14
Exhibit
Number
15.1*
Unaudited Pro Forma Condensed Combined Financial Information of PubCo.
15.2*
Consent of PricewaterhouseCoopers LLP.
15.3*
Consent of WithumSmith+Brown, PC.
15.4*
Consent of Ernst & Young PLT.
(*)
PROPERTYGURU GROUP LIMITED
Date: March 23, 2022
By:
Name:
Hari Vembakkam Krishnan
Title:
Chief Executive Officer and Managing Director
Exhibit 1.1
THE COMPANIES ACT (AS AMENDED)
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
PROPERTYGURU GROUP LIMITED
(ADOPTED BY SPECIAL RESOLUTION DATED 23 JULY 2021 AND EFFECTIVE ON 16 MARCH 2022)
THE COMPANIES ACT (AS AMENDED)
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION
OF
PROPERTYGURU GROUP LIMITED
(ADOPTED BY SPECIAL RESOLUTION DATED 23 JULY 2021 AND EFFECTIVE ON 16 MARCH 2022)
| 1. | The name of the company is PropertyGuru Group Limited (the “Company”). |
| 2. | The registered office of the Company will be situated at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands or at such other location as the Directors may from time to time determine. |
| 3. | The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies Act (as amended) of the Cayman Islands (the “Companies Act”). |
| 4. | The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by Section 27(2) of the Companies Act. |
| 5. | The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands. |
| 6. | The liability of the shareholders of the Company is limited to the amount, if any, unpaid on the shares respectively held by them. |
| 7. | The authorised share capital of the Company is US$50,000 divided into 500,000,000 Ordinary shares with a nominal or par value of US$0.0001 each provided always that subject to the Companies Act and the Articles of Association the Company shall have power to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided. |
| 8. | The Company may exercise the power contained in Section 206 of the Companies Act to deregister in the Cayman Islands and be registered by way of continuation in some other jurisdiction. |
1
TABLE OF CONTENTS
| CLAUSE | PAGE | |||
| TABLE A |
1 | |||
| INTERPRETATION |
1 | |||
| PRELIMINARY |
10 | |||
| SHARES |
10 | |||
| MODIFICATION OF RIGHTS |
11 | |||
| CERTIFICATES |
11 | |||
| FRACTIONAL SHARES |
11 | |||
| LIEN |
12 | |||
| CALLS ON SHARES |
12 | |||
| FORFEITURE OF SHARES |
13 | |||
| TRANSFER OF SHARES |
14 | |||
| RESTRICTIONS ON TRANSFER OF SHARES BY SHAREHOLDER PARTIES |
15 | |||
| REA ROFO IN A DRAG SALE |
17 | |||
| DRAG-ALONG RIGHT |
22 | |||
| TRANSMISSION OF SHARES |
24 | |||
| ALTERATION OF SHARE CAPITAL |
25 | |||
| REDEMPTION, PURCHASE AND SURRENDER OF SHARES |
25 | |||
| TREASURY SHARES |
26 | |||
| GENERAL MEETINGS |
26 | |||
| NOTICE OF GENERAL MEETINGS |
27 | |||
i
ii
iii
THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF PROPERTYGURU GROUP
LIMITED (ADOPTED BY SPECIAL RESOLUTION DATED 23 JULY 2021 AND EFFECTIVE ON 16 MARCH, 2022) TABLE A The Regulations
contained or incorporated in Table ‘A’ in the First Schedule of the Companies Act shall not apply to PropertyGuru Group Limited (the “Company”) and the following Articles shall comprise the Articles of Association of the
Company. INTERPRETATION In these Articles the following defined terms will have the meanings ascribed to them, if not inconsistent with
the subject or context: “99.co Board” has the meaning given in Article 87. “Affiliate” means, with respect to any specified person, any person that directly or indirectly through one or more
intermediaries controls, or is controlled by, or is under common control with, such specified person, including, in the case of the TPG Investor and the KKR Investor, any and all entities or vehicles that are managed and/or advised by any of the TPG
Investor’s Affiliates or the KKR Investor’s Affiliates respectively; provided that the Company and each of its Subsidiaries shall be deemed not to be Affiliates of the TPG Investor Entities or the KKR Investor. As used in this definition
of “Affiliate”, the word “control” (including its correlative meanings, “controlled by”, “controlling” and “under common control with”) shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting securities, by contract or otherwise. “Alternative Consideration” means consideration offered by a Purchaser that is not in the form of cash or Readily Marketable
Securities. “Annual Budget” means the annual budget for each financial year which will be submitted to the Board for its
approval and adoption prior to the beginning of each financial year. “Applicable Law” means any legislation, statute,
act, decree, rule, order, treaty, directive, regulation, subsidiary or subordinate legislation, code, judgment, order, statutory guidance note, circular, decree, directive, code of practice, notice or announcement or any other law (including
1
common law, securities laws and regulations or listing rules), or any interpretation thereof, which is binding on a party which has been enacted, issued or promulgated by any Governmental Body or
any order, judgment or decree of any court with jurisdiction over the relevant party. “Approved Investment Bank” means
any of the following investment banks, including affiliates and successors thereof: Bank of America Corp, UBS, Goldman Sachs and Co., Morgan Stanley Incorporated, J.P. Morgan, Credit Suisse, CITIGROUP, Deutsche Bank and any other internationally
recognised investment bank as agreed between the TPG Investor Entities (as a group), the KKR Investor and REA (each acting reasonably). “Articles” means these articles of association of the Company, as amended or substituted from time to time. “Board” means the board of Directors of the Company from time to time. “Board Observer” shall have the meaning ascribed to it in Article 95. “Branch Register” means any branch Register of such category or categories of Members as the Company may from time to time
determine. “Business Day” means a day on which banks are open for ordinary banking business in Singapore, the Cayman
Islands and New York (excluding Saturdays, Sundays and public holidays). “Cash Consideration” shall have the meaning
ascribed to it in Article 45(c)(iii). “Chairman” means chairman of the Board, who shall be a Director recommended by the
Nominating Committee to the Board to be appointed as the chairman of the Board and approved by a simple majority vote of the Board, provided that any two Directors may request that instead of the aforementioned Board approval by a simple majority
vote, the Chairman shall be elected by Ordinary Resolution. “Class” or “Classes” means any class or
classes of Shares as may from time to time be issued by the Company. “Code” means U.S. Internal Revenue Code of 1986, as
amended. “Companies Act” means the Companies Act (as amended) of the Cayman Islands. “Designated Stock Exchange” means any national securities exchange or automated quotation system on which the Company’s
securities are traded, including but not limited to the New York Stock Exchange. “Directors” means the directors of the
Company for the time being, including any duly appointed alternate, or as the case may be, the directors assembled as a board or as a committee thereof. 2
“Drag-Along Shareholders” shall have the meaning ascribed to it in Article
45. “Drag Notice” shall have the meaning ascribed to it in Article 45. “Drag Sale” shall have the meaning ascribed to it in Article 45. “Drag Sale Transferor” shall have the meaning ascribed to it in Article 44. “Dragging Shareholder” shall have the meaning ascribed to it in Article 45. “Encumbrance” includes any mortgage, assignment, debenture, lien, hypothecation, charge, pledge, adverse claim, rent-charge,
title retention, claim, equity, option, pre-emption right, right to acquire, security agreement and security interest or other right or encumbrance of whatever nature and “Encumbrances” shall
be construed accordingly. “Existing Major Shareholders” shall have the meaning ascribed to it in Article 45(d). “Fair Market Value” means, in respect of Alternative Consideration, the fair market value of such Alternative Consideration as
agreed between: (i) the selling Shareholder(s) (as a group), and (ii) the Shareholders electing to receive the Cash Consideration (as a group), or, failing such agreement, each of (a) the selling Shareholder(s) (as a group), and
(b) the Shareholders electing to receive the Cash Consideration (as a group) shall appoint an Approved Investment Bank to calculate the fair market value of such Alternative Consideration and the simple average of the two valuations shall be
the fair market value, provided that if the two valuations deviate by more than 10 per cent., the two Approved Investment Banks shall jointly nominate (and the Company shall appoint) a third Approved Investment Bank to determine the fair market
value, which shall be final and binding on the aforesaid Shareholders in the absence of fraud and manifest error. “Fund
Investor” has the meaning given in Article 43(d). “Governmental Body” means any foreign, federal, state,
provincial, local or other court, governmental authority, tribunal, commission or regulatory body or self-regulatory body (including any securities exchange), or any political or other subdivision, department, agency or branch of any of the
foregoing. “Group” means the Company and its Subsidiaries from time to time, including any Subsidiaries where, due to
local law requirements the majority owner(s) is/are local shareholder(s) falling outside of the Group, and “Group Company” means any one of them. “Group Business” means the business carried on by the Group, being, subject to Articles 86 and 98: the provision of internet based platforms for (a) persons or companies interested, for commercial or for
private purposes, in selling, acquiring, renting or leasing real estate, or 3
the provision of online mortgage, insurance and services marketplace products and advertising, process
automation, data analytics and software solutions for the property, automotive and general classifieds or related industries, in Singapore, Malaysia, Indonesia, Thailand, Vietnam, Brunei, Cambodia, Laos, Myanmar and the Philippines (collectively, the South East Asia
region)). “Investor Personal Rights” means the rights specified as applying to a named Shareholder Party as are set out
in Articles 87 and 95, and as regards REA only, Article 44. “KKR Investor” means Epsilon Asia Holdings II Pte.
Ltd. “KKR Investor Director” means any Director appointed by the KKR Investor pursuant to Article 87. “Losses” means all costs, losses, liabilities, damages, claims, demands, proceedings, expenses, penalties and legal and other
professional fees, including any diminution of value. “Major Shareholder” means a Shareholder holding at least five per
cent. of the Shares outstanding at any time provided always that in relation to the TPG Investor Entities, each TPG Investor Entity would be a Major Shareholder for as long as the TPG Investor Entities, in aggregate, hold at least five per cent. of
the Shares outstanding at any time. “Memorandum of Association” means the memorandum of association of the Company, as
amended or substituted from time to time. “Necessary Action” means (i) with respect to the Company, taking all
reasonable actions, and (ii) with respect to a Shareholder Party, taking all reasonable actions within its power and rights as a Shareholder, in each case that are necessary to procure an outcome, including as regards a Shareholder Party, by
exercising all its rights as a Shareholder, and procuring that the Director nominated by it take all reasonable action and use all their rights as directors, subject always to the Director’s fiduciary duties, including calling (if necessary)
and attending all shareholders’ meetings and exercising the votes attached to its Shares “Non-Investor Director” has the meaning given in Article 90. “NWS” means News Corporation. “NWS Group” means NWS and its Subsidiaries other than REA Listco and its Subsidiaries. 4
“Office” means the registered office of the Company as required by the
Companies Act. “Officers” means the officers for the time being and from time to time of the Company. “Ordinary Resolution” means a resolution: passed by a simple majority of such Shareholders as, being entitled to do so, vote in person or, where proxies
are allowed, by proxy at a general meeting of the Company and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Shareholder is entitled; or approved in writing by a simple majority of such Shareholders entitled to vote at a general meeting of the
Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed.
“paid up” means paid up as to the par value in respect of the issue of any Shares and includes Shares
credited as paid up. “Person” means any natural person, firm, company, joint venture, partnership, corporation,
association or other entity (whether or not having a separate legal personality) or any of them as the context so requires, other than in respect of a Director or Officer in which circumstances Person shall mean any person or entity permitted to act
as such in accordance with the laws of the Cayman Islands. “Principal Register”, where the Company has established one or
more Branch Registers pursuant to the Companies Act and these Articles, means the Register maintained by the Company pursuant to the Companies Act and these Articles that is not designated by the Directors as a Branch Register. “Public Shareholder ROFO Notice” shall have the meaning ascribed to it in Article 44. “Public Shareholder ROFO Participation Notice” shall have the meaning ascribed to it in Article 44. “Public Shareholder ROFO Response Period” shall have the meaning ascribed to it in Article 44. “Public Shareholder ROFO Right” shall have the meaning ascribed to it in Article 44. “Public Shareholder ROFO Securities” shall have the meaning ascribed to it in Article 44. “Public Supporting Shareholders” shall have the meaning ascribed to it in Article 44. 5
“Purchaser” means a bona fide arm’s length third party buyer
that is not a Shareholder or an Affiliate of a Shareholder or the Company. “Readily Marketable Securities” means
securities that are listed on such international stock exchange as may be approved in advance by both the TPG Investor and the KKR Investor. “REA” means REA Asia Holding Co. Pty Ltd. “REA Entry Price” means US$6.40 (as adjusted for any dividends, share splits, consolidations or
sub-divisions from time to time). “REA Floor Price” means the higher of:
(i) the REA Entry Price; and (ii) the ROFO Application Price offered by REA (if any) (in each case as adjusted for any dividends, share splits, consolidations or sub-divisions from time to time).
“REA Investor Director” means any Director appointed by REA pursuant to Article 87. “REA Listco” means REA Group Limited. “REA ROFO Default” shall have the meaning ascribed to it in Article 44. “Register” means the register of Members of the Company required to be kept pursuant to the Companies Act and includes any
Branch Register(s) established by the Company in accordance with the Companies Act. “ROFO Acceptance Notice” shall have
the meaning ascribed to it in Article 44. “ROFO Application” shall have the meaning ascribed to it in Article 44. “ROFO Application Price” shall have the meaning ascribed to it in Article 44. “ROFO Drag-Along Notice” shall have the meaning ascribed to it in Article 44. “ROFO Drag-Along Shareholders” shall have the meaning ascribed to it in Article 44. “ROFO Notice” shall have the meaning ascribed to it in Article 44. “ROFO Notice Despatch Date” shall have the meaning ascribed to it in Article 44. “ROFO Notice Period” shall have the meaning ascribed to it in Article 44. “ROFO Response Notice” shall have the meaning ascribed to it in Article 44. 6
“ROFO Response Expiration Date” shall have the meaning ascribed to it in
Article 44. “ROFO Securities” shall have the meaning ascribed to it in Article 44. “ROFO Completion Deadline” shall have the meaning ascribed to it in Article 44. “ROFO Signing Deadline” shall have the meaning ascribed to it in Article 44. “ROFO Third Party Transfer Period” shall have the meaning ascribed to it in Article 44. “Seal” means the common seal of the Company (if adopted) including any facsimile thereof. “Secretary” means any Person appointed by the Directors to perform any of the duties of the secretary of the Company. “Securities” has the meaning given in Article 39. “Share” means a share in the capital of the Company. All references to “Shares” herein shall be deemed to be Shares
of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression “Share” shall include a fraction of a Share. “Shareholder” or “Member” means a Person who is registered as the holder of Shares in the Register and
includes each subscriber to the Memorandum of Association pending entry in the Register. “Shareholders Agreement” means
the shareholders’ agreement in respect of the Company made between the TPG Investor Entities, the KKR Investor, REA, REA Listco and the Company dated on or around March 16, 2022. “Shareholder Parties” means Shareholders who are party to the Shareholders Agreement from time to time (including any person
who executes a joinder agreement in accordance with the terms of the Shareholders Agreement) and “Shareholder Party” shall mean any one of them. “Shareholding Percentage” means in each case, in relation to any Shareholder and at any time, the total number of ordinary
shares held by that Shareholder at that time expressed as a percentage of all the issued ordinary shares in the capital of the Company as at that time (on an as-converted basis, where applicable). “Share Premium Account” means the share premium account established in accordance with these Articles and the Companies Act.
“signed” means bearing a signature or representation of a signature affixed by mechanical means. 7
“Special Resolution” means a special resolution of the Company passed in
accordance with the Companies Act, being a resolution: passed by a majority of not less than two-thirds of such Shareholders
as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given and where a poll
is taken regard shall be had in computing a majority to the number of votes to which each Shareholder is entitled; or approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or
more instruments each signed by one or more of the Shareholders and the effective date of the special resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed.
“Subsidiary” means, with respect to any specified Person, any person that is directly or indirectly
through one or more intermediaries controlled by such specified person, provided that the Company and each of its Subsidiaries shall be deemed not to be Subsidiaries of the TPG Investor Entities or the KKR Investor. As used in this definition of
“Subsidiary”, the word “control” (including its correlative meanings, “controlled by” and “controlling” shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such person, whether through the ownership of voting securities, by contract or otherwise. “TPG Investor” means TPG Asia VI SF Pte. Ltd. “TPG Investor 2” means TPG Asia VI SPV GP LLC, in its capacity as general partner of TPG Asia VI Digs 1 L.P. “TPG Investor Director” means any Director appointed by the TPG Investor Entities pursuant to Article 87. “TPG Investor Entities” means the TPG Investor, TPG Investor 2 and any of their respective Affiliates who are a Shareholder
from time to time (provided that any of the foregoing that ceases to be a Shareholder shall not be considered a TPG Investor Entity). “Transfer” in relation to any Shares or other Securities that are held by a Shareholder Party, includes whether directly or
indirectly; (i) a sale, assignment or transfer; (ii) creating or permitting to subsist any Encumbrance; (iii) creating any trust or conferring any interest; (iv) any agreement, arrangement or understanding in respect of votes or
the right to receive dividends; (v) the renunciation or assignment of any right to subscribe or receive Shares or other Securities or any legal or beneficial interest in Shares or other Securities; (vi) any agreement to do any of the
above, except an agreement to transfer Shares or other Securities which is conditional on compliance with the terms of these Articles; and (vii) the transmission of Shares or other Securities by operation of law. 8
“Transferee” shall have the meaning ascribed to it in Article 42. “Transferring Shareholder” shall have the meaning ascribed to it in Article 42. “Treasury Shares” means Shares that were previously issued but were purchased, redeemed, surrendered or otherwise acquired by
the Company and not cancelled. “Warrants” shall have the meaning ascribed to it in that certain Novation, Assumption and
Amendment Agreement dated as of July 23, 2021, by and among the Company, the KKR Investor and PropertyGuru Pte. Ltd. In these Articles, save where the context requires otherwise: words importing the singular number shall include the plural number and vice versa; words importing the masculine gender only shall include the feminine gender and any Person as the context may
require; the word “may” shall be construed as permissive and the word “shall” shall be construed as
imperative; reference to USD (or $) and to a US cent or cents is reference to dollars of the United States of America;
reference to SGD (or S$) and to a Singapore cent or cents is reference to dollars and cents of the Republic of
Singapore; reference to a statutory enactment shall include reference to any amendment or
re-enactment thereof for the time being in force; reference to any determination by the Directors shall be construed as a determination by the Directors in their
sole and absolute discretion and shall be applicable either generally or in any particular case; and reference to “in writing” shall be construed as written or represented by any means reproducible in
writing, including any form of print, lithograph, email, facsimile, photograph or telex or represented by any other substitute or format for storage or transmission for writing or partly one and partly another. Subject to the preceding Articles, any words defined in the Companies Act shall, if not inconsistent with the
subject or context, bear the same meaning in these Articles. 9
PRELIMINARY The business of the Company may be commenced at any time after incorporation. The Office shall be at such address in the Cayman Islands as the Directors may from time to time determine. The
Company may in addition establish and maintain such other offices and places of business and agencies in such places as the Directors may from time to time determine. The expenses incurred in the formation of the Company and in connection with the offer for subscription and
issue of Shares shall be paid by the Company. Such expenses may be amortised over such period as the Directors may determine and the amount so paid shall be charged against income and/or capital in the accounts of the Company as the Directors shall
determine. The Directors shall keep, or cause to be kept, the Register at such place or (subject to compliance with the
Companies Act and these Articles) places as the Directors may from time to time determine. In the absence of any such determination, the Register shall be kept at the Office. The Directors may keep, or cause to be kept, one or more Branch Registers
as well as the Principal Register in accordance with the Companies Act, provided always that a duplicate of such Branch Register(s) shall be maintained with the Principal Register in accordance with the Companies Act. SHARES Subject to these Articles (including for the avoidance of doubt, Article 86), all Shares for the time being
unissued shall be under the control of the Directors who may: issue, allot and dispose of the same to such Persons, in such manner, on such terms and having such rights and
being subject to such restrictions as they may from time to time determine; and grant options with respect to such Shares and issue warrants or similar instruments with respect thereto;
and, for such purposes, the Directors may reserve an appropriate number of Shares for the time being unissued. The Directors, or the Shareholders by Ordinary Resolution, may authorise the division of Shares into any number
of Classes and sub-classes and the different Classes and sub-classes shall be authorised, established and designated (or
re-designated as the case may be) and the variations in the relative rights (including, without limitation, voting, dividend and redemption rights), restrictions, preferences, privileges and payment
obligations as between the different Classes (if any) may be fixed and determined by the Directors or the Shareholders by Ordinary Resolution. The Company may insofar as may be permitted by law, pay a commission to any Person in consideration of his
subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares. Such commissions may be satisfied by the payment of cash or the lodgement of fully or 10
The Directors may refuse to accept any application for Shares, and may accept any application in whole or in
part, for any reason or for no reason. MODIFICATION OF RIGHTS Whenever the capital of the Company is divided into different Classes (and as otherwise determined by the
Directors in accordance with these Articles) the rights attached to any such Class may, subject to any rights or restrictions for the time being attached to any Class only be materially adversely varied or abrogated with the consent in
writing of the holders of not less than two-thirds of the issued Shares of the relevant Class, or with the sanction of a resolution passed at a separate meeting of the holders of the Shares of such
Class by a majority of two-thirds of the votes cast at such a meeting. To every such separate meeting all the provisions of these Articles relating to general meetings of the Company or to the proceedings
thereat shall, mutatis mutandis, apply, except that the necessary quorum shall be one or more Persons at least holding or representing by proxy one-third in nominal or par value amount of the issued
Shares of the relevant Class (but so that if at any adjourned meeting of such holders a quorum as above defined is not present, those Shareholders who are present shall form a quorum) and that, subject to any rights or restrictions for the time
being attached to the Shares of that Class, every Shareholder of the Class shall on a poll have one vote for each Share of the Class held by him. For the purposes of this Article the Directors may treat all the Classes or any two or
more Classes as forming one Class if they consider that all such Classes would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate Classes. The Directors may vary the rights
attaching to any Class without the consent or approval of Shareholders provided that the rights will not, in the determination of the Directors, be materially adversely varied or abrogated by such action. The rights conferred upon the holders of the Shares of any Class issued with preferred or other rights
shall not, subject to any rights or restrictions for the time being attached to the Shares of that Class, be deemed to be materially adversely varied or abrogated by, inter alia, the creation, allotment or issue of further Shares ranking
pari passu with or subsequent to them or the redemption or purchase of any Shares of any Class by the Company. CERTIFICATES No Person shall be entitled to a certificate for any or all of his Shares, unless the Directors shall determine
otherwise. FRACTIONAL SHARES The Directors may issue fractions of a Share and, if so issued, a fraction of a Share shall be subject to and
carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium, contributions, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without prejudice to
the generality of the foregoing, voting and 11
LIEN The Company has a first and paramount lien on every Share (whether or not fully paid) for all amounts (whether
presently payable or not) payable at a fixed time or called in respect of that Share. The Company also has a first and paramount lien on every Share (whether or not fully paid) registered in the name of a Person indebted or under liability to the
Company (whether he is the sole registered holder of a Share or one of two or more joint holders) for all amounts owing by him or his estate to the Company (whether or not presently payable). The Directors may at any time declare a Share to be
wholly or in part exempt from the provisions of this Article. The Company’s lien on a Share extends to any amount payable in respect of it. Subject to Article 86, the Company may sell, in such manner as the Directors may determine, any Share on which
the Company has a lien, but no sale shall be made unless an amount in respect of which the lien exists is presently payable nor until the expiration of fourteen days after a notice in writing, demanding payment of such part of the amount in respect
of which the lien exists as is presently payable, has been given to the registered holder for the time being of the Share, or the Persons entitled thereto by reason of his death or bankruptcy. For giving effect to any such sale the Directors may authorise some Person to transfer the Shares sold to the
purchaser thereof. The purchaser shall be registered as the holder of the Shares comprised in any such transfer and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any
irregularity or invalidity in the proceedings in reference to the sale. The proceeds of the sale after deduction of expenses, fees and commission incurred by the Company shall be
received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue shall (subject to a like lien for sums not presently payable as existed upon the Shares prior to
the sale) be paid to the Person entitled to the Shares immediately prior to the sale. CALLS ON SHARES The Directors may from time to time make calls upon the Shareholders in respect of any moneys unpaid on their
Shares, and each Shareholder shall (subject to receiving at least fourteen days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on such Shares. The joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof.
If a sum called in respect of a Share is not paid before or on the day appointed for payment thereof, the
Person from whom the sum is due shall pay interest upon the sum at the rate of eight percent 12
The provisions of these Articles as to the liability of joint holders and as to payment of interest shall apply
in the case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the amount of the Share, or by way of premium, as if the same had become
payable by virtue of a call duly made and notified. The Directors may make arrangements on the issue of partly paid Shares for a difference between the
Shareholders, or the particular Shares, in the amount of calls to be paid and in the times of payment. The Directors may, if they think fit, receive from any Shareholder willing to advance the same all or any part
of the moneys uncalled and unpaid upon any partly paid Shares held by him, and upon all or any of the moneys so advanced may (until the same would, but for such advance, become presently payable) pay interest at such rate (not exceeding without the
sanction of an Ordinary Resolution, eight percent per annum) as may be agreed upon between the Shareholder paying the sum in advance and the Directors. FORFEITURE OF SHARES If a Shareholder fails to pay any call or instalment of a call in respect of any Shares on the day appointed
for payment, the Directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest
which may have accrued. The notice shall name a further day (not earlier than the expiration of fourteen days from the date of the
notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed the Shares in respect of which the call was made
will be liable to be forfeited. If the requirements of any such notice as aforesaid are not complied with, any Share in respect of which the
notice has been given may at any time thereafter, before the payment required by notice has been made, be forfeited by a resolution of the Directors to that effect. A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Directors think
fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit. A Person whose Shares have been forfeited shall cease to be a Shareholder in respect of the forfeited Shares,
but shall, notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him to the Company in respect of the Shares forfeited, but his liability shall cease if and when the Company receives payment
in full of the amount unpaid on the Shares forfeited. 13
A statutory declaration in writing that the declarant is a Director, and that a Share has been duly forfeited
on a date stated in the declaration, shall be conclusive evidence of the facts in the declaration as against all Persons claiming to be entitled to the Share. The Company may receive the consideration, if any, given for a Share on any sale or disposition thereof
pursuant to the provisions of these Articles as to forfeiture and may execute a transfer of the Share in favour of the Person to whom the Share is sold or disposed of and that Person shall be registered as the holder of the Share, and shall not be
bound to see to the application of the purchase money, if any, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the disposition or sale. The provisions of these Articles as to forfeiture shall apply in the case of
non-payment of any sum which by the terms of issue of a Share becomes due and payable, whether on account of the amount of the Share, or by way of premium, as if the same had been payable by virtue of a call
duly made and notified. TRANSFER OF SHARES Subject to these Articles and the rules or regulations of the Designated Stock Exchange or any relevant
securities laws, any Member may transfer all or any Shares by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by the Directors and may be under hand or, if
the transferor or transferee is a clearing house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Directors may approve from time to time. The transferor shall be deemed to remain a Shareholder until the name of the transferee is entered in the
Register in respect of the relevant Shares. Subject to the rules of any Designated Stock Exchange on which the Shares in question may be listed and to any
rights and restrictions for the time being attached to any Share, the Directors shall not unreasonably decline to register any transfer of Shares, and shall upon making any decision to decline to register any transfer of Shares assign an appropriate
reason therefor. If the Directors refuse to register a transfer of any Share the Secretary shall, within two (2) months after the date on which the transfer request was lodged with the Company, send to the transferor and transferee notice of
the refusal, including the relevant reason for such refusal. For the avoidance of doubt, it shall not be unreasonable for the Directors to decline to register any transfer of a Share if such transfer would breach or cause a breach of: (i) the
rules of any Designated Stock Exchange on which the Shares may be listed; or (ii) applicable law or regulation at such times and for such periods as the Directors may from time to time determine. All instruments of transfer that are registered shall be retained by the Company, but any instrument of
transfer that the Directors decline to register shall (except in any case of fraud) be returned to the Person depositing the same. 14
RESTRICTIONS ON TRANSFER OF SHARES BY SHAREHOLDER PARTIES The following provisions set out in Articles 39 to 45 shall not apply to any transfer of Shares by a
Shareholder that is not a Shareholder Party. Unless required by Applicable Law and/or any other written agreements among the Shareholder Parties and the
Company, subject to Article 42, Article 43 and Article 44 each of the Shareholder Parties shall be entitled to Transfer all or any part of their Shares and/or Warrants (along with any rights attached thereto save for the Investor Personal Rights and
save as set out in Article 45(d) and/or any other securities which are issued by the Company from time to time (together, “Securities”) at any time, and such Transfer shall not be subject to the consent of any other Shareholder or
any restrictions whatsoever. For the avoidance of doubt, subject to Applicable Law, nothing in this Article 39 shall restrict or prohibit the acquisition by any Shareholder Party of Securities, whether by way of
on-market acquisitions, off-market acquisitions or otherwise. The Company shall not approve or register any Transfer of Securities by a Shareholder Party unless:
it is effected in accordance with Articles 39 to 45; and the transferee of the Securities, if not already a party to the Shareholders Agreement, has executed a joinder
agreement (as such term is defined in the Shareholders’ Agreement and provided always that a third party transferee of Securities other than Shares from any Shareholder Party shall adhere to the Shareholders Agreement as a Shareholder Party and
not have the benefit of the Investor Personal Rights or the rights under Article 45 (save as set out in Article 45(d))) in accordance with Article 42 (unless such Transfer results in a termination of the Shareholders Agreement in accordance with its
terms) provided however, that no such execution of a joinder agreement shall be required for any Transfer of Securities effected in the open market pursuant to an effective resale registration statement or an applicable exemption from registration
under U.S. securities laws. Any proposed Transfer by a Shareholder Party that does not satisfy the other requirements of Articles 39 to 45
shall be void. Notwithstanding any provision in Articles 39 to 41 and Articles 44 to 45, it shall be a condition precedent to
the right of any Shareholder Party (the “Transferring Shareholder”) to Transfer Shares (other than any permitted transfer of securities effected on a securities exchange or through an underwritten offering where the Securities are
transferred to holders without restriction on transfer pursuant to U.S. securities laws) to any person (the “Transferee”) (including a Transfer pursuant to the foregoing provisions of Articles 39 to 45) that the Transferee, if not
already bound by the provisions of the Shareholders Agreement, execute a joinder agreement (as such term is defined in the Shareholders Agreement), as modified, if applicable, with the consent of the majority of the Shareholder Parties that
constitute Major Shareholders, each acting reasonably and in good faith, under which the Transferee shall agree to be bound by, and shall be entitled to the benefit of, all the rights under the Shareholders Agreement except for the Investor Personal
Rights and save as set out in Article 45(d)) as if it were an original party hereto either (i) in place of the Transferring 15
Other provisions relating to Transfers of Shares by any Shareholder Party In the event there is a change of control of any Shareholder Party, such Shareholder Party shall cease to be
entitled to receive benefits to and to enforce such rights that are personal to, and non-transferrable by such Shareholder Party, under these Articles including the Investor Personal Rights (if applicable) and
save as set out in Article 45(d)). For the purposes of Article 43(a), “change of control” means, in respect of a
Shareholder Party that constitutes a Major Shareholder: (a) any sale, transfer or other disposition of voting securities, in a single transaction or series of related transactions, as a result of which a third party acquires more than
50 per cent. of the voting securities in such Shareholder Party; (b) a sale, transfer, exclusive licensing or other disposition, in a single transaction or series of related transactions, of more than 50 per cent. of such Shareholder
Party’s assets, including assets that are not and cannot be part of the asset side of the balance sheet, to a third party; (c) a merger or any reorganisation whereby such Shareholder Party is not the surviving entity (unless the holders of
the share capital of such Shareholder Party immediately prior to such event continue to hold more than 50 per cent. of the voting and economic interest of the surviving entity following such event); or (d) any other transaction resulting
in a change of control of such Shareholder Party (as used in this sub-clause (d), the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the
management and policies of a person, whether through ownership of voting securities, by contract or otherwise), in each case, subject to Article 43(c) and Article 43(d). Notwithstanding any provision to the contrary herein, and for so long as the securities of REA Listco are
listed on a recognised stock exchange, where any person who, as at the date of the Shareholders Agreement controls REA Listco and, after the date of the Shareholders Agreement, ceases to control REA Listco, or any person who, as at the date of the
Shareholders Agreement does not control REA Listco and, after the date of the Shareholders Agreement, gains control of REA Listco, this shall not constitute a “change of control” of REA in its capacity as a Major Shareholder for the
purposes of Article 43(a). For the purposes of this Article 43(c) the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person,
(whether through ownership of voting securities, by contract or otherwise). For the avoidance of doubt, if the securities of REA Listco are no longer listed on a recognised stock exchange, then this Article 43(c) shall no longer apply and, in the
event that REA Listco is subsequently subject to a “change of control” (as defined in Article 43(b) applying mutatis mutandis), then this shall constitute a “change of control” of REA in its capacity as a Major Shareholder for
the purposes of Article 43(a). Notwithstanding any provision to the contrary herein, where a Shareholder Party that constitutes a Major
Shareholder is an investment fund, limited partnership or any other 16
REA ROFO IN A DRAG SALE Subject always to Article 163: if any Shareholder Party that constitutes a Major Shareholder (other than REA) whether acting alone or together
with other Shareholder Parties that constitute Major Shareholders (each, a “Drag Sale Transferor”) either: (a) receives (x) any bona fide binding offer; or (y) any bona fide indicative offer, in each case, from a
prospective Purchaser or Purchasers for such Shareholder Party’s Securities; or (b) desires (in one or through a series of transactions) to Transfer any of its Securities (without having solicited or being in receipt of an indicative or
binding offer) or any interest therein to a Purchaser or Purchasers and, in connection with such offer or desire to Transfer, such Drag Sale Transferor intends, or is reasonably likely, to initiate a Drag Sale pursuant to Article 45 and provided
always that Article 45(a)(iii) has been, or will be, satisfied prior to completion of the Drag Sale, the Drag Sale Transferor shall give to REA notice in writing of such intention (a “ROFO Notice”), which notice shall:
specify the date of despatch of the ROFO Notice (the “ROFO Notice Despatch Date”); and
certify that: the ROFO Notice has been delivered to REA as a result of the Drag Sale Transferor either:
having received for its Securities from a prospective Purchaser or Purchasers (as applicable):
any bona fide arm’s length binding offer; or any bona fide arm’s length indicative offer; or desiring (in one or through a series of transactions) to Transfer any of its Securities (without having
solicited or being in receipt of an indicative or binding offer) or any interest therein to a Purchaser or Purchasers; and, in each case; 17
the Drag Sale Transferor intends to, or is reasonably likely to, initiate a Drag Sale pursuant to Article 45;
and Article 45(a)(iii) has been, or will be, satisfied prior to completion of the Drag Sale; and
specify which of the other Shareholders (other than REA and the ROFO Drag-Along Shareholders) have either
provided their approval prior to the ROFO Notice Despatch Date, or are reasonably expected to provide their approval, in respect of the relevant Drag Sale pursuant to Article 45(a)(iii) (the “Public Supporting Shareholders”).
REA may, within 45 days of the ROFO Notice Despatch Date (the “ROFO Notice Period”) exercise
its right to make an offer for all (but not less than all) of the Securities held by all Shareholder Parties (other than REA) (the “ROFO Securities”) and, subject to Article 44(d), the Public Shareholder ROFO Securities (if any) by
serving a notice in writing (a “ROFO Application”) to the Drag Sale Transferor specifying the price per Security (where applicable, the price per Warrant shall be specified as the price per Share less the Exercise Price (as defined
in the terms and conditions of the Warrants) of a Warrant) that it is willing to pay for all (but not less than all) of the ROFO Securities and, subject to Article 44(d), the Public Shareholder ROFO Securities (if any) (the “ROFO Application
Price”). For the avoidance of doubt, any ROFO Application shall be unconditional other than with respect to any mandatory anti-trust or other regulatory consents under Applicable Law. A ROFO Application shall not be revocable unless the Drag Sale Transferor rejects, or is deemed to have
rejected, the offer set out in the ROFO Application, in which case the ROFO Application shall automatically and immediately be deemed to have been validly revoked and the offer contained therein not capable of acceptance. In respect of a ROFO Application. Upon receipt of a ROFO Application, the Drag Sale Transferor shall promptly, and, in any case, within 3
Business Days, give notice to all the Public Supporting Shareholders, which notice shall specify the ROFO Application Price (the “Public Shareholder ROFO Notice”). If the Drag Sale Transferor accepts REA’s ROFO Application in accordance with Article 44(e), each Public
Supporting Shareholder shall have the right to sell all (but not less than all) of the Securities held by such Public Supporting Shareholder (the “Public Shareholder ROFO Securities”) to REA (the “Public Shareholder ROFO
Right”). For the avoidance of doubt: the Public Shareholder ROFO Right shall be personal to and
non-transferable by the Public Supporting Shareholders; and 18
if the Drag Sale Transferor does not accept, or is deemed to have rejected, the offer made by REA in its ROFO
Application pursuant to the provisions of Article 44(e) there shall be no Public Shareholder ROFO Right. If a Public Supporting Shareholder wishes to exercise its Public Shareholder ROFO Right, the Public Supporting
Shareholder shall inform REA and the Drag Sale Transferor by written notice (the “Public Shareholder ROFO Participation Notice”) within 10 days of the Public Shareholder ROFO Notice (the “Public Shareholder ROFO Response
Period”). The Drag Sale Transferor may, within 10 days of the end of the Public Shareholder ROFO Response Period (or such
longer period as may be agreed in writing by the Drag Sale Transferor and REA) (in each case, the “ROFO Response Expiration Date”), by written notice to REA, confirm if the Drag Sale Transferor accepts or rejects REA’s ROFO
Application (the “ROFO Response Notice”). It is acknowledged and agreed that: (a) the Drag Sale Transferor shall not be obliged to accept the offer made by REA in the ROFO Application; and (b) if no ROFO Response Notice is
sent by the Drag Sale Transferor by the end of the ROFO Response Expiration Date, the Drag Sale Transferor shall be deemed to have rejected REA’s ROFO Application, and such ROFO Application shall then be automatically revoked pursuant to
Article 44(c). If the Drag Sale Transferor has notified REA of its acceptance of REA’s ROFO Application on or before the
ROFO Response Expiration Date (a “ROFO Acceptance Notice”), the Drag Sale Transferor shall be required, within three Business Days of such notice, to inform all other Shareholder Parties (other than REA) (the “ROFO
Drag-Along Shareholders”) and all Public Supporting Shareholders that have delivered a Public Shareholder ROFO Participation Notice within the Public Shareholder ROFO Response Period by sending a notice requiring all the ROFO Drag-Along
Shareholders and Public Supporting Shareholders that have delivered a Public Shareholder ROFO Participation Notice within the Public Shareholder ROFO Response Period to transfer all their Securities to REA at the price per Security specified in the
ROFO Application Notice (the “ROFO Drag-Along Notice”). Upon delivery of the ROFO Drag-Along Notice by the Drag Sale Transferor in accordance with Article 44(f), the
Drag Sale Transferor, the ROFO Drag-Along Shareholders and the Public Supporting Shareholders that have delivered a Public Shareholder ROFO Participation Notice within the Public Shareholder ROFO Response Period shall be irrevocably obligated to
transfer all of the Securities each such Shareholder holds to REA, and to execute, acknowledge and deliver all consents, assignments, waivers and other documents and/or agreements, appear at any meeting of the Shareholders (and at any adjournment or
postponement thereof) for purposes of establishing a quorum and vote or cause to be voted its Securities in person or by proxy, and perform such action as necessary to give effect to the transfer described under the ROFO Drag-Along Notice within 15
days from the date of the ROFO Acceptance Notice, provided that a failure by a Public Supporting Shareholder to transfer its Securities to REA shall not relieve or discharge the Drag Sale Transferor, the ROFO Drag-Along Shareholders or the other
19
its authority and capacity to execute the relevant transfer documents and to transfer the ROFO Securities or
the Public Shareholder ROFO Securities (if any); and its title to the ROFO Securities or the Public Shareholder ROFO Securities (if any), free of Encumbrances.
If: REA does not submit a ROFO Application within the ROFO Notice Period; REA submits a ROFO Application which is materially non-compliant with
the provisions of this Article 44; the Drag Sale Transferor does not accept or is deemed to have rejected the offer made by REA in its ROFO
Application pursuant to the provisions of this Article 44; or the Drag Sale Transferor has accepted the offer made by REA in its ROFO Application but: REA has not acted in good faith or used reasonable endeavours to execute a definitive sale and purchase or
other agreement with the Drag Sale Transferor, all the ROFO Drag-Along Shareholders and all the Public Supporting Shareholders that have delivered a Public Shareholder ROFO Participation Notice within the Public Shareholder ROFO Response Period that
reflects the terms set out in Article 44(f) or otherwise to 20
such sale and purchase has not completed, as a result of REA’s fault, act or omission, by the latest of:
(i) 30 days of the date of such agreement; (ii) 7 days from receipt of the regulatory approvals (if any) required to be obtained by REA under Applicable Law, the Drag Sale Transferor and/or any of the ROFO Drag-Along Shareholders or the relevant
Public Supporting Shareholders in relation to the sale and purchase of the Securities; and (iii) such other date agreed in writing between the Drag Sale Transferor and REA (the “ROFO Completion Deadline”),
((a) and (b) being a “REA ROFO Default”), for a period of 9 months (or 12 months where there is a REA ROFO Default) following, the latest of the following (where applicable): (i) the
date of expiry of the ROFO Notice Period; (ii) the ROFO Response Expiration Date; (iii) the date of the ROFO Response Notice; (iv) the ROFO Signing Deadline; and (v) the ROFO Completion Deadline (the “ROFO Third Party
Transfer Period”), the Drag Sale Transferor may, subject to compliance with Article 44(i), exercise its rights pursuant to, and in accordance with, Article 45 to require the Drag-Along Shareholders to Transfer all of their Securities to a
Purchaser, with the price determined in accordance with Article 45(a). In the event that a Drag Sale is not completed within the ROFO Third Party Transfer Period, any Drag Sale contemplated by the Drag Sale Transferor shall be subject to and
conditional upon compliance with the foregoing provisions of this Article 44. During the ROFO Third Party Transfer Period, unless there has been a REA ROFO Default, the Drag Sale Transferor
shall, or, to the extent the Company has agreed to conduct a sale process on behalf of the Drag Sale Transferor, shall take all Necessary Action to procure that the Company shall, invite REA to participate in any formal / mandated sale process
conducted by the Drag Sale Transferor or the Company on the same terms as are applicable to all other prospective buyers/bidders in such process and shall subject to Applicable Laws (including, without limitation, applicable listing and insider
trading rules): if REA submits a bid in connection with the sales process, treat REA no less favourably than other prospective
buyers/bidders; and give REA an opportunity to submit a bid at the same time as all other prospective buyers/bidders in such
process, provided, always, in respect of each of sub-clauses (i) and (ii),
21
REA will not be provided with the identity of any prospective buyer(s)/bidder(s) or the terms of any bids
submitted by them; REA’s nominated director shall be required to recuse himself or herself from any board level discussions
relating to such sales process; and during the ROFO Third Party Transfer Period, neither the Drag Sale Transferor nor the Company (to the extent
applicable) shall be: (x) under any obligation to: (1) accept any bid from REA; or (2) invite REA to participate in the second stage of any such sales process if the indicative offer from REA is not sufficiently competitive; or
(y) prevented from granting another bidder exclusivity during such period. DRAG-ALONG RIGHT Drag Along Rights: Subject to and without prejudice to the provisions of this Article 45, in the event that:
one or more Shareholder Party that constitutes a Major Shareholder (a “Dragging Shareholder”
or “Dragging Shareholders”) intends to Transfer all of its / their Securities to a Purchaser (in a single Transfer or series of related Transfers); the procedure in Article 44 has been complied with, and such Shareholder Party and the Drag-Along Shareholders
are not required to Transfer all of their Securities to REA pursuant to such Article 44 (including where the Drag Sale Transferor declines to accept an offer from REA pursuant to Article 44(h)(iii)); and such Transfer (or series of related Transfers) (“Drag Sale”) has been approved as a “Drag
Sale” by the holders of not less than 50 per cent. of the Shares then in issue (including for the avoidance of doubt, Shareholders who are not Shareholder Parties), then, subject to Applicable Law, such Dragging Shareholder(s) shall have the right, subject to the provisions of this Article 45, to require
all of the other Shareholder Parties (the “Drag-Along Shareholders”) to Transfer all (and not just some only) of their Securities to the Purchaser on the same terms and conditions as those between the Dragging Shareholder(s) and the
Purchaser, and to execute, acknowledge and deliver all consents, assignments, waivers and other documents and/or agreements, appear at any meeting of the Shareholders (and at any adjournment or postponement thereof) for purposes of establishing a
quorum and vote or cause to be voted its Securities in person or by proxy, and perform such action as necessary to give effect to such Transfer provided that REA: (x) may, in its sole discretion, voluntarily participate in the Drag Sale, if the
price per Security to be received by REA in such Drag Sale will be less than the REA Floor Price; or (y) shall be required to participate in the Drag Sale: (1) if REA does not submit a ROFO
22
Application within the ROFO Notice Period or there has been a REA ROFO Default, if the price per Security to be received by REA in such Drag Sale will not be less than the REA Entry Price; or
(2) if REA has submitted a ROFO Application within the ROFO Notice Period but such ROFO Application is rejected in accordance with Article 44(c) if the price per Security to be received by REA in such Drag Sale will not be less than the REA
Floor Price. For avoidance of doubt, a Drag Sale and/or the resulting Transfers by Drag-Along Shareholders may be implemented by various
transaction structures, including a scheme of arrangement, in the discretion of the Dragging Shareholders The Dragging Shareholder(s) shall inform the Drag-Along Shareholders in writing of: the identity of the Purchaser; the price per Security (where applicable, the price per Warrant shall be specified as the price per Share less
the Exercise Price (as defined in the terms and conditions of the Warrants); and a confirmation of the material terms and conditions, applicable to the Transfer as soon as possible after the approval of a Drag Sale (a “Drag Notice”). Drag Sale Completion: Completion of the Transfers of the Drag-Along Shareholders’ Securities in respect of which the Drag Notice
has been issued shall take place simultaneously with the Transfer of the Securities of the Dragging Shareholder(s), which shall take place by the latest of: (i) 60 days from the date of the Drag Notice; (ii) 7 days from receipt of the regulatory
approvals (if any) required to be obtained by the Dragging Shareholder(s) or the Purchaser in relation to the Drag Sale under Applicable Law; and (iii) such other date agreed in writing between the Dragging Shareholder(s) and the Purchaser.
The definitive agreement for the Transfer of the Drag-Along Shareholders’ Securities shall not contain any
representations and warranties by (or restrictive covenants on) the Drag-Along Shareholders other than, on a several and proportionate basis with respect to the Securities being sold, representations and warranties by each Drag-Along Shareholder as
to itself with respect to: its authority and capacity to execute the relevant transfer documents and to transfer its portion of the
Securities; and its title to the Securities, free from Encumbrances. 23
A Drag-Along Shareholder shall have the option, exercisable by written notice to the Dragging Shareholder(s)
and the Company within five days after the date of the Drag Notice, to elect for cash as consideration (“Cash Consideration”) for its Securities, in the event that the consideration offered by the Purchaser is in the form of
Alternative Consideration. Where such an option is not made available by the Purchaser, the Dragging Shareholder(s) shall, on a pro-rata basis according to the portion of their Securities being sold, within
five Business Days following completion of the sale of the Drag-Along Shareholder’s Securities, purchase the Alternative Consideration received by such Drag-Along Shareholder by paying the Cash Consideration to the Drag-Along Shareholder. The
amount of the Cash Consideration payable to the Drag-Along Shareholder(s) pursuant to this Article 45(c)(iii) shall be equal to the Fair Market Value of the Alternative Consideration. Subject always to Article 163, the rights under this Article 45 are personal to and non-transferable by the Shareholder Parties that are Major Shareholders as of the date of the Shareholders Agreement (the “Existing Major Shareholders”) and shall not be applicable to any Purchaser
that acquires Securities from any Existing Major Shareholder and subsequently qualifies as a “Major Shareholder” for the purposes of the Shareholders Agreement. Notwithstanding the foregoing, such Purchaser shall be entitled to vote its
Securities in favour of a Drag Sale in accordance with Article 45(a)(iii). TRANSMISSION OF SHARES The legal personal representative of a deceased sole holder of a Share shall be the only Person recognised by
the Company as having any title to the Share. In the case of a Share registered in the name of two or more holders, the survivors or survivor, or the legal personal representatives of the deceased holder of the Share, shall be the only Person
recognised by the Company as having any title to the Share. Any Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder shall upon
such evidence being produced as may from time to time be required by the Directors, have the right either to be registered as a Shareholder in respect of the Share or, instead of being registered himself, to make such transfer of the Share as the
deceased or bankrupt Person could have made; but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the deceased or bankrupt Person before the
death or bankruptcy. A Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder shall be entitled
to the same dividends and other advantages to which he would be entitled if he were the registered Shareholder, except that he shall not, before being registered as a Shareholder in respect of the Share, be entitled in respect of it to exercise any
right conferred by membership in relation to meetings of the Company. 24
ALTERATION OF SHARE CAPITAL The Company may from time to time by Ordinary Resolution increase the share capital by such sum, to be divided
into Shares of such Classes and amount, as the resolution shall prescribe. The Company may by Ordinary Resolution: consolidate and divide all or any of its share capital into Shares of a larger amount than its existing Shares;
convert all or any of its paid up Shares into stock and reconvert that stock into paid up Shares of any
denomination; subdivide its existing Shares, or any of them into Shares of a smaller amount provided that in the subdivision
the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of the Share from which the reduced Share is derived; and cancel any Shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken
by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled. The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner
authorised by law. REDEMPTION, PURCHASE AND SURRENDER OF SHARES Subject to the Companies Act, the Company may: issue Shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or
the Shareholder on such terms and in such manner as the Directors may determine; purchase its own Shares (including any redeemable Shares) on such terms and in such manner as the Directors may
determine and agree with the Shareholder; make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the
Companies Act, including out of its capital; and accept the surrender for no consideration of any paid up Share (including any redeemable Share) on such terms
and in such manner as the Directors may determine. Any Share in respect of which notice of redemption has been given shall not be entitled to participate in the
profits of the Company in respect of the period after the date specified as the date of redemption in the notice of redemption. 25
The redemption, purchase or surrender of any Share shall not be deemed to give rise to the redemption, purchase
or surrender of any other Share. The Directors may when making payments in respect of redemption or purchase of Shares, if authorised by the
terms of issue of the Shares being redeemed or purchased or with the agreement of the holder of such Shares, make such payment either in cash or in specie including, without limitation, interests in a special purpose vehicle holding assets of the
Company or holding entitlement to the proceeds of assets held by the Company or in a liquidating structure. TREASURY
SHARES Shares that the Company purchases, redeems or acquires (by way of surrender or otherwise) may, at the option of
the Company, be cancelled immediately or held as Treasury Shares in accordance with the Companies Act. In the event that the Directors do not specify that the relevant Shares are to be held as Treasury Shares, such Shares shall be cancelled.
No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the
Company’s assets (including any distribution of assets to members on a winding up) may be declared or paid in respect of a Treasury Share. The Company shall be entered in the Register as the holder of the Treasury Shares provided that:
the Company shall not be treated as a member for any purpose and shall not exercise any right in respect of the
Treasury Shares, and any purported exercise of such a right shall be void; a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be
counted in determining the total number of issued shares at any given time, whether for the purposes of these Articles or the Companies Act, save that an allotment of Shares as fully paid bonus shares in respect of a Treasury Share is permitted and
Shares allotted as fully paid bonus shares in respect of a treasury share shall be treated as Treasury Shares. Treasury Shares may be disposed of by the Company on such terms and conditions as determined by the Directors.
GENERAL MEETINGS The Directors may, whenever they think fit, convene a general meeting of the Company. The Directors may cancel or postpone any duly convened general meeting at any time prior to such meeting,
except for general meetings requisitioned by the Shareholders in accordance with these Articles, for any reason or for no reason at any time prior to the time for holding such meeting or, if the meeting is adjourned, the time for holding such
adjourned meeting. The Directors shall give 26
General meetings shall also be convened on the requisition in writing of any Shareholder or Shareholders
entitled to attend and vote at general meetings of the Company holding at least 7.5 percent of the paid up voting share capital of the Company deposited at the Office specifying the objects of the meeting by notice given no later than 21 days
from the date of deposit of the requisition signed by the requisitionists, and if the Directors do not convene such meeting for a date not later than 45 days after the date of such deposit, the requisitionists themselves may convene the general
meeting in the same manner, as nearly as possible, as that in which general meetings may be convened by the Directors, and all reasonable expenses incurred by the requisitionists as a result of the failure of the Directors to convene the general
meeting shall be reimbursed to them by the Company. If at any time there are no Directors, any two Shareholders (or if there is only one Shareholder then that
Shareholder) entitled to vote at general meetings of the Company may convene a general meeting in the same manner as nearly as possible as that in which general meetings may be convened by the Directors. NOTICE OF GENERAL MEETINGS Subject to Article 118, at least fourteen (14) clear days’ notice in writing counting from the date
of service is deemed to take place as provided in these Articles specifying the place, the day and the hour of the meeting and the business to be considered at the meeting, shall be given in the manner hereinafter provided or in such other manner
(if any) as may be prescribed by the Company by Ordinary Resolution to such Persons as are, under these Articles, entitled to receive such notices from the Company, but with the consent of all the Shareholders entitled to receive notice of some
particular meeting and attend and vote thereat, that meeting may be convened by such shorter notice or without notice and in such manner as those Shareholders may think fit. The accidental omission to give notice of a meeting to or the
non-receipt of a notice of a meeting by any Shareholder shall not invalidate the proceedings at any meeting. PROCEEDINGS AT GENERAL MEETINGS All business carried out at a general meeting shall be deemed special with the exception of sanctioning a
dividend, the consideration of the accounts, balance sheets, any report of the Directors or of the Company’s auditors, and the fixing of the remuneration of the Company’s auditors. No special business shall be transacted at any general
meeting without the consent of all Shareholders entitled to receive notice of that meeting unless notice of such special business has been given in the notice convening that meeting. Subject to Article 118, no business shall be transacted at any general meeting unless a quorum of Shareholders
is present at the time when the meeting proceeds to business. Save as otherwise provided by these Articles, one or more Shareholders holding at least a majority of the paid up 27
If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, shall
stand adjourned to a date falling within 30 days of the initial general meeting, at the same time and place, and at least fourteen (14) days’ notice shall be given to all Shareholders in relation to such adjourned meeting, and if at the
adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the meeting shall be dissolved. If the Directors wish to make this facility available for a specific general meeting or all general meetings of
the Company, participation in any general meeting of the Company may be by means of a telephone, videoconference telephone or similar communication equipment by way of which all Persons participating in such meeting can communicate with each other
and such participation shall be deemed to constitute presence in person at the meeting. The Chairman shall preside as chairman at every general meeting of the Company. If there is no such Chairman, or if at any general meeting he is not present within fifteen minutes after the
time appointed for holding the meeting or is unwilling to act as chairman, the Shareholders present in person or by proxy shall by a simple majority vote choose any Person present to be chairman of that meeting. The chairman may adjourn a meeting from time to time and from place to place either: with the consent of any general meeting at which a quorum is present (and shall if so directed by the meeting);
or without the consent of such meeting if, in his sole opinion, he considers it necessary to do so to:
secure the orderly conduct or proceedings of the meeting; or give all persons present in person or by proxy and having the right to speak and / or vote at such meeting, the
ability to do so, but no business shall be transacted at any adjourned meeting other than the business left unfinished
at the meeting from which the adjournment took place. When a meeting, or adjourned meeting, is adjourned for fourteen days or more, notice of the adjourned meeting shall be given in the manner provided for the original meeting. Save as aforesaid, it
shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. At any general meeting a resolution put to the vote of the meeting shall be decided on a poll.
A poll shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be
the resolution of the meeting at which the poll was demanded. 28
In the case of an equality of votes on a poll, the chairman of the meeting shall not be entitled to a second or
casting vote. VOTES OF SHAREHOLDERS Subject to any rights and restrictions for the time being attached to any Share, on a poll every Shareholder
and every Person representing a Shareholder by proxy shall have one vote for each Share of which he or the Person represented by proxy is the holder. In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy shall be
accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register. A Shareholder of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in
lunacy, may vote in respect of Shares carrying the right to vote held by him, by his committee, or other Person in the nature of a committee appointed by that court, and any such committee or other Person, may vote in respect of such Shares by
proxy. No Shareholder shall be entitled to vote at any general meeting of the Company unless all calls, if any, or
other sums presently payable by him in respect of Shares carrying the right to vote held by him have been paid. On a poll votes may be given either personally or by proxy. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly
authorised in writing or, if the appointor is a corporation, either under Seal or under the hand of an Officer or attorney duly authorised. A proxy need not be a Shareholder. An instrument appointing a proxy may be in any usual or common form or such other form as the Directors may
approve. The instrument appointing a proxy shall be deposited at the Office or at such other place as is specified for
that purpose in the notice convening the meeting no later than the time for holding the meeting or, if the meeting is adjourned, the time for holding such adjourned meeting. An Ordinary Resolution in writing signed by a simple majority of such Shareholders for the time being entitled
to receive notice of and to attend and vote at general meetings of the Company (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly
convened and held. A Special Resolution in writing signed by all the Shareholders for the time being entitled to receive notice of and to attend and vote at general meetings of the Company (or being corporations by their duly authorised
representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held. 29
CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS Any corporation which is a Shareholder or a Director may by resolution of its directors or other governing body
authorise such Person as it thinks fit to act as its representative at any meeting of the Company or of any meeting of holders of a Class or of the Directors or of a committee of Directors, and the Person so authorised shall be entitled to
exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Shareholder or Director. RESERVED MATTERS The Company shall not, and shall, to the extent it is legally able, procure that each of its direct and
indirect subsidiaries (as applicable) shall not, take or enter into any agreement to take, any of the actions set out in Schedule 1 (the “Reserved Matters”) unless such action has first been approved by the Shareholders by Ordinary
Resolution. DIRECTORS Subject to these Articles, the Board shall consist of no more than nine (9) Directors (or such higher
number as may be approved by the Shareholders in accordance with Article 86) and shall comprise: one person jointly appointed as a Director by the TPG Investor Entities, provided that the TPG Investor
Entities collectively hold in aggregate at least 7.5 per cent. of the issued share capital of the Company; one person appointed as a Director by the KKR Investor, provided that the KKR Investor and its Affiliates
collectively hold in aggregate at least 7.5 per cent. of the issued share capital of the Company; and one person appointed as a Director by REA, provided that REA holds at least 7.5 per cent. of the issued
share capital of the Company and subject always to Article 163. The person appointed by REA pursuant to this Article 87 must fulfil or comply with the following requirements (as the case may be): such person not having been previously appointed to, or been a director of, the board of directors of 99.co
(“99.co Board”) or has not had and does not have access to any competitively sensitive information relating to 99.co; or if such person has previously been a director on the 99.co Board or has had access to competitively sensitive
information relating to 99.co, then such person shall not be involved or participate in, and shall be required to recuse himself / herself from all and any pricing or commercial decisions relating to the business of Group for a period of six months
commencing from the date of his / her appointment to the Board, 30
(each an “Investor Director”). The following terms shall apply to the rights of appointment and removal of Directors of the TPG Investor
Entities, KKR Investor and REA: The right of appointment conferred on a Shareholder Party under Article 87 shall include the right of that
Shareholder Party to remove and replace at any time from office such person appointed by that Shareholder Party as a Director and the right of that Shareholder Party at any time and from time to time to determine the period during which such person
shall hold the office of Director. Each appointment or removal shall be given effect to in accordance with Article 89. In the event a Shareholder Party ceases to be a Shareholder or ceases to hold the requisite shareholding
percentage in the Company, as the case may be, such that the number of directors appointed by such Shareholder Party exceeds its entitlement under Article 87, such Shareholder Party (as applicable) shall promptly procure the removal or resignation
of the Director appointed by it or him, as a Director (or as its appointee on any committee of the Board) such that the Shareholder Party does not have more Directors on the Board (or any of its committees) than it is entitled to appoint pursuant to
Article 87. Any such resignation or removal shall take effect without any liability on the Company, whether for compensation for loss of office or otherwise, except to the extent that the liability is determined to have arisen in relation to a
service contract with a Director who was acting in an executive capacity. If a Director is or becomes prohibited from acting as a Director by law, or these Articles, the Shareholder
which appointed that Director shall within five (5) Business Days, procure the removal or resignation of such Director (unless such person has already ceased to be a Director). If a Shareholder fails to procure the removal or resignation of such Director in accordance with Articles 88(b)
or 88(c), the Directors not appointed by that Shareholder shall (if necessary) by simple majority vote resolve to remove the relevant Director (such removal to take effect from the date such Directors’ resolution is passed).
Whenever for any reason a person appointed by a Shareholder Party ceases to be a Director (other than as a
result of the Shareholder Party ceasing to hold the requisite shareholding percentage in the Company as contemplated by Article 87), that Shareholder Party shall be entitled to appoint forthwith another Director in substitution for the outgoing
Director The rights of appointment conferred of each of the TPG Investor Entities (as a group), the KKR Investor and REA
under Article 87 shall be personal to those Shareholders and non-transferrable. 31
For the purposes of this Article 88, references to “Shareholder Party”
shall be deemed to refer to the TPG Investor Entities as a group, collectively Each appointment or removal of a Director pursuant to Articles 87 and 88 shall be effected by notice in writing
and signed by or on behalf of the Shareholder Party concerned and shall be delivered to the registered office for the time being of the Company. For the avoidance of doubt, any appointment or removal of a TPG Investor Director in accordance with
Articles 87 and 88 shall be signed by the TPG Investor for so long as the TPG Investor is a Shareholder, and if the TPG Investor ceases to be a Shareholder, then by the remaining TPG Investor Entities jointly. The Company shall pass the required
resolutions to update the Register of Directors and make the necessary filings with the Registrar of Companies in the Cayman Islands. Other than in respect of the appointment of an Investor Director pursuant to Articles 87 to 89, the Company may
by Ordinary Resolution appoint any Person to be a Director which is not an Investor Director (a “Non-Investor Director”). The Non-Investor Directors
shall comprise only independent non-executive Directors who do not, and whose spouses and immediate family members (by blood or marriage) do not, hold any directorships or securities in any member of the Group
(save for any Shares issued or issuable pursuant to the exercise of any options, the settlement of any restricted stock units or share awards granted to or to be granted to such Directors under any employee share incentive, option, award or other
similar plan which has been approved in accordance with the terms of the Shareholders Agreement, these Articles and/or Applicable Law and/or any Shares issued or issuable pursuant to the terms of any director appointment letters which have been
approved by the Board), or any Shareholder Party, REA Listco or NWS, with the exception of the then-serving Chief Executive Officer of the Company and Stephen Nicholas Melhuish. Subject to these Articles: an Investor Director shall hold office until such time as he or she resigns his office by notice in writing to
the Company, is removed from office in accordance with these Articles or is otherwise disqualified from acting as a Director (including pursuant to the Companies Act). a Non-Investor Director shall hold office until such time as he or she
resigns his office by notice in writing to the Company, is removed from office by Ordinary Resolution or is otherwise disqualified from acting as a Director (including pursuant to the Companies Act). The remuneration of the Directors may be determined by the Directors or by Ordinary Resolution.
There shall be no shareholding qualification for Directors unless determined otherwise by Ordinary Resolution.
The Directors shall have power at any time and from time to time to appoint any Person to be a Director, either
as a result of a casual vacancy or as an additional Non-Investor Director, subject to the maximum number (if any) imposed by these Articles or by Ordinary Resolution. Board Observers 32
Notwithstanding anything contained in these Articles, and in respect of REA only, subject always to Article
163, each of: the TPG Investor Entities (collectively as a group), in aggregate; the KKR Investor and its Affiliates (collectively as a group), in aggregate; and REA, provided that it holds at least 7.5 per cent. of the issued share capital of the Company, shall have the right to nominate one person as
an observer (a “Board Observer”), who shall, subject to these Articles and/or Applicable Law, have the right to attend all meetings of the Board and any committee thereof, and speak at such meeting if they are invited to do so by
any other Director at such meeting, but who shall not vote on any resolution of the Board or such committee. The Company shall provide to the Board Observer(s) all notices, minutes, consents, resolutions and all other materials and information that
it provides to the Directors with respect to meetings of the Board or any such committee in the same format and at the same time that such materials and information are given to the Directors. The right of nomination conferred on each of the TPG
Investor Entities, the KKR Investor and REA as aforesaid shall include the right of such Shareholder Party to request the removal at any time of such person nominated by it as a Board Observer, the right to nominate a substitute Board Observer and
the right of that Shareholder Party at any time and from time to time to determine the period during which such person shall hold the position of the Board Observer. The right of nomination or request for removal of the Board Observer shall be in
writing and signed by or on behalf of the Shareholder Party and shall be delivered to the registered office of the Company. The rights of the TPG Investor Entities, the KKR Investor and REA hereunder are in addition to their respective rights (if
any) to appoint Directors to the Board pursuant to these Articles. For the avoidance of doubt, in respect of the TPG Investor Entities, the TPG Investor Entities shall collectively only have the right to appoint one Board Observer, and any
appointment or removal of its Board Observer by the TPG Investor Entities in accordance with this Article 95 shall be signed by the TPG Investor on behalf of all TPG Investor Entities for so long as the TPG Investor is a Shareholder, and if the TPG
Investor ceases to be a Shareholder, then by the remaining TPG Investor Entities jointly. For the avoidance of doubt, the rights of appointment of each of the TPG Investor Entities, the KKR Investor and REA under this Article 95 shall be personal
and non-transferable. ALTERNATE DIRECTOR Any Director may in writing from time to time and at any time appoint another Person to be his alternate and,
save to the extent provided otherwise in the form of appointment, such alternate shall have authority to sign written resolutions on behalf of the appointing Director, but shall not be authorised to sign such written resolutions where they have been
signed by the appointing Director, and to act in such Director’s place at any meeting of the Directors. Every such alternate shall be entitled to attend and vote at meetings of the Directors as the alternate of the Director appointing him and
where he is a Director to have a separate vote in addition to his own vote. A Director may 33
POWERS AND DUTIES OF DIRECTORS Subject to the Companies Act, these Articles and to any resolutions passed in a general meeting, the business
of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company. No resolution passed by the Company in general meeting shall invalidate any
prior act of the Directors that would have been valid if that resolution had not been passed. The Directors shall cause the Company and the Group to carry on the Group Business and such other business as
may from time to time be agreed by the Board and approved by the Shareholders in accordance with Article 86 (Reserved Matters). Subject to Article 86 (Reserved Matters), the Directors may from time to time appoint any Person, whether or
not a Director to hold such office in the Company as the Directors may think necessary for the administration of the Company, including but not limited to, the office of president, one or more vice-presidents, treasurer, assistant treasurer, manager
or controller, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. Any Person so
appointed by the Directors may be removed by the Directors or by the Company by Ordinary Resolution. The Directors may also appoint one or more of their number to the office of managing director upon like terms, but any such appointment shall ipso
facto terminate if any managing director ceases from any cause to be a Director, or if the Company by Ordinary Resolution resolves that his tenure of office be terminated. The Directors may appoint any Person to be a Secretary (and if need be an assistant Secretary or assistant
Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as they think fit. Any Secretary or assistant Secretary so appointed by the Directors may be removed by the Directors or by the
Company by Ordinary Resolution. Committees Subject to these Articles (including Article 163), the Directors may delegate any of their powers to committees
consisting of such number of Directors as they deem fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors and when establishing any committee the Board
shall approve the terms of reference and scope of authority of such committee. Save as otherwise provided in this Article 101, proceedings of any committee of the Board shall be conducted in the same manner as proceeds of the Board. The
Company’s committees shall initially comprise of: 34
Audit and Risk Committee An audit and risk committee (the “Audit and Risk Committee”) to operate in accordance with the
terms of reference of that committee as approved by the Board. The Audit and Risk Committee shall comprise Non-Investor Directors only
and shall not include any Investor Director. The Board or any two (2) members of the Audit and Risk Committee may from time to time convene a meeting
of the Audit and Risk Committee. The quorum necessary for the transaction of the business of the Audit and Risk Committee shall be the presence
in person, or by proxy, of at least the majority in number of the members of the Audit and Risk Committee. Nominating Committee A nominating committee (the “Nominating Committee”) to operate in accordance with the terms of
reference of that committee as approved by the Board. From time to time, the Nominating Committee can recommend for the Board’s approval policies regarding the
appointment, retirement, termination and tenure of Directors and related aspects. The Nominating Committee shall comprise: two Non-Investor Directors; one representative nominated by the TPG Investor Entities (acting as a group), provided they are entitled to
appoint an Investor Director pursuant to Article 87; one representative nominated by the KKR Investor, provided it is entitled to appoint an Investor Director
pursuant to Article 87; and one representative nominated by REA, provided it is entitled to appoint an Investor Director pursuant to
Article 87. The chairman of the Nominating Committee shall be appointed by either the TPG Investor Entities (acting as a
group) or the KKR Investor (in each case, provided they are entitled to appoint an Investor Director pursuant to Article 87). Such appointment right shall be rotated annually (or as otherwise agreed by the TPG Investor Entities (as a group) and the
KKR Investor) between the TPG Investor 35
The Board or any two (2) members of the Nominating Committee may from time to time convene a meeting of
the Nominating Committee. The quorum necessary for the transaction of the business of the Nominating Committee shall be the presence in
person, or by proxy, of at least the majority in number of the members of the Nominating Committee. In the case of an equality of votes at any meeting of the Nominating Committee, the chairman of the Nominating
Committee (as appointed in accordance with Article (iii)) shall be entitled to a second or casting vote. Remuneration Committee A remuneration committee (the “Remuneration Committee”) to operate in accordance with the
terms of reference of that committee. The Remuneration Committee shall comprise: two Non-Investor Directors; and one representative nominated by either the TPG Investor Entities (acting as a group) or the KKR Investor (in
each case, provided they are entitled to appoint an Investor Director pursuant to Article 87). Such appointment right shall be rotated annually (or as otherwise agreed by the TPG Investor Entities (as a group) and the KKR Investor) between the TPG
Investor Entities (acting as a group) and the KKR Investor, in the following order of rotation: the TPG Investor Entities (as a group), then the KKR Investor. The chairman of the Remuneration Committee shall be a Non-Investor
Director. The Board or any two (2) members of the Remuneration Committee may from time to time convene a meeting of
the Remuneration Committee. The quorum necessary for the transaction of the business of the Remuneration Committee shall be the presence in
person, or by proxy, of at least the majority in number of the members of the Remuneration Committee. The Directors may from time to time and at any time by power of attorney (whether under Seal or under hand) or
otherwise appoint any company, firm or Person or body of Persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys or authorised signatory (any such person being an “Attorney” or
“Authorised Signatory”, respectively) of the Company for such purposes and with such powers, authorities and discretion (not exceeding those 36
The Directors may from time to time provide for the management of the affairs of the Company in such manner as
they shall think fit and the provisions contained in the three next following Articles shall not limit the general powers conferred by this Article. Subject to Article 101, the Directors from time to time and at any time may establish any committees, local
boards or agencies for managing any of the affairs of the Company and may appoint any Person to be a member of such committees or local boards and may appoint any managers or agents of the Company and may fix the remuneration of any such Person.
Subject to Article 101, the Directors from time to time and at any time may delegate to any such committee,
local board, manager or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the time being of any such local board, or any of them to fill any vacancies therein and to act
notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any Person so appointed and may annul or vary any such
delegation, but no Person dealing in good faith and without notice of any such annulment or variation shall be affected thereby. Any such delegates as aforesaid may be authorised by the Directors to
sub-delegate all or any of the powers, authorities, and discretion for the time being vested in them. The Directors may agree with a Shareholder to waive or modify the terms applicable to such Shareholder’s
subscription for Shares without obtaining the consent of any other Shareholder; provided that such waiver or modification does not amount to a variation or abrogation of the rights attaching to the Shares of such other Shareholders.
BORROWING POWERS OF DIRECTORS The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its
undertaking, property and uncalled capital or any part thereof, or to otherwise provide for a security interest to be taken in such undertaking, property or uncalled capital, and to issue debentures, debenture stock and other securities whenever
money is borrowed or as security for any debt, liability or obligation of the Company or of any third party. THE SEAL
The Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors
provided always that such authority may be given prior to or after the affixing of the Seal 37
The Company may maintain a facsimile of the Seal in such countries or places as the Directors may appoint and
such facsimile Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of such facsimile Seal and if given after may be in
general form confirming a number of affixings of such facsimile Seal. The facsimile Seal shall be affixed in the presence of such Person or Persons as the Directors shall for this purpose appoint and such Person or Persons as aforesaid shall sign
every instrument to which the facsimile Seal is so affixed in their presence and such affixing of the facsimile Seal and signing as aforesaid shall have the same meaning and effect as if the Seal had been affixed in the presence of and the
instrument signed by a Director or a Secretary (or an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for the purpose. Notwithstanding the foregoing, a Secretary or any assistant Secretary shall have the authority to affix the
Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity of the matter contained therein but which does not create any obligation binding on the Company. DISQUALIFICATION OF DIRECTORS The office of Director shall be vacated, if the Director: becomes bankrupt or makes any arrangement or composition with his creditors; dies or is found to be or becomes of unsound mind; resigns his office by notice in writing to the Company; subject to Articles 87 to 91, is removed from office by Ordinary Resolution; is removed from office by notice addressed to him at his last known address and signed by all of his co-Directors (not being less than two in number); or is removed from office pursuant to any other provision of these Articles. PROCEEDINGS OF DIRECTORS The Directors may meet together (either within or outside the Cayman Islands) for the despatch of business,
adjourn, and otherwise regulate their meetings and proceedings as they think fit. Questions arising at any meeting shall be decided by a simple majority vote of the Directors present and voting at the meeting. In case of an equality of votes the
Chairman (if any) shall not 38
A Director may participate in any meeting of the Directors, or of any committee appointed by the Directors of
which such Director is a member, by means of telephone, videconference or similar communication equipment by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed to constitute
presence in person at the meeting. A meeting conducted by means of a conference telephone or a video conference telephone or similar communications equipment as aforesaid is deemed to be held at the place agreed upon by the Directors attending the
meeting, provided that at least one of the Directors present at the meeting was at that place for the duration of the meeting. Each of the Directors shall be entitled to receive not less than five (5) Business Days’ written
notice of all meetings of the Directors (or such shorter period of notice, or without notice, in respect of any particular meeting as may be agreed jointly by all the Directors) specifying the date (which shall be a Business Day), time and place of
the meeting and shall be accompanied by a detailed agenda in respect of the business to be transacted thereat, together with any materials required for such meeting. The quorum necessary for the transaction of the business of the Directors shall be any three Directors,
including at least one Non-Investor Director. A Director represented by an alternate Director at any meeting shall be deemed to be present for the purposes of determining whether or not a quorum is present. In
the event that a meeting of Directors duly convened cannot be held for lack of quorum within half an hour from the time appointed for the meeting, the meeting shall be adjourned to a date falling seven days later at the same time and place with at
least three Business Days’ notice shall be given to all Directors in relation to such adjourned meeting and the quorum for that adjourned meeting shall be any three Directors, including at least one
Non-Investor Director. If at such adjourned meeting a quorum is not present within half an hour from the time appointed for the holding of the adjourned meeting, the meeting shall be dissolved.
Subject to Article 118, a Director who is in any way, whether directly or indirectly, interested in a contract
or proposed contract with the Company shall declare the nature of his interest at a meeting of the Directors. A general notice given to the Directors by any Director to the effect that he is to be regarded as interested in any contract or other
arrangement which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made. A Director may vote in respect of any contract or proposed contract or arrangement
notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the Directors at which any such contract or proposed contract or arrangement shall come before the
meeting for consideration. Notwithstanding anything to the contrary in these Articles and subject to Article 118(b):
Where any of the TPG Investor Entities or their Affiliates, the KKR Investor or its Affiliates and/or REA or
its Affiliates: 39
has an interest in respect of any transaction, matter, contract or arrangement involving the Company or any
Group Company (including but not limited to buying Shares); is in a competitive situation with the Company or any Group Company (including, but not limited to, the
proposed entry into of any contract or series of related contracts with a third party in excess of S$250,000 per annum or with respect to the acquisition or series of related acquisitions of any assets, business or shares in excess of S$2,000,000;
has any claim against or by the Company or any other Group Company; and/or is in material non-compliance with its obligations under Articles 39 to
45, and, in the case of REA only, non-compliance with its obligations under Clause 6 of the Shareholders Agreement, the Board having resolved in a closed session in which they can exclude the TPG Investor Director, the KKR Investor Director and/or the REA
Investor Director (as the case may be), shall have the right to: require that: (i) the TPG Investor Entities, the KKR Investor and/or REA (as the case may be) (for the
purposes of this Article 118, the “Conflicted Shareholders”); and (ii) the Directors, committee members and/or Board Observers appointed by the Conflicted Shareholders: recuse himself or themselves (as the case may be) from participating in, and abstain from voting on, all
discussions and/or deliberations on such transaction, matter, contract or arrangement; and be excluded from being counted in the quorum for Board meetings on such transaction, matter, contract or
arrangement; and restrict and/or limit the disclosure of any information to the Conflicted Shareholders in relation to such
transaction, matter, contract or arrangement. The exclusion and restriction on information shall also permit the Board (or the board of directors of the relevant Group Company) to withhold from notices of meetings and/or redact from minutes of
meetings any reference to and details of such transaction, matter, contract or arrangement Corporate Opportunities. The TPG Investor Entities, REA, REA Listco, the KKR Investor and their respective Associated Persons (as
defined below) and any Director appointed by the TPG Investor Entities, REA or the KKR Investor may engage in or possess any interest 40
None of the TPG Investor Entities, REA, REA Listco or the KKR Investor and their respective Associated Persons
and any Director appointed by TPG Investor Entities, REA or the KKR Investor shall be obligated to present any particular investment or business opportunity to any Group Company even if such opportunity is of a character that, if presented to such
Group Company, could be pursued by such Group Company, and the TPG Investor Entities, REA, REA Listco and the KKR Investor and its Associated Persons and any Director appointed by the TPG Investor Entities, REA or the KKR Investor shall have the
right to pursue for its own account (individually or as a partner or a fiduciary) or to recommend to any other person any such investment opportunity. For the purpose of this Article 118, the term “Associated Person” means, with respect to any
person, such person’s Affiliates and any other person over whom such first person exercises a level of influence which, though it is not control, is demonstrably significant as pertains to the management and policies of such person
Subject to these Articles, a Director may hold any other office or place of profit under the Company (other
than the office of auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from
contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any
Director is in any way interested, be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director
holding that office or of the fiduciary relation thereby established. Subject to Article 118, a Director, notwithstanding his interest, may be counted in the quorum present at any meeting of the Directors whereat he or any other Director is
appointed to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged and he may vote on any such appointment or arrangement. Any Director may act by himself or his firm in a professional capacity for the Company, and he or his firm
shall be entitled to remuneration for professional services as if he were not a Director; 41
The Directors shall cause minutes to be made in books or loose-leaf folders, or stored in electronic or digital
form, for the purpose of recording: all appointments of Officers made by the Directors; the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and
all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of
Directors. When the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to
have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical defect in the proceedings. A resolution in writing signed by all the Directors or all the members of a committee of Directors entitled to
receive notice of a meeting of Directors or committee of Directors, as the case may be (an alternate Director, subject as provided otherwise in the terms of appointment of the alternate Director, being entitled to sign such a resolution on behalf of
his appointer), shall be as valid and effectual as if it had been passed at a duly called and constituted meeting of Directors or committee of Directors, as the case may be. When signed a resolution may consist of several documents each signed by
one or more of the Directors or his duly appointed alternate. The continuing Directors may act notwithstanding any vacancy in their body but if and for so long as their
number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number, or of summoning a general meeting of the Company, but for no
other purpose. The Chairman shall preside as chairman at every meeting of the Board, but if no such Chairman is elected, or if
at any meeting the Chairman is not present within fifteen minutes after the time appointed for holding the meeting, the Directors present may choose one of their number to be chairman of the meeting. Subject to any regulations imposed on it by the Directors and these Articles, a committee appointed by the
Directors may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the meeting, the committee members present may choose one of
their number to be chairman of the meeting. A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to any regulations
imposed on it by the Directors, questions arising at any meeting shall be determined by 42
All acts done by any meeting of the Directors or of a committee of Directors, or by any Person acting as a
Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or Person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had
been duly appointed and was qualified to be a Director. DIVIDENDS Subject to any rights and restrictions for the time being attached to any Shares, or as otherwise provided for
in the Companies Act and these Articles (including for the avoidance of doubt, Article 86), the Directors may from time to time declare dividends (including interim dividends) and other distributions on Shares in issue and authorise payment of the
same out of the funds of the Company lawfully available therefor. Without limiting Article 129 and subject to these Articles (including for the avoidance of doubt, Article 86)
and any rights and restrictions for the time being attached to any Shares, the Company by Ordinary Resolution may declare dividends, but no dividend shall exceed the amount recommended by the Directors. The Directors may determine, before recommending or declaring any dividend, to set aside out of the funds
legally available for distribution such sums as they think proper as a reserve or reserves which shall be applicable for meeting contingencies, or for equalising dividends or for any other purpose to which those funds may be properly applied and
pending such application may, at the determination of the Directors, either be employed in the business of the Company or be invested in such investments as the Directors may from time to time think fit. Any dividend may be paid in any manner as the Directors may determine. If paid by cheque it will be sent
through the post to the registered address of the Shareholder or Person entitled thereto, or in the case of joint holders, to any one of such joint holders at his registered address or to such Person and such address as the Shareholder or Person
entitled, or such joint holders as the case may be, may direct. Every such cheque shall be made payable to the order of the Person to whom it is sent or to the order of such other Person as the Shareholder or Person entitled, or such joint holders
as the case may be, may direct. The Directors when paying dividends to the Shareholders in accordance with the foregoing provisions of these
Articles may make such payment either in cash or in specie and may determine the extent to which amounts may be withheld therefrom (including, without limitation, any taxes, fees, expenses or other liabilities for which a Shareholder (or the
Company, as a result of any action or inaction of the Shareholder) is liable). Subject to any rights and restrictions for the time being attached to any Shares, all dividends shall be
declared and paid according to the amounts paid up on the Shares, but if and for so long as 43
If several Persons are registered as joint holders of any Share, any of them may give effectual receipts for
any dividend or other moneys payable on or in respect of the Share. No dividend shall bear interest against the Company. ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION The books of account relating to the Company’s affairs shall be kept in such manner as may be determined
from time to time by the Directors. The books of account shall be kept at the Office, or at such other place or places as the Directors think fit,
and shall always be open to the inspection of the Directors. The Directors may from time to time determine whether and to what extent and at what times and places and under
what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Shareholders not being Directors, and no Shareholder (not being a Director) shall have any right of inspecting any account or book
or document of the Company except as conferred by law or authorised by the Directors or by Ordinary Resolution. The accounts relating to the Company’s affairs shall only be audited if the Directors so determine and/or
if required by any applicable law, rule, regulation or regulatory authority, in which case the accounting principles will be determined by the Directors. The financial year of the Company shall end on 31 December of each year or such other date
as the Directors may determine. The Directors in each year shall prepare, or cause to be prepared, an annual return and declaration setting
forth the particulars required by the Companies Act and deliver a copy thereof to the Registrar of Companies in the Cayman Islands. CAPITALISATION OF RESERVES Subject to the Companies Act and these Articles, the Directors may: resolve to capitalise an amount standing to the credit of reserves (including a Share Premium Account, capital
redemption reserve and profit and loss account), whether or not available for distribution; appropriate the sum resolved to be capitalised to the Shareholders in proportion to the nominal amount of
Shares (whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards: paying up the amounts (if any) for the time being unpaid on Shares held by them respectively, or
44
paying up in full unissued Shares or debentures of a nominal amount equal to that sum, and allot the Shares or debentures, credited as fully paid, to the Shareholders (or as they may direct) in those proportions, or partly in one
way and partly in the other, but the Share Premium Account, the capital redemption reserve and profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued Shares to be allotted to
Shareholders credited as fully paid; make any arrangements they think fit to resolve a difficulty arising in the distribution of a capitalised
reserve and in particular, without limitation, where Shares or debentures become distributable in fractions the Directors may deal with the fractions as they think fit; authorise a Person to enter (on behalf of all the Shareholders concerned) into an agreement with the Company
providing for either: the allotment to the Shareholders respectively, credited as fully paid, of Shares or debentures to which they
may be entitled on the capitalisation, or the payment by the Company on behalf of the Shareholders (by the application of their respective proportions of
the reserves resolved to be capitalised) of the amounts or part of the amounts remaining unpaid on their existing Shares, and any such agreement made under this authority being effective and binding on all those Shareholders; and generally do all acts and things required to give effect to any of the actions contemplated by this Article.
SHARE PREMIUM ACCOUNT The Directors shall in accordance with the Companies Act establish a Share Premium Account and shall carry to
the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any Share. There shall be debited to any Share Premium Account on the redemption or purchase of a Share the difference
between the nominal value of such Share and the redemption or purchase price provided always that at the determination of the Directors such sum may be paid out of the profits of the Company or, if permitted by the Companies Act, out of capital.
NOTICES Any notice or document may be served by the Company or by the Person entitled to give notice to any Shareholder
either personally, or by posting it airmail or air courier service in a prepaid letter addressed to such Shareholder at his address as appearing in the Register, or by electronic mail
45
Any Shareholder present, either personally or by proxy, at any meeting of the Company shall for all purposes be
deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened. Any notice or other document, if served by: post, shall be deemed to have been served five clear days after the time when the letter containing the same is
posted; facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a
report confirming transmission of the facsimile in full to the facsimile number of the recipient; recognised courier service, shall be deemed to have been served 48 hours after the time when the letter
containing the same is delivered to the courier service; or electronic mail, shall be deemed to have been served immediately upon the time of the transmission by
electronic mail. In proving service by post or courier service it shall be sufficient to prove that the letter
containing the notice or documents was properly addressed and duly posted or delivered to the courier service. Any notice or document delivered or sent in accordance with the terms of these Articles shall notwithstanding
that such Shareholder be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of such Shareholder as sole or joint holder,
unless his name shall at the time of the service of the notice or document, have been removed from the Register as the holder of the Share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all
Persons interested (whether jointly with or as claiming through or under him) in the Share. Notice of every general meeting of the Company shall be given to: all Shareholders holding Shares with the right to receive notice and who have supplied to the Company an
address for the giving of notices to them; and 46
every Person entitled to a Share in consequence of the death or bankruptcy of a Shareholder, who but for his
death or bankruptcy would be entitled to receive notice of the meeting. No other Person shall be entitled to receive
notices of general meetings. INDEMNITY Every Director (including for the purposes of this Article any alternate Director appointed pursuant to the
provisions of these Articles), Secretary, assistant Secretary, or other Officer (but not including the Company’s auditors) and the personal representatives of the same (each an “Indemnified Person”) shall be indemnified and
secured harmless out of the assets and funds of the Company against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified
Person’s own dishonesty, wilful default or fraud as determined by a court of competent jurisdiction, in or about the conduct of the Company’s business or affairs (including as a result of any mistake of judgment) or in the execution or
discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or
otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere. No Indemnified Person shall be liable (and an Indemnified Person shall be indemnified by the Company as
described in Article 150 if any person holds such Indemnified Person liable): for the acts, receipts, neglects, defaults or omissions of any other Director or Officer or agent of the
Company; or for any loss on account of defect of title to any property of the Company; or on account of the insufficiency of any security in or upon which any money of the Company shall be invested; or
for any loss incurred through any bank, broker or other similar Person; or for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or
oversight on such Indemnified Person’s part; or for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of
the duties, powers, authorities, or discretions of such Indemnified Person’s office or in relation thereto; unless
the same shall happen through such Indemnified Person’s own dishonesty, wilful default or fraud as determined by a court of competent jurisdiction. 47
NON-RECOGNITION OF TRUSTS Subject to the proviso hereto, no Person shall be recognised by the Company as holding any Share upon any trust
and the Company shall not, unless required by law, be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any Share or (except only as otherwise provided by
these Articles or as the Companies Act requires) any other right in respect of any Share except an absolute right to the entirety thereof in each Shareholder registered in the Register, provided that, notwithstanding the foregoing, the Company shall
be entitled to recognise any such interests as shall be determined by the Directors. WINDING UP If the Company shall be wound up the liquidator shall apply the assets of the Company in such manner and order
as he thinks fit in satisfaction of creditors’ claims. If the Company shall be wound up, the liquidator may, with the sanction of an Ordinary Resolution divide
amongst the Shareholders in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose set such value as he deems fair upon any property to be divided
as aforesaid and may determine how such division shall be carried out as between the Shareholders or different Classes. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the
benefit of the Shareholders as the liquidator, with the like sanction shall think fit, but so that no Shareholder shall be compelled to accept any assets whereon there is any liability. AMENDMENT OF ARTICLES OF ASSOCIATION Subject to the Companies Act and the rights attaching to the various Classes, the Company may at any time and
from time to time by Special Resolution alter or amend these Articles in whole or in part. CLOSING OF REGISTER OR
FIXING RECORD DATE For the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote at any
meeting of Shareholders or any adjournment thereof, or those Shareholders that are entitled to receive payment of any dividend, or in order to make a determination as to who is a Shareholder for any other purpose, the Directors may provide that the
Register shall be closed for transfers for a stated period which shall not exceed in any case 40 days. If the Register shall be so closed for the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote at a
meeting of Shareholders the Register shall be so closed for at least ten days immediately preceding such meeting and the record date for such determination shall be the date of the closure of the Register. In lieu of or apart from closing the Register, the Directors may fix in advance a date as the record date for
any such determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of the Shareholders and for the purpose of determining those Shareholders
48
If the Register is not so closed and no record date is fixed for the determination of those Shareholders
entitled to receive notice of, attend or vote at a meeting of Shareholders or those Shareholders that are entitled to receive payment of a dividend, the date on which notice of the meeting is posted or the date on which the resolution of the
Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Shareholders. When a determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of
Shareholders has been made as provided in this Article, such determination shall apply to any adjournment thereof. REGISTRATION BY WAY OF CONTINUATION The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside
the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar
of Companies to deregister the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect
the transfer by way of continuation of the Company. MERGERS AND CONSOLIDATION The Company may merge or consolidate in accordance with the Companies Act. To the extent required by the Companies Act, the Company may by Special Resolution resolve to merge or
consolidate the Company. DISCLOSURE The Directors, or any authorised service providers (including the Officers, the Secretary and the registered
office agent of the Company), shall be entitled to disclose to any regulatory or judicial authority, or to any stock exchange on which the Shares may from time to time be listed, any information regarding the affairs of the Company including,
without limitation, information contained in the Register and books of the Company. 49
CONSEQUENCES OF A REA BREACH In the event that REA, REA Listco, or any of their respective Subsidiaries (as applicable) or the NWS Group has
breached Clauses 6.1 or 6.2 of the Shareholders Agreement, REA shall cease to be entitled to receive benefits and to enforce its rights under Articles 44, 45(d), 87, 95, and 101 of these Articles until such time as the relevant breach is remedied by
REA, REA Listco, or any of their respective Subsidiaries (as applicable) or the NWS Group to the reasonable satisfaction of the Company, the TPG Investor Entities and the KKR Investor. 50
SCHEDULE 1 RESERVED MATTERS In respect of any of the Company’s direct or indirect subsidiaries, any initial public offering of its
shares or securities. Any purchase or acquisition of any material asset, property or any interest therein or sale or disposal of the
whole or a substantial part of the undertaking or assets of the Company or any of the Company’s direct or indirect Subsidiaries (for the purposes of this Schedule 1, the “ListCo Group,” and any member of the ListCo Group, a
“ListCo Group Company”). For the purposes of this paragraph 2, a material asset or property shall mean any asset or property where the consideration payable or receivable by a ListCo Group Company for such asset or property
represents more than 25% of the value of the total assets or revenue of the ListCo Group (whichever is greater) as set out in the Company’s latest published consolidated financial statements. Any change in the maximum size of the Board. Any change in the Group Business or the business undertaken by the Group. 51
PROCEEDINGS AT GENERAL MEETINGS
27
VOTES OF SHAREHOLDERS
29
CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
30
RESERVED MATTERS
30
DIRECTORS
30
ALTERNATE DIRECTOR
33
POWERS AND DUTIES OF DIRECTORS
34
BORROWING POWERS OF DIRECTORS
37
THE SEAL
37
DISQUALIFICATION OF DIRECTORS
38
PROCEEDINGS OF DIRECTORS
38
DIVIDENDS
43
ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION
44
CAPITALISATION OF RESERVES
44
SHARE PREMIUM ACCOUNT
45
NOTICES
45
INDEMNITY
47
NON-RECOGNITION OF TRUSTS
48
WINDING UP
48
AMENDMENT OF ARTICLES OF ASSOCIATION
48
CLOSING OF REGISTER OR FIXING RECORD DATE
48
REGISTRATION BY WAY OF CONTINUATION
49
MERGERS AND CONSOLIDATION
49
DISCLOSURE
49
CONSEQUENCES OF A REA BREACH
50
1.
a.
generalist classifieds including real estate, and (b) comparing and securing property loans and personal finance for private consumers and business; and
b.
(a)
(b)
(a)
(b)
2.
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
3.
4.
5.
6.
7.
8.
(a)
(b)
9.
10.
partly paid-up Shares or partly in one way and partly in the other. The Company may also pay such brokerage as may be lawful on any issue of Shares.
11.
12.
13.
14.
15.
participation rights) and other attributes of a whole Share. If more than one fraction of a Share of the same Class is issued to or acquired by the same Shareholder such fractions shall be
accumulated.
16.
17.
18.
19.
20.
21.
22.
per annum from the day appointed for the payment thereof to the time of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly or in part.
23.
24.
25.
26.
27.
28.
29.
30.
31.
32.
33.
34.
35.
36.
37.
38.
39.
40.
(a)
(b)
41.
42.
Shareholder, or (ii) where such Transferring Shareholder remains a Shareholder following such Transfer, in addition to, the Transferring Shareholder, unless, in each case, such Transfer
results in a termination of the Shareholders Agreement in accordance with its terms).
43.
(a)
(b)
(c)
(d)
collective investment vehicle (including, for the avoidance of doubt, the TPG Investor Entities and the KKR Investor) (a “Fund Investor”), a “change of control” event
for the purposes of Article 43(a) shall only be considered to have occurred if such Fund Investor ceases to be, directly or indirectly controlled, managed and/or advised by (i) its investment manager and/or general partner as of the date of the
Shareholders Agreement; or (ii) an investment manager, general partner or other entity that is an Affiliate of its existing investment manager and/or general partner.
44.
(a)
(i)
(ii)
(A)
(1)
(I)
(II)
(2)
(B)
(C)
(iii)
(b)
(c)
(d)
(i)
(ii)
(A)
(B)
(iii)
(e)
(f)
(g)
Public Supporting Shareholders from transferring their respective Securities to REA or REA from purchasing such Securities. REA shall be irrevocably obligated to purchase such ROFO Securities,
and the Public Shareholder ROFO Securities (if any), against the receipt by the Company’s company secretary or transfer agent, as applicable of duly executed transfer forms or other applicable instrument of transfer, together with any relevant
share certificates or affidavits for lost share certificates in respect of the ROFO Securities or the Public Shareholder ROFO Securities (if any) from the Drag Sale Transferor, the ROFO Drag-Along Shareholders and the Public Supporting Shareholders
that have delivered a Public Shareholder ROFO Participation Notice within the Public Shareholder ROFO Response Period. The definitive sale and purchase agreement for the sale of the ROFO Securities and the Public Shareholder ROFO Securities (if any)
shall not contain any representations or warranties by (or restrictive covenants on) the Drag Sale Transferor, the ROFO Drag-Along Shareholders and the Public Supporting Shareholders that have delivered a Public Shareholder ROFO Participation Notice
within the Public Shareholder ROFO Response Period other than, on a several and proportionate basis with respect to the ROFO Securities and the Public Shareholder ROFO Securities (if any) being sold, representations and warranties with respect to:
(i)
(ii)
(h)
(i)
(ii)
(iii)
(iv)
(A)
complete the transfer of the relevant Securities as a result of REA’s fault, act or omission, within 15 days (or such longer period as may be agreed between the Drag Sale Transferor and REA)
of the ROFO Response Expiration Date (the “ROFO Signing Deadline”); or
(B)
(i)
(i)
(ii)
(A)
(B)
(C)
45.
(a)
(i)
(ii)
(iii)
(b)
(i)
(ii)
(iii)
(c)
(i)
(ii)
(A)
(B)
(iii)
(d)
46.
47.
48.
49.
50.
(a)
(b)
(c)
(d)
51.
52.
(a)
(b)
(c)
(d)
53.
54.
55.
56.
57.
58.
(a)
(b)
59.
60.
61.
Shareholders notice in writing of any cancellation or postponement. A postponement may be for a stated period of any length or indefinitely as the Directors may determine.
62.
63.
64.
65.
66.
67.
voting share capital of the Company present in person or by proxy and entitled to vote at that meeting shall form a quorum.
68.
69.
70.
71.
72.
(a)
(b)
(i)
(ii)
73.
74.
75.
76.
77.
78.
79.
80.
81.
82.
83.
84.
85.
86.
87.
(a)
(b)
(c)
(i)
(ii)
88.
(a)
(b)
(c)
(d)
(e)
(f)
89.
90.
91.
(a)
(b)
92.
93.
94.
95.
(a)
(i)
(ii)
(iii)
96.
at any time in writing revoke the appointment of an alternate appointed by him. Such alternate shall not be an Officer solely as a result of his appointment as an alternate other than in
respect of such times as the alternate acts as a Director. The remuneration of such alternate shall be payable out of the remuneration of the Director appointing him and the proportion thereof shall be agreed between them.
97.
98.
99.
100.
101.
(a)
(b)
(i)
(ii)
(iii)
(iv)
(c)
(i)
(ii)
(iii)
(A)
(B)
(C)
(D)
(iv)
Entities (acting as a group) and the KKR Investor in the following order of rotation: the TPG Investor Entities (as a group), then the KKR Investor.
(v)
(vi)
(vii)
(d)
(i)
(ii)
(A)
(B)
(iii)
(iv)
(v)
102.
vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney or other appointment may
contain such provisions for the protection and convenience of Persons dealing with any such Attorney or Authorised Signatory as the Directors may think fit, and may also authorise any such Attorney or Authorised Signatory to delegate all or any of
the powers, authorities and discretion vested in him.
103.
104.
105.
106.
107.
108.
109.
and if given after may be in general form confirming a number of affixings of the Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an assistant Secretary) or in
the presence of any one or more Persons as the Directors may appoint for the purpose and every Person as aforesaid shall sign every instrument to which the Seal is so affixed in their presence.
110.
111.
112.
(a)
(b)
(c)
(d)
(e)
(f)
113.
have a second or casting vote. A Director may, and a Secretary or assistant Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors.
114.
115.
116.
117.
118.
(a)
(A)
(B)
(C)
(D)
(i)
(A)
(B)
(ii)
(b)
(i)
in other investments, business ventures or persons of any nature or description, independently or with others, similar or dissimilar to, or that competes with, the investments or business of the
Group Companies, and may provide advice and other assistance to any such investment, business venture or person, and the Group Companies and the other Shareholder Parties shall have no rights by virtue the Shareholders Agreement and/or these
Articles in and to such investments, business ventures or persons or the income or profits derived therefrom. The pursuit of any such investment or venture, even if competitive with the business of any Group Company, shall not be deemed wrongful or
improper and shall not constitute a conflict of interest or breach of fiduciary or other duty in respect of any Group Company or the other Shareholder Parties.
(ii)
(iii)
119.
120.
provided that nothing herein contained shall authorise a Director or his firm to act as auditor to the Company.
121.
(a)
(b)
(c)
122.
123.
124.
125.
126.
127.
a majority of votes of the committee members present and in case of an equality of votes the chairman shall not have a second or casting vote.
128.
129.
130.
131.
132.
133.
134.
nothing is paid up on any of the Shares dividends may be declared and paid according to the par value of the Shares.
135.
136.
137.
138.
139.
140.
141.
142.
(a)
(b)
(i)
(ii)
(c)
(d)
(i)
(ii)
(e)
143.
144.
145.
to any electronic mail address such Shareholder may have specified in writing for the purpose of such service of notices, or by facsimile should the Directors deem it appropriate. In the case of
joint holders of a Share, all notices shall be given to that one of the joint holders whose name stands first in the Register in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders.
146.
147.
(a)
(b)
(c)
(d)
148.
149.
(a)
(b)
150.
151.
(a)
(b)
(c)
(d)
(e)
(f)
152.
153.
154.
155.
156.
157.
that are entitled to receive payment of any dividend the Directors may, at or within 90 days prior to the date of declaration of such dividend, fix a subsequent date as the record date for such
determination.
158.
159.
160.
161.
162.
163.
1.
2.
3.
4.
Exhibit 3.1
Dated 17 March 2022
TPG Asia VI SF Pte. Ltd.
and
TPG Asia VI SPV GP LLC
in its capacity as general partner of TPG Asia VI Digs 1 L.P.
and
Epsilon Asia Holdings II Pte. Ltd.
and
REA Asia Holding Co. Pty Ltd.
and
REA Group Limited
and
PropertyGuru Group Limited
as the Company
SHAREHOLDERS’ AGREEMENT
relating to PropertyGuru Group Limited
1
TABLE OF CONTENTS
| Contents | Page | |||||
| 1. |
Definitions and Interpretation | 2 | ||||
| 2. |
Business of the Group | 10 | ||||
| 3. |
Board of Directors | 11 | ||||
| 4. |
General Meetings | 19 | ||||
| 5. |
Transfer of Securities | 21 | ||||
| 6. |
Future Activities | 31 | ||||
| 7. |
Tax Matters | 37 | ||||
| 8. |
Warranties | 39 | ||||
| 9. |
Term and Termination | 39 | ||||
| 10. |
Notices and General | 40 | ||||
| Appendix A Joinder Agreement |
1 | |||||
1
This Agreement is made on 17 March 2022 among:
| (1) | TPG Asia VI SF Pte. Ltd. (Company Registration No. 201228334D), a company incorporated in Singapore and having its registered office at 83 Clemenceau Avenue, #11-01, UE Square, Singapore 239920 (the “TPG Investor”); |
| (2) | TPG Asia VI SPV GP LLC (Company Registration No. 3256), a limited liability company incorporated in the Cayman Islands and having its registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, in its capacity as general partner of TPG Asia VI Digs 1 L.P., which is a limited partnership registered in the Cayman Islands and having its registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “TPG Investor 2”, and together with the TPG Investor and their respective Affiliates (as defined herein) (where such Affiliate is a Shareholder (as defined herein) and a party to this Agreement), collectively the “TPG Investor Entities”, and each a “TPG Investor Entity”, provided that any of the foregoing that ceases to be a Shareholder shall not be considered a TPG Investor Entity); |
| (3) | Epsilon Asia Holdings II Pte. Ltd. (Company Registration No. 201809792W), a company incorporated in Singapore and having its registered office at 10 Changi Business Park Central 2, #05-01, Hansapoint@CBP, Singapore 486030 (the “KKR Investor”); |
| (4) | REA Asia Holding Co. Pty Ltd. (ABN 650 855 744), a company incorporated in Victoria, Australia whose registered office is at 511 Church Street, Richmond VIC 3121, Australia; (“REA”); |
| (5) | REA Group Limited (ABN 54 068 349 066), a company incorporated in Victoria, Australia whose registered office is at 511 Church Street, Richmond VIC 3121, Australia (“REA Listco”); and |
| (6) | PropertyGuru Group Limited, an exempted company incorporated with limited liability in the Cayman Islands with its registered office at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands (the “Company”). |
It is agreed as follows:
| 1. | Definitions and Interpretation |
| 1.1 | In this Agreement and the Schedules, unless the subject or context otherwise requires,the following words and expressions shall have the following meanings respectively ascribed to them: |
“99.co Board” shall have the meaning ascribed to it in Clause 3.1.3(i);
“Acquired Entity” shall have the meaning ascribed to it in Clause 6.1.3(v);
“Act” means the Companies Act (as amended) of the Cayman Islands;
“Alternative Consideration” means consideration offered by a Purchaser that is not in the form of cash or Readily Marketable Securities;
2
“Announcement” shall have the meaning ascribed to it in Clause 10.3;
“Annual Budget” shall have the meaning ascribed to it in Clause 2.2;
“Applicable Law” means any legislation, statute, act, decree, rule, order, treaty, directive, regulation, subsidiary or subordinate legislation, code, judgment, order, statutory guidance note, circular, decree, directive, code of practice, notice or announcement or any other law (including common law, securities laws and regulations or listing rules), or any interpretation thereof, which is binding on a party which has been enacted, issued or promulgated by any Governmental Body or any order, judgment or decree of any court with jurisdiction over the relevant party;
“Appointing Shareholder” shall have the meaning ascribed to it in Clause 5.4.1;
“Approved Investment Bank” means any of the following investment banks, including affiliates and successors thereof: Bank of America Corp, UBS, Goldman Sachs and Co., Morgan Stanley Incorporated, J.P. Morgan, Credit Suisse, CITIGROUP, Deutsche Bank and any other internationally recognised investment bank as agreed between the TPG Investor Entities (as a group), the KKR Investor and REA (each acting reasonably);
“Articles” means the memorandum and articles of association for the time being of the Company (as amended, supplemented and/or varied from time to time in accordance with this Agreement);
“Associated Persons” shall have the meaning ascribed to it in Clause 10.6.3;
“Attorney” shall have the meaning ascribed to it in Clause 5.4.1;
“Board” means the board of directors of the Company from time to time;
“Board Observer” shall have the meaning ascribed to it in Clause 3.2.2;
“Business Day” means a day on which banks are open for ordinary banking business in Singapore, the Cayman Islands and New York (excluding Saturdays, Sundays and public holidays);
“Cash Consideration” shall have the meaning ascribed to it in Clause 5.3.3(iii);
“CEO Direct Reports” shall have the meaning ascribed to it in Clause 6.2.1;
“CEO Indirect Reports” shall have the meaning ascribed to it in Clause 6.2.1;
“CFC” shall have the meaning ascribed to it in Clause 7.2.1;
“Code” means U.S. Internal Revenue Code of 1986, as amended;
3
“Conflicted Shareholders” shall have the meaning ascribed to it in Clause 4.2.4(a);
“Curing Period” shall have the meaning ascribed to it in Clause 6.6.2;
“Director” means any director of the Company from time to time;
“Dow Jones” means Dow Jones & Company, Inc.;
“Drag-Along Shareholders” shall have the meaning ascribed to it in Clause 5.3.1;
“Drag Notice” shall have the meaning ascribed to it in Clause 5.3.2;
“Drag Sale” shall have the meaning ascribed to it in Clause 5.3.1;
“Drag Sale Transferor” shall have the meaning ascribed to it in Clause 5.2;
“Dragging Shareholder” shall have the meaning ascribed to it in Clause 5.3.1;
“Employee Stock Option Plans” means the PropertyGuru Group Limited Employee Stock Option Plan 2016, the PropertyGuru Group Limited Restricted Stock Units Plan, the PropertyGuru Group Limited Employee Stock Option Plan 2018, the PropertyGuru Group Limited Omnibus Equity Incentive Plan and the PropertyGuru Group Limited Non-Executive Directors Share Plan;
“Encumbrance” includes any mortgage, assignment, debenture, lien, hypothecation, charge, pledge, adverse claim, rent-charge, title retention, claim, equity, option, pre-emption right, right to acquire, security agreement and security interest or other right or encumbrance of whatever nature and “Encumbrances” shall be construed accordingly;
“Ex-CEO Direct Reports” shall have the meaning ascribed to it in Clause 6.2.1;
“Existing Major Shareholders” shall have the meaning ascribed to it in Clause 5.3.4;
“Fair Market Value” means, in respect of Alternative Consideration, the fair market value of such Alternative Consideration as agreed between: (i) the selling Shareholder(s) (as a group), and (ii) the Shareholders electing to receive the Cash Consideration (as a group), or, failing such agreement, each of (a) the selling Shareholder(s) (as a group), and (b) the Shareholders electing to receive the Cash Consideration (as a group) shall appoint an Approved Investment Bank to calculate the fair market value of such Alternative Consideration and the simple average of the two valuations shall be the fair market value, provided that if the two valuations deviate by more than 10 per cent., the two Approved Investment Banks shall jointly nominate (and the Company shall appoint) a third Approved Investment Bank to determine the fair market value, which shall be final and binding on the aforesaid Shareholders in the absence of fraud and manifest error;
“Fund Investor” shall have the meaning ascribed to it in Clause 5.6.4;
4
“Governmental Body” means any foreign, federal, state, provincial, local or other court, governmental authority, tribunal, commission or regulatory body or self-regulatory body (including any securities exchange), or any political or other subdivision, department, agency or branch of any of the foregoing;
“Group” means the Company and its Subsidiaries from time to time, including any Subsidiaries where, due to local law requirements the majority owner(s) is/are local shareholder(s) falling outside of the Group, and “Group Company” means any one of them;
“Investor Personal Rights” means the rights specified as applying to a named Shareholder Party as are set out in Clauses 3.1, 3.2.2, and as regards REA only, Clause 5.2;
“Joinder Agreement” means the certificate of joinder to this Agreement in the form and on the terms set out in Appendix A;
“KKR Investor Director” means any Director appointed by the KKR Investor pursuant to Clause 3.1.2;
“Losses” means all costs, losses, liabilities, damages, claims, demands, proceedings, expenses, penalties and legal and other professional fees, including any diminution of value;
“Major Shareholder” means a Shareholder holding at least five per cent. of the Shares outstanding at any time provided always that in relation to the TPG Investor Entities, each TPG Investor Entity would be a Major Shareholder for as long as the TPG Investor Entities, in aggregate, hold at least five per cent. of the Shares outstanding at any time;
“Necessary Action” means (i) with respect to the Company, taking all reasonable actions, and (ii) with respect to a Shareholder Party, taking all reasonable actions within its power and rights as a Shareholder, in each case that are necessary to procure an outcome, including as regards a Shareholder Party, by exercising all its rights as a Shareholder, and procuring that the Director nominated by it take all reasonable action and use all their rights as directors, subject always to the Director’s fiduciary duties, including calling (if necessary) and attending all shareholders’ meetings and exercising the votes attached to its Shares;
“Non-Liable Persons” shall have the meaning ascribed to it in Clause 10.11;
“NWS” means News Corporation;
“NWS Group” means NWS and its Subsidiaries other than REA Listco and its Subsidiaries;
“NWS Restricted Business” shall have the meaning ascribed to it in Clause 6.1.2;
“Ordinary Shares” means ordinary shares in the capital of the Company with a nominal or par value of US$0.0001;
“Parties” means the Shareholder Parties, REA Listco and the Company and “Party” means any one of them;
“PFIC” shall have the meaning ascribed to it in Clause 7.2.2;
5
“Public Shareholder ROFO Notice” shall have the meaning ascribed to it in Clause 5.2.4(i);
“Public Shareholder ROFO Participation Notice” shall have the meaning ascribed to it in Clause 5.2.4(iii);
“Public Shareholder ROFO Response Period” shall have the meaning ascribed to it in Clause 5.2.4(iii);
“Public Shareholder ROFO Right” shall have the meaning ascribed to it in Clause 5.2.4(ii)(ii);
“Public Shareholder ROFO Securities” shall have the meaning ascribed to it in Clause 5.2.4(ii);
“Public Supporting Shareholders” shall have the meaning ascribed to it in Clause 5.2.1(iii);
“Purchaser” means a bona fide arm’s length third party buyer that is not a Shareholder or an Affiliate of a Shareholder or the Company;
“Readily Marketable Securities” means securities that are listed on such international stock exchange as may be approved in advance by both the TPG Investor and the KKR Investor;
“REA Director” means the Director appointed by REA pursuant to Clause 3.1.3;
“REA Entry Price” means US$6.40 (as adjusted for any dividends, share splits, consolidations or sub-divisions from time to time);
“REA Floor Price” means the higher of: (i) the REA Entry Price; and (ii) the ROFO Application Price offered by REA (if any) (in each case as adjusted for any dividends, share splits, consolidations or sub-divisions from time to time);
“REA Restricted Business” shall have the meaning ascribed to it in Clause 6.1.1;
“REA ROFO Default” shall have the meaning ascribed to it in Clause 5.2.8(iv);
“Restricted Business Divestment” shall have the meaning ascribed to it in Clause 6.1.6;
“Restricted Business Divestment Period” shall have the meaning ascribed to it in Clause 6.1.6;
“Restricted Territories” shall have the meaning ascribed to it in Clause 6.1;
“ROFO Acceptance Notice” shall have the meaning ascribed to it in Clause 5.2.6;
“ROFO Application” shall have the meaning ascribed to it in Clause 5.2.2;
“ROFO Application Price” shall have the meaning ascribed to it in Clause 5.2.2;
“ROFO Drag-Along Notice” shall have the meaning ascribed to it in Clause 5.2.6;
6
“ROFO Drag-Along Shareholders” shall have the meaning ascribed to it in Clause 5.2.6;
“ROFO Notice” shall have the meaning ascribed to it in Clause 5.2.1;
“ROFO Notice Despatch Date” shall have the meaning ascribed to it in Clause 5.2.1(i);
“ROFO Notice Period” shall have the meaning ascribed to it in Clause 5.2.2;
“ROFO Response Notice” shall have the meaning ascribed to it in Clause 5.2.4(i);
“ROFO Response Expiration Date” shall have the meaning ascribed to it in Clause 5.2.4(i);
“ROFO Securities” shall have the meaning ascribed to it in Clause 5.2.2;
“ROFO Completion Deadline” shall have the meaning ascribed to it in Clause 5.2.8(iv)(b);
“ROFO Signing Deadline” shall have the meaning ascribed to it in Clause 5.2.8(iv)(a);
“ROFO Third Party Transfer Period” shall have the meaning ascribed to it in Clause 5.2.8(iv);
“Securities” shall have the meaning ascribed to it in Clause 5.1;
“Shareholders” means the shareholders of the Company from time to time;
“Shareholder Parties” means Shareholders who are parties to this Agreement from time to time, including any person (as defined below) who executes a Joinder Agreement in the form set out in Appendix A hereto, and “Shareholder Party” means any one of them;
“Shares” means shares in the capital of the Company, which at the date hereof comprise solely the Ordinary Shares and “Share” shall have the corresponding meaning;
“TPG Investor Director” means any Director appointed by the TPG Investor Entities pursuant to Clause 3.1.1;
“Transfer” means in relation to a Security includes whether directly or indirectly; (i) a sale, assignment or transfer; (ii) creating or permitting to subsist any Encumbrance; (iii) creating any trust or conferring any interest; (iv) any agreement, arrangement or understanding in respect of votes or the right to receive dividends; (v) the renunciation or assignment of any right to subscribe or receive a Security or any legal or beneficial interest in a Security; (vi) any agreement to do any of the above, except an agreement to transfer a Security which is conditional on compliance with the terms of this Agreement; and (vii) the transmission of a Security by operation of law;
“Transferee” shall have the meaning ascribed to it in Clause 5.5;
“Transferring Shareholder” shall have the meaning ascribed to it in Clause 5.5;
7
“Warrants” shall have the meaning ascribed to it in that certain Novation, Assumption and Amendment Agreement dated as of July 23, 2021, by and among the Company, the KKR Investor and PropertyGuru Pte. Ltd.;
| 1.2 | Subsidiary Legislation: References to a statutory provision include any subsidiary legislation made from time to time under that provision. |
| 1.3 | Modification etc. of Statutes: References to a statute or statutory provision include that statute or provision as from time to time modified, re-enacted or consolidated, whether before or after the date of this Agreement, so far as such modification, re-enactment or consolidation applies or is capable of applying to any transaction entered into in accordance with this Agreement and (so far as liability thereunder may exist or can arise) shall include also any past statute or statutory provision (as from time to time modified, re-enacted or consolidated) which such statute or provision has directly or indirectly replaced. |
| 1.4 | Affiliate and Control: The word “Affiliate” means, with respect to any specified person, any person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified person, including, in the case of the TPG Investor and the KKR Investor, any and all entities or vehicles that are managed and/or advised by any of the TPG Investor’s Affiliates or the KKR Investor’s Affiliates respectively; provided that the Company and each of its Subsidiaries shall be deemed not to be Affiliates of the TPG Investor Entities or the KKR Investor. As used in this definition of “Affiliate”, the word “control” (including its correlative meanings, “controlled by”, “controlling” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting securities, by contract or otherwise. |
| 1.5 | Subsidiary and Control: The word “Subsidiary” means, with respect to any specified person, any person that is directly or indirectly through one or more intermediaries controlled by such specified person, provided that the Company and each of its Subsidiaries shall be deemed not to be Subsidiaries of the TPG Investor Entities or the KKR Investor. As used in this definition of “Subsidiary”, the word “control” (including its correlative meanings, “controlled by” and “controlling” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting securities, by contract or otherwise. |
| 1.6 | Clauses, Schedules, etc.: References to this Agreement include any Recitals and Schedules to it and references to Clauses, Recitals, Schedules and Appendices are to the clauses and recitals of, and schedules and appendices to, this Agreement. References to paragraphs are to paragraphs of the Schedules. |
| 1.7 | Information: Any reference to books, records or other information means books, records or other information in any form including, without limitation, paper, electronically stored data, magnetic media, film and microfilm. |
| 1.8 | Headings: The headings are for convenience only and shall not affect the interpretation of this Agreement. |
8
| 1.9 | Including: The word “including” shall be deemed to be followed by “without limitation” or “but not limited to”, whether or not they are followed by such phrases or words of like import, and “otherwise” shall not be construed as limited by words with which it is associated. |
| 1.10 | Issued Shares: Unless otherwise stated (such as where reference is made to “fully diluted share capital” or “fully diluted basis”), references to “issued share capital of the Company” shall refer to the issued share capital of the Company excluding Securities that have been issued, or are reserved or authorised for future issuance or grant under the Employee Stock Option Plans, or any employee share incentive, option, award or other similar plan which has been approved in accordance with this Agreement, the Articles and/or Applicable Law. Where the Agreement is silent on whether share percentages are calculated based on “fully diluted share capital” or “fully diluted basis”, it shall be assumed that such share percentages shall be calculated on the basis of the issued share capital of the Company. |
| 1.11 | REA Listco: REA Listco is party to this Agreement solely for the purposes of Clauses 1, 6, 8, 9 and 10. Where REA Listco and REA have obligations under the same Clause, their respective liability to perform such obligations shall be several and not joint or joint and several. Save to the extent that REA Listco is in breach of its obligations under the above Clauses, the Parties undertake not to join REA Listco to any claim or proceedings in respect of this Agreement. |
| 1.12 | Others |
| 1.12.1 | Unless the context otherwise requires or permits, references to the singular number shall include references to the plural number and vice versa; references to natural persons shall include bodies corporate and vice versa; and words denoting any gender shall include all genders. |
| 1.12.2 | The expression “person” means any individual, corporation, partnership, association, limited liability company, trust, governmental or quasi-governmental authority or body or other entity or organisation. |
| 1.12.3 | References to “financial year” are to a period in respect of which the audited financial statements of the Company has been or is to be prepared for the purpose of laying before the Company at its annual general meeting, whether that period is a year or not. |
| 1.12.4 | In this Agreement, unless specified otherwise: |
| (i) | the rule known as the ejusdem generis rule shall not apply and accordingly general words introduced by the word “other” shall not be given a restrictive meaning by reason of fact that they are preceded by words indicating a particular class of acts, matters or things. |
| (ii) | Unless specified otherwise, general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples of the general words. |
9
| (iii) | Unless specified otherwise, the contra proferentum rule of construction of contracts shall not apply. |
| 1.12.5 | Where this Agreement requires a Group Company to perform an act, or subjects the Company to any obligation, all Shareholder Parties agree (to the extent that it is within their power to do so) to take all Necessary Action to procure that the Company performs that act or complies with that obligation. |
| 2. | Business of the Group |
| 2.1 | Business: Without prejudice to Clause 6, the Shareholder Parties agree that the Group intends to carry on the business of: |
| 2.1.1 | the provision of internet based platforms for: (i) persons or companies interested, for commercial or for private purposes, in selling, acquiring, renting or leasing real estate, or generalist classifieds including real estate; and (ii) comparing and securing property loans and personal finance for private consumers and business; and |
| 2.1.2 | the provision of online mortgage, insurance and services marketplace products and advertising, process automation, data analytics and software solutions for the property, automotive and general classifieds or related industries, |
in Singapore, Malaysia, Indonesia, Thailand, Vietnam, Brunei, Cambodia. Laos, Myanmar and the Philippines and subject to the other terms and conditions of this Agreement and the Articles, such other businesses as may from time to time be agreed on by the Board.
| 2.2 | Annual Budget: The management of the Company shall prepare an annual budget for each financial year (the “Annual Budget”) which will be submitted to the Board for its approval and adoption prior to the beginning of each financial year. The Annual Budget shall include a description of all material assumptions for the business, profit and loss statements and cash flow statements, with all such information to be prepared in accordance with applicable accounting standards. The Annual Budget shall also contain, inter alia, details of proposed capital expenditure for the financial year. |
| 2.3 | Exercise of Rights as Shareholders. Each Shareholder Party agrees that it shall not exercise its rights as a Shareholder in a way which contradicts the terms of this Agreement, in particular with respect to its voting rights in shareholders’ meetings. Save as contemplated by this Agreement, no Shareholder Party shall: |
| 2.3.1 | grant any proxy (other than a proxy to a person to vote on its behalf in relation to a specified shareholders’ meeting); |
| 2.3.2 | enter into or agree to be bound by any voting trust; or |
| 2.3.3 | enter into any shareholders’ agreement or other agreement or arrangement with any person, |
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in each case, with respect to the exercise of the voting rights attaching to its Shares.
| 2.4 | Share Option Plans: The Shareholder Parties (to the extent it is within their control) and the Company agree that the total aggregate number of: |
| 2.4.1 | Shares issuable pursuant to the exercise of any options or the settlement of any restricted stock units granted pursuant to the Employee Stock Option Plans; and |
| 2.4.2 | Shares issuable pursuant to the exercise of any options , the settlement of any restricted stock units or share awards granted or to be granted under any other employee share incentive, option, award or other similar plan which has been approved in accordance with the Articles, |
shall not at any time exceed 7.5 per cent. of the total number of Shares outstanding at the date of determination.
| 3. | Board of Directors |
| 3.1 | Number and Composition: The Board shall at all times consist of not more than nine Directors, comprising the following: |
| 3.1.1 | TPG Investor Director: one person jointly appointed by the TPG Investor Entities, provided that the TPG Investor Entities collectively hold in aggregate at least 7.5 per cent. of the issued share capital of the Company; |
| 3.1.2 | KKR Investor Director: one person appointed by the KKR Investor, provided that the KKR Investor and its Affiliates collectively hold in aggregate at least 7.5 per cent. of the issued share capital of the Company; |
| 3.1.3 | REA Director: one person appointed by REA, provided that REA holds at least 7.5 per cent. of the issued share capital of the Company and subject always to Clause 6.6.1. The person appointed by REA pursuant to this Clause 3.1.3 must fulfil or comply with the following requirements (as the case may be): |
| (i) | such person not having been previously appointed to, or been a director of, the board of directors of 99.co (“99.co Board”) or has not had and does not have access to any competitively sensitive information relating to 99.co; or |
| (ii) | if such person has previously been a director on the 99.co Board or has had access to competitively sensitive information relating to 99.co, then such person shall not be involved or participate in, and shall be required to recuse himself / herself from all and any pricing or commercial decisions relating to the business of Group for a period of six months commencing from the date of his / her appointment to the Board; and |
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| 3.1.4 | Non-transferability of appointment rights. Notwithstanding any other provision of this Agreement, the rights of appointment of each of the TPG Investor Entities, the KKR Investor and REA under this Clause 3.1 shall be personal and non-transferable. |
The remaining Directors comprising the Board (other than the TPG Investor Director, the KKR Investor Director and the REA Director) shall comprise independent non-executive Directors who do not, and whose spouses and immediate family members (by blood or marriage) do not, hold any directorships or securities in any member of the Group (save for any Shares issued or issuable pursuant to the exercise of any options, the settlement of any restricted stock units or share awards granted to or to be granted to such Directors under any employee share incentive, option, award or other similar plan which has been approved in accordance with the terms of this Agreement, the Articles and/or Applicable Law and/or any Shares issued or issuable pursuant to the terms of any director appointment letters which have been approved by the Board), or any Shareholder Party, REA Listco or NWS, with the exception of the then-serving Chief Executive Officer of the Company and Stephen Nicholas Melhuish.
| 3.2 | Change in Shareholding Percentages and Observers: |
| 3.2.1 | Resignation of Director in the event of any Change in Requisite Shareholding: In the event a Shareholder Party ceases to be a Shareholder or ceases to hold the requisite shareholding percentage in the Company, as the case may be, such that the number of directors appointed by such Shareholder Party exceeds its entitlement under Clause 3.1, such Shareholder Party shall immediately procure the resignation of its appointee as Director (or as its appointee on any committee of the Board), such that the Shareholder Party does not have more Directors on the Board (or any of its committees) than it is entitled to appoint pursuant to Clause 3.1. Any such resignations shall take effect without any liability on the Company, whether for compensation for loss of office or otherwise, except to the extent that the liability arises in relation to a service contract with a Director who was acting in an executive capacity. For the purposes of this Clause 3.2.1, references to “Shareholder Party” shall be deemed to refer to the TPG Investor Entities as a group, collectively. |
| 3.2.2 | Board Observers: Notwithstanding anything contained in this Clause 3, and, in respect of REA only, subject to Clause 6.6.1, each of: |
| (i) | the TPG Investor Entities (collectively as a group), in aggregate; |
| (ii) | the KKR Investor and its Affiliates (collectively as a group), in aggregate; and |
| (iii) | REA, |
provided that it holds at least 7.5 per cent. of the issued share capital of the Company, shall have the right to nominate one person as an observer (a “Board Observer”), who shall, subject to the Articles and/or Applicable Law, have the right to attend all meetings of the Board and any committee thereof, and speak at such meeting if they are invited to do so by any other Director at such meeting, but who shall not vote on any resolution of the Board or such committee. The Company shall provide to the Board Observer(s) all notices, minutes, consents, resolutions and all other materials and information that it provides to the Directors with respect to meetings of the Board or any such committee in the same format and at the same time that such materials and information are given to the Directors. The right of nomination conferred on each of the TPG Investor Entities, the KKR Investor and REA as aforesaid shall include the right of such Shareholder Party to request the removal at any time of such person nominated by it as a Board Observer, the right to nominate a substitute Board Observer and the right of that Shareholder Party at any time and from time to time to determine the period during which such person shall hold the position of the Board Observer. The right of nomination or request for removal of the Board Observer shall be in writing and signed by or on behalf of the Shareholder Party and shall be delivered to the registered office of the Company. The rights of the TPG Investor Entities, the KKR Investor and REA hereunder are in addition to their respective rights (if any) to appoint Directors to the Board pursuant to this Clause 3. For the avoidance of doubt, in respect of the TPG Investor Entities, the TPG Investor Entities shall collectively only have the right to appoint one Board Observer, and any appointment or removal of its Board Observer by the TPG Investor Entities in accordance with this Clause 3.2.2 shall be signed by the TPG Investor on behalf of all TPG Investor Entities for so long as the TPG Investor is a Shareholder, and if the TPG Investor ceases to be a Shareholder, then by the remaining TPG Investor Entities jointly.
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For the avoidance of doubt, the rights of appointment of each of the TPG Investor Entities, the KKR Investor and REA under this Clause 3.2.2 shall be personal and non-transferable.
| 3.3 | Right of Appointment and Removal: The right of appointment conferred on a Shareholder Party under Clause 3.1 shall include the right of that Shareholder Party to remove at any time from office such person appointed by that Shareholder Party as a Director and the right of that Shareholder Party at any time and from time to time to determine the period during which such person shall hold the office of Director. Any Shareholder Party removing a Director appointed by it shall procure that such Director shall waive, and release the Company from and against, any claim for wrongful dismissal arising from such removal. For the purposes of this Clause 3.3, references to “Shareholder Party” shall in respect of the TPG Investor Entities be deemed to refer to the TPG Investor Entities as a group, collectively. |
| 3.4 | Notice in Writing: |
| 3.4.1 | Each appointment or removal of a Director pursuant to this Clause 3 shall be in writing and signed by or on behalf of the Shareholder Party concerned and shall be delivered to the registered office for the time being of the Company. For the avoidance of doubt, any appointment or removal of a TPG Investor Director in accordance with this Clause 3 shall be signed by the TPG Investor for so long as the TPG Investor is a Shareholder, and if the TPG Investor ceases to be a Shareholder, then by the remaining TPG Investor Entities jointly. |
| 3.4.2 | The appointment and removal of a Director shall, subject to the Articles and/or Applicable Law, take effect as of the date of receipt of the notice of appointment or removal, as the case may be, in accordance with Clause 10.1 or the effective date of such appointment or removal, as the case may be, as specified in such notice, whichever is later. |
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| 3.4.3 | As soon as reasonably practicable following receipt by the Company of a notice of appointment or removal of a Director in accordance with this Clause 3, the Company shall, and the Shareholder Parties shall take all Necessary Action to procure that the Company shall, cause its Register of Directors to be updated to reflect each such appointment or removal of a Director and to make the necessary filings with the Registrar of Companies in the Cayman Islands. |
| 3.5 | Further Director: Whenever for any reason a person appointed by a Shareholder Party ceases to be a Director (other than as a result of the Shareholder Party ceasing to hold the requisite shareholding percentage in the Company as contemplated by Clause 3.1), that Shareholder Party shall be entitled to appoint forthwith another Director in substitution for the outgoing Director. For the purposes of this Clause 3.5, references to “Shareholder Party” in respect of the TPG Investor Entities shall be deemed to refer to the TPG Investor Entities as a group, collectively. |
| 3.6 | Alternate Director: A Director shall be entitled at any time and from time to time to appoint any person to act as his alternate and to terminate the appointment of such person in accordance with the provisions of the Articles and/or Applicable Law. Such alternate director shall be entitled while holding office as such to receive all notices, minutes, consents, resolutions and all other materials and information submitted to a Director with respect to any applicable meetings of the Board at the same time and in the same format and to attend and vote as a Director at any such meetings at which the Director appointing him is not present and generally to exercise all the powers, rights, duties and authorities and to perform all functions of his appointer as the Director appointing him. Further, such alternate director shall be entitled to exercise the vote of the Director appointing him at any meetings of the Board and if such alternate director represents more than one Director such alternate director shall be entitled to one vote for every Director he represents. For the avoidance of doubt, any person appointed as an alternate director shall vacate his office as such alternate director if and when the Director who appointed him removes him or vacates office as a Director. |
| 3.7 | Chairman: |
| 3.7.1 | The Nominating Committee (as defined below) shall deliberate and recommend to the Board a Director to be appointed as the Chairman of the Board. The Board shall consider and endorse the recommendation by a simple majority vote. Any two (2) Directors may request that instead of the aforementioned Board approval by a simple majority vote, the Chairman of the Board shall be elected by a simple majority vote of the Shareholders in accordance with Clause 4. |
| 3.7.2 | The Chairman shall not be entitled to a second or casting vote at any meeting of the Board or at any general meeting of the Company. |
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| 3.8 | Meetings of Directors: |
| 3.8.1 | The Directors shall hold meetings of the Directors at such time, place and frequency as the Board may decide from time to time. Any Director may call a meeting of the Directors. |
| 3.8.2 | Subject to Clause 4.2, each of the Directors shall be entitled to receive not less than five Business Days’ written notice of all meetings of the Directors (or such shorter period of notice or no notice in respect of any particular meeting as may be agreed jointly by all the Directors) specifying the date (which shall be a Business Day), time and place of the meeting and a detailed agenda of the business to be transacted thereat, and such notice shall be accompanied by all supporting documents for the business to be considered at the meeting. |
| 3.8.3 | All meetings of the Board shall be convened and conducted in accordance with the provisions of the Act and the Articles. The quorum at a meeting of Directors necessary for the transaction of any business of the Company shall be any three Directors, including at least one Director who is not a TPG Investor Director, KKR Investor Director or REA Director. In the event that a meeting of Directors duly convened cannot be held for lack of quorum within half an hour from the time appointed for the meeting, the meeting shall be adjourned to a date falling seven days later at the same time and place with at least three Business Days’ notice shall be given to all Directors in relation to such adjourned meeting and the quorum for that adjourned meeting shall be any three Directors, including at least one Director who is not a TPG Investor Director, KKR Investor Director or REA Director. If at such adjourned meeting a quorum is not present within half an hour from the time appointed for the holding of the adjourned meeting, the meeting shall be dissolved. |
| 3.8.4 | Subject to Clauses 3.8.5, all resolutions of the Directors at a meeting or adjourned meeting of the Directors shall be adopted by a simple majority vote of the Directors present and voting at the meeting. |
| 3.8.5 | Subject to Clause 4.2, a resolution in writing signed by all of the Directors for the time being or their alternates shall be as valid and effectual as if it had been passed at a meeting of Directors duly called and constituted. Any such resolution may consist of several documents in like form, each signed by one or more of the Directors. The expressions “in writing” and “signed” include approval by any such Director by facsimile, telefax, electronic mail or any form of electronic communication or electronic signature approved by the Directors for such purpose from time to time incorporating, if the Directors deem necessary, the use of security and/or identification procedures and devices approved by the Directors. |
| 3.8.6 | The Directors may participate in a meeting of the Directors by means of a conference telephone or a video conference telephone or similar communications equipment by which all persons participating in the meeting are able to hear and be heard by all other participants without the need for a Director to be in the physical presence of another Director(s) and participation in the meeting in this manner shall be deemed to constitute presence in person at such meeting. Subject to Clause 4.2, the Directors participating in any such meeting shall be counted in the quorum for such meeting and subject to there being a requisite quorum under Clause 3.8.3 at all times during such meeting, all resolutions agreed by the Directors in such meeting shall be deemed to be as effective as a resolution passed at a meeting in person of the Directors duly convened and held. A meeting conducted by means of a conference telephone or a video conference telephone or similar communications equipment as aforesaid is deemed to be held at the place agreed upon by the Directors attending the meeting, provided that at least one of the Directors present at the meeting was at that place for the duration of the meeting. |
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| 3.9 | Reports to Shareholders: Subject to compliance with their fiduciary duties, Clause 4.2 and any confidentiality obligations hereunder, the Directors shall be entitled to report all matters concerning the Company and the Group, including, but not limited to, matters discussed at any Board meeting, to the Shareholder Party that appointed them (including its Affiliates), and the Directors may take advice and obtain instructions from their respective appointing Shareholders. |
| 3.10 | Committees: |
| 3.10.1 | The Board may delegate any of its powers, including the day-to-day running of the business, to a committee or committees consisting of such members or member of its body as it deems fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors. Save as otherwise provided in this Agreement or the Articles, the proceedings of any committee of the Board shall be conducted in the same manner as proceedings of the Board. Each Director shall have the right to attend, as an observer, the meetings of the committees of which he/she is not a member, shall have the right to speak at such meetings if invited to do so, but shall not vote on any resolution of such committees. |
| 3.10.2 | The Parties shall take all Necessary Action to procure that the following committees of the Board shall be constituted: |
| (i) | Audit and Risk Committee |
| (a) | An audit and risk committee (the “Audit and Risk Committee”) to operate in accordance with the terms of reference of that committee as approved by the Board. |
| (b) | The Audit and Risk Committee shall comprise independent Directors only which, for the avoidance of doubt, shall not include the TPG Investor Director, the KKR Investor Director or the REA Director. |
| (c) | The Board or any two (2) members of the Audit and Risk Committee may from time to time convene a meeting of the Audit and Risk Committee. |
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| (d) | The quorum necessary for the transaction of any business of the Audit and Risk Committee shall be the presence in person, or by proxy, of at least a majority in number of the members of the Audit and Risk Committee. |
| (ii) | Nominating Committee |
| (a) | A nominating committee (the “Nominating Committee”) to operate in accordance with the terms of reference of that committee as approved by the Board. |
| (b) | From time to time, the Nominating Committee can recommend for the Board’s approval policies regarding the appointment, retirement, termination, tenure of directors, and related aspects. |
| (c) | The Nominating Committee shall comprise: |
| (I) | two independent Directors; |
| (II) | one representative nominated by the TPG Investor Entities (as a group), provided they are entitled to appoint a Director under Clause 3.1; |
| (III) | one representative nominated by the KKR Investor, provided it is entitled to appoint a Director under Clause 3.1; and |
| (IV) | one representative nominated by REA, provided it is entitled to appoint a Director under Clause 3.1. |
| (d) | The Chairman of the Nominating Committee shall be appointed by either the TPG Investor Entities (as a group) or the KKR Investor (in each case, provided they are entitled to appoint a Director under Clause 3.1). Such appointment right will be rotated annually (or as otherwise agreed by the TPG Investor Entities (as a group) and the KKR Investor) between the TPG Investor Entities (as a group) and the KKR Investor, in the following order of rotation: the TPG Investor Entities (as a group), then the KKR Investor. |
| (e) | The Board or any two (2) members of the Nominating Committee may from time to time convene a meeting of the Nominating Committee. |
| (f) | The quorum necessary for the transaction of the business of the Nominating Committee shall be the presence in person, or by proxy, of at least the majority in number of the members of the Nominating Committee. |
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| (g) | In the case of an equality of votes at any meeting of the Nominating Committee, the then chairman of the Nominating Committee shall be entitled to a second or casting vote. |
| (iii) | Remuneration Committee |
| (a) | A remuneration committee (the “Remuneration Committee”) to operate in accordance with the terms of reference of that committee as approved by the Board. |
| (b) | The Remuneration Committee shall comprise: |
| (I) | two independent Directors; and |
| (II) | one representative nominated by either the TPG Investor Entities (as a group) or the KKR Investor (in each case, provided they are entitled to appoint a Director under Clause 3.1). Such appointment right will be rotated annually (or as otherwise agreed by the TPG Investor Entities (as a group) and the KKR Investor) between the TPG Investor Entities (as a group) and the KKR Investor, in the following order of rotation: the TPG Investor Entities (as a group), then the KKR Investor. |
| (c) | The Chairman of the Remuneration Committee shall be an independent Director who is not a TPG Investor Director, KKR Investor Director or, REA Director. |
| (d) | The Board or any two (2) members of the Remuneration Committee may from time to time convene a meeting of the Remuneration Committee. |
| (e) | The quorum necessary for the transaction of the business of the Remuneration Committee shall be the presence in person, or by proxy, of at least a majority in number of the members of the Remuneration Committee. |
| 3.11 | Operations: The executive management team of the Company shall be responsible for the management and the day-to-day functions of the Company, subject to the supervision and direction of the Board, and the Board shall determine the general policies of the Company. |
| 3.12 | Directors’ Expenses and Insurance: |
| 3.12.1 | Expenses: All reasonable fees and expenses incurred by the Directors in connection with their attendance at Board meetings and in connection with the carrying out of their duties and obligations as Directors shall be borne by the Company in accordance with the Company’s policies on reimbursement, payment or otherwise of such fees and expenses for the time being. |
| 3.12.2 | D&O Insurance: The Company shall: |
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| (i) | maintain appropriate directors’ and officers’ liability insurance for each Director with a reputable insurance company; and |
| (ii) | use commercially reasonable efforts to make such amendments to the terms of the relevant directors’ and officers’ liability insurance policy as may be reasonably requested from time to time by any Shareholder that is entitled to appoint a Director under Clause 3. |
| 4. | General Meetings |
| 4.1 | Quorum and Voting: |
| 4.1.1 | Subject to Clause 4.2, unless longer notice is required by the Act, the Articles and/or any Applicable Law, each Shareholder shall be entitled to receive not less than 14 days’ written notice (or such shorter period of notice or no notice in respect of any particular meeting as may be agreed jointly by all the Shareholders) of all general meetings specifying the date, time and place of the meeting and the business to be transacted thereat. |
| 4.1.2 | Subject to Clause 4.2, the quorum at a general meeting of the Company necessary for the transaction of any business of the Company shall be one or more Shareholders holding at least a majority of the paid up voting share capital of the Company, present in person or by proxy or corporate representative. In the event that a general meeting of the Company duly convened cannot be held for lack of a quorum within half an hour from the time appointed for the meeting, the meeting shall be adjourned to a date falling within 30 days of the initial general meeting, at the same time and place, and at least 14 days’ notice shall be given to all Shareholders in relation to such adjourned meeting. Subject to Clause 4.2, the quorum for the adjourned meeting shall be one or more Shareholders holding at least a majority of the paid up voting share capital of the Company, present in person or by proxy or corporate representative. If, at the adjourned meeting, a quorum is not present within half an hour from the time appointed for such adjourned meeting, the meeting shall be dissolved. |
| 4.1.3 | Subject to any additional requirements specified by the Act, the Articles and Clauses 4.1.5 and 4.2 all resolutions of the Shareholders shall be adopted by a simple majority vote of the Shareholders present and voting on a poll, whether in person or by proxy or attorney, or in the case of a corporation or limited liability partnership, by a representative. |
| 4.1.4 | The Shareholders may participate in a general meeting by means of a conference telephone or a video conference telephone or similar communications equipment by which all persons participating in the meeting are able to hear and be heard by all other participants without the need for a Shareholder to be in the physical presence of another Shareholder(s) and participation in the meeting in this manner shall be deemed to constitute presence in person at such meeting. Subject to Clause 4.2, the Shareholders participating in any such meeting shall be counted in the quorum for such meeting and subject to there being a requisite quorum under Clause 4.1.2 at all times during such meeting, all resolutions agreed by the Shareholders in such meeting shall be deemed to be as effective as a resolution passed at a meeting in person of the Shareholders duly convened and held. A meeting conducted by means of a conference telephone or a video conference telephone or similar communications equipment as aforesaid is deemed to be held at the place agreed upon by the Shareholders attending the meeting, provided that at least one of the Shareholders present at the meeting was at that place for the duration of the meeting. |
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| 4.1.5 | Subject to the provisions of the Act, compliance with the Articles and all Applicable Law and Clause 4.2, the Company may pass Shareholders’ resolutions by written means. If the requisite number of Shareholders holding a requisite majority of the Shares to pass the relevant type of resolution under whichever of this Agreement, the Articles or the Act, requires the highest majority have given the Company their formal agreement to the resolutions in accordance with the Act or otherwise by applicable law, then the resolution shall be as valid and effectual as if it had been passed at a general meeting of the Shareholders duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more Shareholders. The expressions “by written means” and “signed” include approval by any such Shareholder by facsimile, telefax, electronic mail or any form of electronic communication or electronic signature approved by the Directors for such purpose from time to time incorporating, if the Directors deem necessary, the use of security and/or identification procedures and devices approved by the Directors. |
| 4.2 | Conflict of Interests: Notwithstanding anything to the contrary in this Agreement and subject to Clause 10.6, where any of the TPG Investor Entities or their Affiliates, the KKR Investor or its Affiliates and/or REA or its Affiliates: |
| 4.2.1 | has an interest in respect of any transaction, matter, contract or arrangement involving the Company or any Group Company (including but not limited to buying Shares); |
| 4.2.2 | is in a competitive situation with the Company or any Group Company (including, but not limited to, the proposed entry into of any contract or series of related contracts with a third party in excess of S$250,000 per annum or with respect to the acquisition or series of related acquisitions of any assets, business or shares in excess of S$2,000,000); |
| 4.2.3 | has any claim against or by the Company or any other Group Company; and/or |
| 4.2.4 | is in material non-compliance with its obligations under Clause 5, and, in the case of REA only, non-compliance with its obligations under Clause 6, |
the Board (or the board of directors of the relevant Group Company) having resolved in a closed session in which they can exclude the TPG Director, the KKR Director and/or the REA Director (as the case may be), shall have the right to:
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| (a) | require that: (i) the TPG Investor Entities, the KKR Investor and/or REA (as the case may be) (the “Conflicted Shareholders”); and (ii) the Directors, committee members and/or Board Observers appointed by the Conflicted Shareholders: |
| (I) | recuse himself or themselves (as the case may be) from participating in, and abstain from voting on, all discussions and/or deliberations on such transaction, matter, contract or arrangement; and |
| (II) | be excluded from being counted in the quorum for meetings on such transaction, matter, contract or arrangement; and |
| (b) | restrict and/or limit the disclosure of any information to the Conflicted Shareholders in relation to such transaction, matter, contract or arrangement. The exclusion and restriction on information shall also permit the Board (or the board of directors of the relevant Group Company) to withhold from notices of meetings and/or redact from minutes of meetings any reference to and details of such transaction, matter, contract or arrangement. |
| 5. | Transfer of Securities |
| 5.1 | Restriction on Transfer |
| 5.1.1 | Unless required by Applicable Law and/or any other written agreements among the Parties, subject to Clauses 5.2, 5.5 and 5.6, each of the Shareholder Parties shall be entitled to Transfer all or any part of their Shares and/or Warrants (along with any right attached thereto save for the Investor Personal Rights and save as set out in Clause 5.3.4) and/or any other securities which are issued by the Company from time to time (together, “Securities”) at any time, and such Transfer shall not be subject to the consent of any other Shareholder or any restrictions whatsoever. For the avoidance of doubt, subject to Applicable Law, nothing in this Clause 5 shall restrict or prohibit the acquisition by any Shareholder Party of Securities, whether by way of on-market acquisitions, off-market acquisitions or otherwise. |
| 5.1.2 | The Company shall not approve or register any Transfer of Securities unless: |
| (i) | it is effected in accordance with this Clause 5; and |
| (ii) | the transferee of the Securities, if not already a Party, has executed a Joinder Agreement (provided always that a third party transferee of Securities other than Shares from any Shareholder Party shall adhere to this Agreement as a Shareholder and not have the benefit of the Investor Personal Rights or the rights under Clause 5.3 (save as set out in Clause 5.3.4)) in accordance with Clause 5.5 (unless such Transfer results in a termination of this Agreement in accordance with Clause 9); provided however, that no such execution of a Joinder Agreement shall be required for any Transfer of Securities effected in the open market pursuant to an effective resale registration statement or an applicable exemption from registration under U.S. securities laws. |
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| 5.1.3 | Any proposed Transfer that does not satisfy the other requirements of this Clause 5 shall be void. |
| 5.2 | REA ROFO in a Drag Sale: |
| 5.2.1 | If any Shareholder Party that constitutes a Major Shareholder (other than REA) whether acting alone or together with other Shareholder Parties that constitute Major Shareholders (each, a “Drag Sale Transferor”) either: (a) receives (x) any bona fide binding offer; or (y) any bona fide indicative offer, in each case, from a prospective Purchaser or Purchasers for such Shareholder Party’s Securities; or (b) desires (in one or through a series of transactions) to Transfer any of its Securities (without having solicited or being in receipt of an indicative or binding offer) or any interest therein to a Purchaser or Purchasers and, in connection with such offer or desire to Transfer, such Drag Sale Transferor intends, or is reasonably likely, to initiate a Drag Sale pursuant to Clause 5.3 and provided always that Clause 5.3.1(iii) has been, or will be, satisfied prior to completion of the Drag Sale, the Drag Sale Transferor shall give to REA notice in writing of such intention (a “ROFO Notice”), which notice shall: |
| (i) | specify the date of despatch of the ROFO Notice (the “ROFO Notice Despatch Date”); and |
| (ii) | certify that: |
| (a) | the ROFO Notice has been delivered to REA as a result of the Drag Sale Transferor either: |
| (I) | having received for its Securities from a prospective Purchaser or Purchasers (as applicable): |
| (A) | any bona fide arm’s length binding offer; or |
| (B) | any bona fide arm’s length indicative offer; or |
| (II) | desiring (in one or through a series of transactions) to Transfer any of its Securities (without having solicited or being in receipt of an indicative or binding offer) or any interest therein to a Purchaser or Purchasers; and, in each case; |
| (b) | the Drag Sale Transferor intends to, or is reasonably likely to, initiate a Drag Sale pursuant to Clause 5.3; and |
| (c) | Clause 5.3.1(iii) has been, or will be, satisfied prior to completion of the Drag Sale; and |
| (iii) | specify which of the other Shareholders (other than REA and the ROFO Drag-Along Shareholders) have either provided their approval prior to the ROFO Notice Despatch Date, or are reasonably expected to provide their approval, in respect of the relevant Drag Sale pursuant to Clause 5.3.1(iii) (the “Public Supporting Shareholders”). |
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| 5.2.2 | REA may, within 45 days of the ROFO Notice Despatch Date (the “ROFO Notice Period”) exercise its right to make an offer for all (but not less than all) of the Securities held by all Shareholder Parties (other than REA) (the “ROFO Securities”) and, subject to Clause 5.2.4, the Public Shareholder ROFO Securities (if any) by serving a notice in writing (a “ROFO Application”) to the Drag Sale Transferor specifying the price per Security (where applicable, the price per Warrant shall be specified as the price per Share less the Exercise Price (as defined in the terms and conditions of the Warrants) of a Warrant) that it is willing to pay for all (but not less than all) of the ROFO Securities and, subject to Clause 5.2.4, the Public Shareholder ROFO Securities (if any) (the “ROFO Application Price”). For the avoidance of doubt, any ROFO Application shall be unconditional other than with respect to any mandatory anti-trust or other regulatory consents under Applicable Law. |
| 5.2.3 | A ROFO Application shall not be revocable unless the Drag Sale Transferor rejects, or is deemed to have rejected, the offer set out in the ROFO Application, in which case the ROFO Application shall automatically and immediately be deemed to have been validly revoked and the offer contained therein not capable of acceptance. |
| 5.2.4 | |
| (i) | Upon receipt of a ROFO Application, the Drag Sale Transferor shall promptly, and, in any case, within 3 Business Days, give notice to all the Public Supporting Shareholders, which notice shall specify the ROFO Application Price (the “Public Shareholder ROFO Notice”). |
| (ii) | If the Drag Sale Transferor accepts REA’s ROFO Application in accordance with Clause 5.2.5, each Public Supporting Shareholder shall have the right to sell all (but not less than all) of the Securities held by such Public Supporting Shareholder (the “Public Shareholder ROFO Securities”) to REA (the “Public Shareholder ROFO Right”). For the avoidance of doubt: |
| (a) | the Public Shareholder ROFO Right shall be personal to and non-transferable by the Public Supporting Shareholders; and |
| (b) | if the Drag Sale Transferor does not accept, or is deemed to have rejected, the offer made by REA in its ROFO Application pursuant to the provisions of Clause 5.2.5 there shall be no Public Shareholder ROFO Right. |
| (iii) | If a Public Supporting Shareholder wishes to exercise its Public Shareholder ROFO Right, the Public Supporting Shareholder shall inform REA and the Drag Sale Transferor by written notice (the “Public Shareholder ROFO Participation Notice”) within 10 days of the Public Shareholder ROFO Notice (the “Public Shareholder ROFO Response Period”). |
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| 5.2.5 | The Drag Sale Transferor may, within 10 days of the end of the Public Shareholder ROFO Response Period (or such longer period as may be agreed in writing by the Drag Sale Transferor and REA) (in each case, the “ROFO Response Expiration Date”), by written notice to REA, confirm if the Drag Sale Transferor accepts or rejects REA’s ROFO Application (the “ROFO Response Notice”). It is acknowledged and agreed that: (a) the Drag Sale Transferor shall not be obliged to accept the offer made by REA in the ROFO Application; and (b) if no ROFO Response Notice is sent by the Drag Sale Transferor by the end of the ROFO Response Expiration Date, the Drag Sale Transferor shall be deemed to have rejected REA’s ROFO Application, and such ROFO Application shall then be automatically revoked pursuant to Clause 5.2.3. |
| 5.2.6 | If the Drag Sale Transferor has notified REA of its acceptance of REA’s ROFO Application on or before the ROFO Response Expiration Date (a “ROFO Acceptance Notice”), the Drag Sale Transferor shall be required, within three Business Days of such notice, to inform all other Shareholder Parties (other than REA) (the “ROFO Drag-Along Shareholders”) and all Public Supporting Shareholders that have delivered a Public Shareholder ROFO Participation Notice within the Public Shareholder ROFO Response Period by sending a notice requiring all the ROFO Drag-Along Shareholders and Public Supporting Shareholders that have delivered a Public Shareholder ROFO Participation Notice within the Public Shareholder ROFO Response Period to transfer all their Securities to REA at the price per Security specified in the ROFO Application Notice (the “ROFO Drag-Along Notice”). |
| 5.2.7 | Upon delivery of the ROFO Drag-Along Notice by the Drag Sale Transferor in accordance with Clause 5.2.6, the Drag Sale Transferor, the ROFO Drag-Along Shareholders and the Public Supporting Shareholders that have delivered a Public Shareholder ROFO Participation Notice within the Public Shareholder ROFO Response Period shall be irrevocably obligated to transfer all of the Securities each such Shareholder holds to REA, and to execute, acknowledge and deliver all consents, assignments, waivers and other documents and/or agreements, appear at any meeting of the Shareholders (and at any adjournment or postponement thereof) for purposes of establishing a quorum and vote or cause to be voted its Securities in person or by proxy, and perform such action as necessary to give effect to the transfer described under the ROFO Drag-Along Notice within 15 days from the date of the ROFO Acceptance Notice, provided that a failure by a Public Supporting Shareholder to transfer its Securities to REA shall not relieve or discharge the Drag Sale Transferor, the ROFO Drag-Along Shareholders or the other Public Supporting Shareholders from transferring their respective Securities to REA or REA from purchasing such Securities. REA shall be irrevocably obligated to purchase such ROFO Securities, and the Public Shareholder ROFO Securities (if any), against the receipt by the Company’s company secretary or transfer agent, as applicable of duly executed transfer forms or other applicable instrument of transfer, together with any relevant share certificates or affidavits for lost share certificates in respect of the ROFO Securities or the Public Shareholder ROFO Securities (if any) from the Drag Sale Transferor, the ROFO Drag-Along Shareholders and the Public Supporting Shareholders that have delivered a Public Shareholder ROFO Participation Notice within the Public Shareholder ROFO Response Period. The definitive sale and purchase agreement for the sale of the ROFO Securities and the Public Shareholder ROFO Securities (if any) shall not contain any representations or warranties by (or restrictive covenants on) the Drag Sale Transferor, the ROFO Drag-Along Shareholders and the Public Supporting Shareholders that have delivered a Public Shareholder ROFO Participation Notice within the Public Shareholder ROFO Response Period other than, on a several and proportionate basis with respect to the ROFO Securities and the Public Shareholder ROFO Securities (if any) being sold, representations and warranties with respect to: |
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| (i) | its authority and capacity to execute the relevant transfer documents and to transfer the ROFO Securities or the Public Shareholder ROFO Securities (if any); and |
| (ii) | its title to the ROFO Securities or the Public Shareholder ROFO Securities (if any), free of Encumbrances. |
| 5.2.8 | If: |
| (i) | REA does not submit a ROFO Application within the ROFO Notice Period; |
| (ii) | REA submits a ROFO Application which is materially non-compliant with the provisions of this Clause 5.2; |
| (iii) | the Drag Sale Transferor does not accept or is deemed to have rejected the offer made by REA in its ROFO Application pursuant to the provisions of this Clause 5.2; or |
| (iv) | the Drag Sale Transferor has accepted the offer made by REA in its ROFO Application but: |
| (a) | REA has not acted in good faith or used reasonable endeavours to execute a definitive sale and purchase or other agreement with the Drag Sale Transferor, all the ROFO Drag-Along Shareholders and all the Public Supporting Shareholders that have delivered a Public Shareholder ROFO Participation Notice within the Public Shareholder ROFO Response Period that reflects the terms set out in Clause 5.2.6, or otherwise to complete the transfer of the relevant Securities as a result of REA’s fault, act or omission, within 15 days (or such longer period as may be agreed between the Drag Sale Transferor and REA) of the ROFO Response Expiration Date (the “ROFO Signing Deadline”); or |
| (b) | such sale and purchase has not completed, as a result of REA’s fault, act or omission, by the latest of: (i) 30 days of the date of such agreement; (ii) 7 days from receipt of the regulatory approvals (if any) required to be obtained by REA under Applicable Law, the Drag Sale Transferor and/or any of the ROFO Drag-Along Shareholders or the relevant Public Supporting Shareholders in relation to the sale and purchase of the Securities; and (iii) such other date agreed in writing between the Drag Sale Transferor and REA (the “ROFO Completion Deadline”), |
((a) and (b) being a “REA ROFO Default”),
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for a period of 9 months (or 12 months where there is a REA ROFO Default) following, the latest of the following (where applicable): (i) the date of expiry of the ROFO Notice Period; (ii) the ROFO Response Expiration Date; (iii) the date of the ROFO Response Notice; (iv) the ROFO Signing Deadline; and (v) the ROFO Completion Deadline (the “ROFO Third Party Transfer Period”), the Drag Sale Transferor may, subject to compliance with Clause 5.2.9, exercise its rights pursuant to, and in accordance with, Clause 5.3 to require the Drag-Along Shareholders to Transfer all of their Securities to a Purchaser, with the price determined in accordance with Clause 5.3.1. In the event that a Drag Sale is not completed within the ROFO Third Party Transfer Period, any Drag Sale contemplated by the Drag Sale Transferor shall be subject to and conditional upon compliance with the foregoing provisions of this Clause 5.2.
| 5.2.9 | During the ROFO Third Party Transfer Period, unless there has been a REA ROFO Default, the Drag Sale Transferor shall, or, to the extent the Company has agreed to conduct a sale process on behalf of the Drag Sale Transferor, shall take all Necessary Action to procure that the Company shall, invite REA to participate in any formal / mandated sale process conducted by the Drag Sale Transferor or the Company on the same terms as are applicable to all other prospective buyers/bidders in such process and shall subject to Applicable Laws (including, without limitation, applicable listing and insider trading rules): |
| (i) | if REA submits a bid in connection with the sales process, treat REA no less favourably than other prospective buyers/bidders; and |
| (ii) | give REA an opportunity to submit a bid at the same time as all other prospective buyers/bidders in such process, |
provided, always, in respect of each of sub-clauses (i) and (ii),
| (a) | REA will not be provided with the identity of any prospective buyer(s)/bidder(s) or the terms of any bids submitted by them; |
| (b) | REA’s nominated director shall be required to recuse himself or herself from any board level discussions relating to such sales process; and |
| (c) | during the ROFO Third Party Transfer Period, neither the Drag Sale Transferor nor the Company (to the extent applicable) shall be: (x) under any obligation to: (1) accept any bid from REA; or (2) invite REA to participate in the second stage of any such sales process if the indicative offer from REA is not sufficiently competitive; or (y) prevented from granting another bidder exclusivity during such period. |
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| 5.3 | Drag-Along Right |
| 5.3.1 | Drag Sale: Subject to and without prejudice to the provisions of this Clause 5.3, in the event that: |
| (i) | one or more Shareholder Party that constitutes a Major Shareholder (a “Dragging Shareholder” or “Dragging Shareholders”) intends to Transfer all of its / their Securities to a Purchaser (in a single Transfer or series of related Transfers); |
| (ii) | the procedure in Clause 5.2 has been complied with, and such Shareholder Party and the Drag-Along Shareholders are not required to Transfer all of their Securities to REA pursuant to such Clause (including where the Drag Sale Transferor declines to accept an offer from REA pursuant to Clause 5.2.8(iii)); and |
| (iii) | such Transfer (or series of related Transfers) (“Drag Sale”) has been approved as a “Drag Sale” by the holders of not less than 50 per cent. of the Shares then in issue (including for the avoidance of doubt, Shareholders who are not Shareholder Parties), |
then, subject to Applicable Law, such Dragging Shareholder(s) shall have the right, subject to the provisions of this Clause 5.3, to require all of the other Shareholder Parties (the “Drag-Along Shareholders”) to Transfer all (and not just some only) of their Securities to the Purchaser on the same terms and conditions as those between the Dragging Shareholder(s) and the Purchaser, and to execute, acknowledge and deliver all consents, assignments, waivers and other documents and/or agreements, appear at any meeting of the Shareholders (and at any adjournment or postponement thereof) for purposes of establishing a quorum and vote or cause to be voted its Securities in person or by proxy, and perform such action as necessary to give effect to such Transfer provided that REA: (x) may, in its sole discretion, voluntarily participate in the Drag Sale, if the price per Security to be received by REA in such Drag Sale will be less than the REA Floor Price; or (y) shall be required to participate in the Drag Sale: (1) if REA does not submit a ROFO Application within the ROFO Notice Period or there has been a REA ROFO Default, if the price per Security to be received by REA in such Drag Sale will not be less than the REA Entry Price; or (2) if REA has submitted a ROFO Application within the ROFO Notice Period but such ROFO Application is rejected in accordance with Clause 5.2.3 if the price per Security to be received by REA in such Drag Sale will not be less than the REA Floor Price.
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For avoidance of doubt, a Drag Sale and/or the resulting Transfers by Drag-Along Shareholders may be implemented by various transaction structures, including a scheme of arrangement, in the discretion of the Dragging Shareholders.
| 5.3.2 | Drag Notice: The Dragging Shareholder(s) shall inform the Drag-Along Shareholders in writing of: |
| (i) | the identity of the Purchaser; |
| (ii) | the price per Security (where applicable, the price per Warrant shall be specified as the price per Share less the Exercise Price (as defined in the terms and conditions of the Warrants); and |
| (iii) | a confirmation of the material terms and conditions, |
applicable to the Transfer as soon as possible after the approval of a Drag Sale (a “Drag Notice”).
| 5.3.3 | Drag Sale Completion: |
| (i) | Completion of the Transfers of the Drag-Along Shareholders’ Securities in respect of which the Drag Notice has been issued shall take place simultaneously with the Transfer of the Securities of the Dragging Shareholder(s), which shall take place by the latest of: (i) 60 days from the date of the Drag Notice; (ii) 7 days from receipt of the regulatory approvals (if any) required to be obtained by the Dragging Shareholder(s) or the Purchaser in relation to the Drag Sale under Applicable Law; and (iii) such other date agreed in writing between the Dragging Shareholder(s) and the Purchaser. |
| (ii) | The definitive agreement for the Transfer of the Drag-Along Shareholders’ Securities shall not contain any representations and warranties by (or restrictive covenants on) the Drag-Along Shareholders other than, on a several and proportionate basis with respect to the Securities being sold, representations and warranties by each Drag-Along Shareholder as to itself with respect to: |
| (a) | its authority and capacity to execute the relevant transfer documents and to transfer its portion of the Securities; and |
| (b) | its title to the Securities, free from Encumbrances. |
| (iii) | A Drag-Along Shareholder shall have the option, exercisable by written notice to the Dragging Shareholder(s) and the Company within five days after the date of the Drag Notice, to elect for cash as consideration (“Cash Consideration”) for its Securities, in the event that the consideration offered by the Purchaser is in the form of Alternative Consideration. Where such an option is not made available by the Purchaser, the Dragging Shareholder(s) shall, on a pro-rata basis according to the portion of their Securities being sold, within five Business Days following completion of the sale of the Drag-Along Shareholder’s Securities, purchase the Alternative Consideration received by such Drag-Along Shareholder by paying the Cash Consideration to the Drag-Along Shareholder. The amount of the Cash Consideration payable to the Drag-Along Shareholder(s) pursuant to this Clause 5.3.3(iii) shall be equal to the Fair Market Value of the Alternative Consideration. |
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| 5.3.4 | Non-Transferability of Rights upon a Drag-Along: The rights under Clause 5.3 are personal to and non-transferable by the Shareholder Parties that are Major Shareholders as of the date of this Agreement (the “Existing Major Shareholders”) and shall not be applicable to any Purchaser that acquires Securities from any Existing Major Shareholder and subsequently qualifies as a “Major Shareholder” for the purposes of this Agreement. Notwithstanding the foregoing, such Purchaser shall be entitled to vote its Securities in favour of a Drag Sale in accordance with Clause 5.3.1(iii). |
| 5.4 | Power of Attorney |
| 5.4.1 | Appointment of Attorney: As security for the performance of its obligations under this Clause 5, and in the case of REA only, Clause 6, each TPG Investor Entity, the KKR Investor and REA (each an “Appointing Shareholder”) irrevocably and unconditionally appoints the Company, acting through the Board of Directors as its lawful attorney (an “Attorney”) with full power (whether alone or together with one or more other Attorneys) to, in the event of the Appointing Shareholder’s material non-compliance with its obligations under this Clause 5, and, in the case of REA only, Clause 6: |
| (i) | execute, deliver and take on an Appointing Shareholder’s behalf and in the name of an Appointing Shareholder or the Attorney (as the Attorney may decide) all deeds, documents and steps necessary for effecting the Transfer, conversion, exchange or other disposition of the Appointing Shareholder’s Securities as contemplated in the foregoing provisions of this Clause 5 or, in the case of REA only, Clause 6.6.2; and |
| (ii) | where applicable, register the name of the Purchaser or Shareholder(s) concerned as the holder of the Securities of the Appointing Shareholder transferred to such Purchaser or Shareholder(s) pursuant to the foregoing provisions of this Clause 5 or, in the case of REA only, Clause 6.6.2 (including issuing to such Purchaser or Shareholder(s) a book-entry position or certificate, as applicable, for such Securities on the register of members of the Company). |
| 5.4.2 | Company and Attorney’s Indemnity: Each of the Appointing Shareholders agrees to hold the Company and the Attorney harmless and indemnify and keep the Company and the Attorney indemnified from and against all and any Losses incurred or suffered by the Company or the Attorney, as the case may be, as a result of its taking any steps for the registration of the Purchaser or Shareholder(s) concerned as the holder of the Securities of the Appointing Shareholder transferred to the Purchaser or Shareholder(s) concerned where the Attorney has acted in accordance with the foregoing provisions of this Clause 5 or, in the case of REA only, Clause 6.6.2. |
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| 5.5 | Joinder: Notwithstanding any provision in Clause 5.1 through to Clause 5.3, it shall be a condition precedent to the right of any Shareholder Party (the “Transferring Shareholder”) to Transfer Shares (other than any permitted transfer of securities effected on a securities exchange or through an underwritten offering where the Securities are transferred to holders without restriction on transfer pursuant to U.S. securities laws) to any person (the “Transferee”) (including a Transfer pursuant to the foregoing provisions of this Clause 5) that the Transferee, if not already bound by the provisions of this Agreement, execute a Joinder Agreement, as modified, if applicable, with the consent of the majority of the Shareholder Parties that constitute Major Shareholders, each acting reasonably and in good faith, under which the Transferee shall agree to be bound by, and shall be entitled to the benefit of, all the rights under this Agreement except for the Investor Personal Rights and save as set out in Clause 5.3.4) as if it were an original party hereto either (i) in place of the Transferring Shareholder, or (ii) where such Transferring Shareholder remains a Shareholder following such Transfer, in addition to, the Transferring Shareholder, unless, in each case, such Transfer results in a termination of this Agreement in accordance with Clause 9). |
| 5.6 | Other provisions relating to Transfers of shares |
| 5.6.1 | In the event there is a change of control of any Shareholder Party, such Shareholder Party shall cease to be entitled to receive benefits to and to enforce such rights that are personal to, and non-transferrable by such Shareholder Party, under this Agreement including the Investor Personal Rights (if applicable) and save as set out in Clause 5.3.4. |
| 5.6.2 | For the purposes of Clause 5.6.1, “change of control” means, in respect of a Shareholder Party that constitutes a Major Shareholder: (a) any sale, transfer or other disposition of voting securities, in a single transaction or series of related transactions, as a result of which a third party acquires more than 50 per cent. of the voting securities in such Shareholder Party; (b) a sale, transfer, exclusive licensing or other disposition, in a single transaction or series of related transactions, of more than 50 per cent. of such Shareholder Party’s assets, including assets that are not and cannot be part of the asset side of the balance sheet, to a third party; (c) a merger or any reorganisation whereby such Shareholder Party is not the surviving entity (unless the holders of the share capital of such Shareholder Party immediately prior to such event continue to hold more than 50 per cent. of the voting and economic interest of the surviving entity following such event); or (d) any other transaction resulting in a change of control of such Shareholder Party (as used in this sub-clause (d), the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise), in each case, subject to Clauses 5.6.3 and 5.6.4. |
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| 5.6.3 | Notwithstanding any provision to the contrary herein, and for so long as the securities of REA Listco are listed on a recognised stock exchange, where any person who, as at the date of this Agreement controls REA Listco and, after the date of this Agreement, ceases to control REA Listco, or any person who, as at the date of this Agreement does not control REA Listco and, after the date of this Agreement, gains control of REA Listco, this shall not constitute a “change of control” of REA in its capacity as a Major Shareholder for the purposes of Clause 5.6.1. For the purposes of this Clause 5.6.3 the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, (whether through ownership of voting securities, by contract or otherwise). For the avoidance of doubt, if the securities of REA Listco are no longer listed on a recognised stock exchange, then this Clause 5.6.3 shall no longer apply and, in the event that REA Listco is subsequently subject to a “change of control” (as defined in Clause 5.6.2 applying mutatis mutandis), then this shall constitute a “change of control” of REA in its capacity as a Major Shareholder for the purposes of Clause 5.6.1. |
| 5.6.4 | Notwithstanding any provision to the contrary herein, where a Shareholder Party that constitutes a Major Shareholder is an investment fund, limited partnership or any other collective investment vehicle (including, for the avoidance of doubt, the TPG Investor Entities and the KKR Investor) (a “Fund Investor”), a “change of control” event for the purposes of Clause 5.6.1 shall only be considered to have occurred if such Fund Investor ceases to be, directly or indirectly controlled, managed and/or advised by (i) its investment manager and/or general partner as of the date of this Agreement; or (ii) an investment manager, general partner or other entity that is an Affiliate of its existing investment manager and/or general partner. |
| 6. | Future Activities and undertakings |
| 6.1 | Non-Competition |
| 6.1.1 | REA |
Subject to Clause 6.7, each of REA and REA Listco shall not, and shall procure that each of their respective Subsidiaries shall not (x) for so long as either the TPG Investor Entities (as a group) and/or their Affiliates or the KKR Investor and/or its Affiliates hold more than 15 per cent of the issued share capital of the Company or, if earlier, (y) until the date falling 18 months after the date REA ceases to be a Shareholder, carry on, be engaged in or own shares or securities in an entity that carries on or is engaged in, directly or indirectly:
| (i) | the provision of internet based platforms for: (a) persons or companies interested, for commercial or for private purposes, in selling, acquiring, renting or leasing real estate, or generalist classifieds including real estate, and (b) comparing and securing property loans and personal finance related to a property transaction for private consumers and business; or |
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| (ii) | the provision of online mortgage, insurance, data and/or analytics software to the property industry or to businesses that operate in, or consumers of such services within, the property industry, |
in each case, in any of the Restricted Territories (the “REA Restricted Business”).
| 6.1.2 | NWS Group |
Subject to Clause 6.7, REA and REA Listco shall procure that the NWS Group shall not, (x) for so long as either the TPG Investor Entities (as a group) and/or their Affiliates or the KKR Investor and/or its Affiliates hold more than 15 per cent of the issued share capital of the Company or, if earlier, (y) until the date falling 18 months after the date REA ceases to be a Shareholder, carry on, be engaged in or own shares or securities in an entity that carries on or is engaged in, directly or indirectly, the provision of online real estate classifieds, real estate mortgage and real estate insurance services and/or analytics software specifically designed for and targeting the real estate industry or individual real estate buyers in any of the Restricted Territories (the “NWS Restricted Business”)
| 6.1.3 | Clause 6.1.1 shall not exclude or restrict: |
| (i) | REA, REA Listco or any of their respective Subsidiaries from holding, directly or indirectly, less than 5 per cent. of the issued shares or debentures of any company listed on any stock exchange and provided that REA, REA Listco and their respective Subsidiaries do not have a board seat or any governance rights in relation to such company; |
| (ii) | REA, REA Listco or any of their respective Subsidiaries from holding passive financial investments or instruments that only provide economic exposure to any of the Restricted Territories (including any real estate business activities); |
| (iii) | REA, REA Listco or any of their respective Subsidiaries from, directly or indirectly, possessing an interest in or being engaged in a business that is targeted outside of the Restricted Territories, but whose prospective or existing customers may access the business’ services from inside any of the Restricted Territories; |
| (iv) | REA’s, REA Listco’s or any of their respective Subsidiaries’ operations outside of the Restricted Territories; or |
| (v) | REA, REA Listco and each of their respective Subsidiaries, acquiring all or any portion of any business or entity (an “Acquired Entity”), whether through the acquisition of shares or assets or through merger, joint venture or other structure, that includes or operates any REA Restricted Business, provided that: |
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| (a) | such REA Restricted Business constitutes less than 10 per cent. of the revenue of the Acquired Entity at and following the acquisition; or |
| (b) | in the event such REA Restricted Business constitutes 10 per cent. or more of the revenue of the Acquired Entity, either at the time of the acquisition or at such later date (due to growth of the REA Restricted Business or a decline in revenue of other aspects of the Acquired Entity’s business), the relevant purchaser has, within the Restricted Business Divestment Period, completed a Restricted Business Divestment. |
| 6.1.4 | Clause 6.1.2 shall not exclude or restrict: |
| (i) | the NWS Group from holding, directly or indirectly, less than 5 per cent. of the issued shares or debentures of any company listed on any stock exchange and provided that none of the members of the NWS Group have a board seat or any governance rights in relation to such company; |
| (ii) | the NWS Group from holding passive financial investments or instruments that only provide economic exposure to any of the Restricted Territories (including any real estate business activities); |
| (iii) | the NWS Group from, directly or indirectly, possessing an interest in or being engaged in a business that is targeted outside of the Restricted Territories, but whose prospective or existing customers may access the business’ services from inside any of the Restricted Territories; |
| (iv) | the NWS Group’s operations outside of the Restricted Territories; |
| (v) | The NWS Group’s existing businesses or the operations of Dow Jones or Investors Business Daily, including without limitation Dow Jones’s professional information business (including Factiva, Dow Jones Risk & Compliance, and Dow Jones Newswires) or consumer business (including The Wall Street Journal, Barron’s, MarketWatch or Mansion Global); or |
| (vi) | the NWS Group from acquiring all or any portion of any Acquired Entity, whether through the acquisition of shares or assets or through merger, joint venture or other structure, that includes or operates any NWS Restricted Business, provided that: |
| (a) | such NWS Restricted Business constitutes less than 10 per cent. of the revenue of the Acquired Entity at and following the acquisition; or |
| (b) | in the event such NWS Restricted Business constitutes 10 per cent. or more of the revenue of the Acquired Entity, either at the time of the acquisition or at such later date (due to growth of the NWS Restricted Business or a decline in revenue of other aspects of the Acquired Entity’s business), the relevant member of the NWS Group has within the Restricted Business Divestment Period completed a Restricted Business Divestment. |
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| 6.1.5 | Each of REA and REA Listco undertakes to notify the Company, the TPG Investor Entities and the KKR Investor promptly, and, in any case, within three Business Days, of becoming aware that any REA Restricted Business or NWS Restricted Business (as applicable) constitutes 10 per cent. or more of the revenue of any Acquired Entity. For the purpose of ensuring compliance with this Clause 6.1.5, the Company, the TPG Investor Entities and/or the KKR Investor may, from time to time, if they have reasonable grounds for doing so, request REA provide to them such information as they may reasonably request from time to time to evidence that the restriction on any REA Restricted Business or NWS Restricted Business (as applicable) constituting less than 10 per cent. of the revenue of any Acquired Entity is being complied with. For the avoidance of doubt, nothing in this Clause 6.1.5, shall require REA to provide any non-public price sensitive information, violate the terms of any non-disclosure agreement or divulge any information that is subject to attorney-client privilege, provided that REA has certified the existence of such restrictions to the Company, the TPG Investor Entities and the KKR Investor. |
| 6.1.6 | For the purpose of this Clause 6.1: |
| (i) | “Restricted Business Divestment” means the divestment of all or some of the REA Restricted Business or NWS Restricted Business (as applicable) of the Acquired Entity as is necessary to ensure that the remaining REA Restricted Business or NWS Restricted Business of such Acquired Entity following the divestment either: (x) constitutes less than 10 per cent. of the revenue of such Acquired Entity or (y) no longer falls within the definition of REA Restricted Business or NWS Restricted Business (as applicable); |
| (ii) | “Restricted Business Divestment Period” means the period of 12 months from the date on which REA and/or REA Listco becomes (or ought to have become) aware that any REA Restricted Business or NWS Restricted Business (as applicable) constitutes 10 per cent. or more of the revenue of any Acquired Entity (the “Restricted Business Divestment Period”), and provided that if reasonably requested, REA provides evidence in a form reasonably satisfactory to the Company, the TPG Investor Entities and the KKR Investor (having regard to the existence of confidentiality or disclosure restrictions) to demonstrate that: |
| (a) | there has been reasonable progress towards the Restricted Business Divestment in the 6 months after the commencement of the Restricted Business Divestment Period; and |
| (b) | it has a reasonable belief that the Restricted Business Divestment will be completed within the Restricted Business Divestment Period or definitive agreements relating to the Restricted Business Divestment have been executed and the Restricted Business Divestment will be completed in a reasonable time period after the Restricted Business Divestment Period upon obtaining relevant regulatory consents, |
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neither REA nor REA Listco shall be deemed to have breached this Clause 6.1; and
| (iii) | “Restricted Territories” means: Brunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar, the Philippines, Singapore, Thailand, and Vietnam. |
| 6.2 | Non-Solicitation: |
| 6.2.1 | Each of REA and REA Listco shall not, and shall procure that each of their respective Subsidiaries shall not, (x) for so long as either the TPG Investor Entities (as a group) and/or their Affiliates or the KKR Investor and/or its Affiliates hold more than 15 per cent of the issued share capital of the Company or, if earlier, (y) until the date falling 1 year after the date REA ceases to be a Shareholder, make any offer of employment to, enter into a contract for the services of, attempt to solicit, entice away or contact with a view to the engagement or employment: (i) the CEO of the Company; (ii) any senior management level employee, director or officer of any Group Company, in each case, who reports directly to the CEO of the Company (the “CEO Direct Reports”); (iii) any person who was a CEO Direct Report within the previous twelve-month period (the “Ex-CEO Direct Reports”); (iv) any other senior management level employee, director or officer of any Group Company (the “CEO Indirect Reports”); or (v) any person who was a CEO Indirect Report within the previous twelve-month period. |
| 6.2.2 | Each of REA and REA Listco shall procure that the NWS Group shall not, (x) for so long as either the TPG Investor Entities (as a group) and/or their Affiliates or the KKR Investor and/or its Affiliates hold more than 15 per cent of the issued share capital of the Company or, if earlier, (y) until the date falling 1 year after the date REA ceases to be a Shareholder, make any offer of employment to, enter into a contract for the services of, attempt to solicit, entice away or contact with a view to the engagement or employment: (i) the CEO of the Company; (ii) CEO Direct Reports; or (iii) Ex-CEO Direct Reports. |
| 6.2.3 | The restriction in this Clause 6.2 shall not apply where any such person responds to a recruitment listing or advertisement, approaches (i) REA or REA Listco or any of their respective Subsidiaries or (ii) any member of the NWS Group with an application for employment, or applies for a position in REA or REA Listco or any of their respective Subsidiaries or the NWS Group in response to a general search mandate given to a recruitment consultant. |
| 6.3 | Severance: Each and every obligation under Clauses 6.1 and 6.2 shall be treated as a separate obligation and shall be severally enforceable as such. In the event of any obligation or obligations being or becoming unenforceable in whole or in part such part or parts as are unenforceable shall be deleted from this Clause 6 and any such deletion shall not affect the enforceability of all such parts of this Clause 6 as remain not so deleted. |
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| 6.4 | Modifications to Restrictions: While each Shareholder and REA Listco acknowledges that the restrictions contained in Clauses 6.1 and 6.2 are reasonable in all the circumstances it is recognised that restrictions of the nature in question may fail for technical reasons unforeseen and accordingly, it is hereby agreed and declared that if any of such restrictions shall be adjudged to be void as going beyond what is reasonable in all the circumstances for the protection of the interests of the Company and/or the Group but would be valid if part of the wording thereof were deleted or the periods thereof reduced or the range of activities or area dealt with thereby reduced in scope, the said restriction shall apply with such modifications as may be necessary to make it valid and effective. |
| 6.5 | Injunctive Relief: Each of REA and REA Listco acknowledge that a breach of this Clause 8 may immediately and irreparably harm the Company, the Group, the TPG Investor Entities and/or the KKR Investor and as such, each of REA and REA Listco consent to permit the Company, the Group, the TPG Investor Entities and/or the KKR Investor to apply for a grant of temporary and permanent injunctive relief against such breach and any further breach. The foregoing is without prejudice to the Company’s, the Group’s, the TPG Investor Entities and/or KKR Investor’s right to claim for damages caused to it as a result of the said breach and any other remedy available at law or in equity. |
| 6.6 | Consequences of a REA Breach: REA agrees that: |
| 6.6.1 | In the event that REA, REA Listco, or any of their respective Subsidiaries (as applicable) or the NWS Group has breached Clauses 6.1 or 6.2, REA shall cease to be entitled to receive benefits and to enforce its rights under Clauses 3.1.3, 3.2.2, 3.10.2, 5.2 and 5.3.4 of this Agreement until such time as the relevant breach is remedied by REA, REA Listco, or any of their respective Subsidiaries (as applicable) or the NWS Group to the reasonable satisfaction of the Company, the TPG Investor Entities and the KKR Investor. |
| 6.6.2 | without prejudice and in addition to Clause 6.6.1, in the event that: |
| (i) | it has been determined by a final award by an arbitral tribunal appointed pursuant to Clause 10.19 that REA, REA Listco, or any of their respective Subsidiaries (as applicable) or the NWS Group has committed a breach of Clause 6.1; or |
| (ii) | it has been determined by a final award by an arbitral tribunal appointed pursuant to Clause 10.19 that REA, REA Listco or any of their respective Subsidiaries (as applicable) or the NWS Group has committed a breach of Clause 6.2 in respect of: (x) the CEO of the Company; (y) a CEO Direct Report; or (z) an Ex-CEO Direct Report, |
and such breach has not been remedied within a period of three months following the final award to the reasonable satisfaction of the Company, the TPG Investor Entities and the KKR Investor, the KKR Investor and the TPG Investor Entities shall have the right, for the period of three months following such date (“Curing Period”), by written notice and exercisable on a single occasion (“Sale Notice”), to require REA to sell all of its Shares to the other Shareholder Parties that constitute Major Shareholders (in (as nearly as may be) their respective shareholding proportion or such other proportions as may be agreed between them) at a price per Share equal to 90 per cent. of the volume weighted average daily closing price (VWAP) of the Shares on the relevant securities exchange over the Curing Period, as reported by Reuters, and this right shall automatically lapse if such right is not exercised by the end of the Curing Period.
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| 6.7 | Survival of Obligations: Notwithstanding anything to the contrary in this Clause 6, the undertakings and obligations of REA and REA Listco under this Clause 6 shall terminate immediately on completion of a Drag Sale in which REA and its Affiliates cease to be Shareholders. |
| 6.8 | Obligations personal to REA and REA Listco |
The obligations of REA and REA Listco under this Clause 6 shall be personal to REA and REA Listco and shall not be assumed by any Transferee of REA’s Securities. REA Listco undertakes to the KKR Investor and the TPG Investor Entities that it shall procure, so far as it lies within its power to do so, that REA will comply with the requirements set out in Clause 6.6.2.
| 7. | Tax Matters |
| 7.1 | Tax Information: Upon the written request from the TPG Investor Entities, the KKR Investor or REA, the Company agrees to provide such information on the Company (and, to the extent relevant, the Company shall cause its Subsidiaries to provide the TPG Investor Entities, the KKR Investor and/or REA such information) as is necessary for the making, preparation and timely filings of the tax returns, tax elections or any other tax filings of the TPG Investor Entities, the KKR Investor or REA (or of their direct or indirect owners) with respect to its investment in the Company. |
| 7.2 | U.S. Tax Determinations: The Company shall use commercially reasonable efforts to make such inquiries as is necessary from time to time and promptly after the end of each taxable year (and in no event later than 60 days after the end of each taxable year) to determine: |
| 7.2.1 | whether the Company, or any of its Subsidiaries, is a “controlled foreign corporation” (“CFC”) as defined under section 957 of the Code; and |
| 7.2.2 | whether the Company is a “passive foreign investment company” (“PFIC”) as defined under section 1297 of the Code (and if the Company is a PFIC whether any of its Subsidiaries is a PFIC). |
The Shareholder Parties agree to cooperate with the Company in making such determinations. If the Company or any of its Subsidiaries is a CFC in any tax year or if the Company is a PFIC in any tax year, the Company agrees to furnish within a reasonable time, and at the Company’s expense, to each of REA, the TPG Investor Entities and the KKR Investor all information that is reasonably necessary to satisfy the U.S. income tax return filing requirements (and related tax elections) applicable to REA, each TPG Investor Entity, and/or the KKR Investor (or its direct and indirect owners) arising from its investment in the Company. Without limiting the foregoing, in the event that the Company or any of its Subsidiaries is or is likely to become a PFIC, the Company shall provide REA, each TPG Investor Entity and/or the KKR Investor with a duly completed “PFIC Annual Information Statement” pursuant to, and in compliance with, U.S. Treasury Regulations section 1.1295-1(g) within 60 days after the end of each taxable year and otherwise comply with applicable reporting requirements and shall, at REA’s, each TPG Investor Entity’s and/or the KKR Investor’s (as applicable) expense, during business hours, provide reasonable access to REA, the TPG Investor Entities and/or the KKR Investor to the Company’s (or Subsidiary’s, as the case may be), books, records, documents, information and employees as is reasonably required by REA, the TPG Investor Entities and/or the KKR Investor in order that REA, the TPG Investor Entities and/or the KKR Investor may prepare and file its U.S federal income tax returns in connection with a “qualified electing fund” election made pursuant to section 1295 of the Code.
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| 7.3 | Tax Exemption Filings: The Company agrees to prepare (or cause to be prepared) any filings, applications or elections necessary to obtain any available exemption from, reduction in the rate of, or refund of, any material withholding or other taxes imposed by any taxing authority with respect to the Shares (including on amounts distributable with respect thereto), to the extent the Company can do so without unreasonable effort or expense. The Shareholder Parties agree that they will cooperate with the Company in making any such filings, applications or elections to the extent the Company reasonably determines that such cooperation is necessary or desirable. If a TPG Investor Entity, REA or the KKR Investor must make any such filings, applications or elections directly, the Company, at the request of the TPG Investor, REA or the KKR Investor shall promptly provide such information and promptly take such other action as may reasonably be necessary to complete or make such filings, applications or elections. |
| 7.4 | Tax Residency: The Company agrees that, and the Shareholder Parties shall take all Necessary Action to ensure that: |
| 7.4.1 | unless otherwise approved by the TPG Investor, the KKR Investor and REA, the Company shall be a resident of the Cayman Islands for tax purposes; and |
| 7.4.2 | unless otherwise approved by REA, the KKR Investor and the TPG Investor, for U.S. federal income tax purposes the Company shall be treated as a corporation. |
In addition, the Company and the Shareholder Parties shall consider in good faith whether to cause the relevant Subsidiaries to elect to be treated as a flow-through entity for U.S. federal income tax consequences to the extent requested to do so by REA, the TPG Investor and the KKR Investor.
| 7.5 | Reasonable Assistance: The TPG Investor Entities, the KKR Investor and REA agree that this Clause 7 is only intended to require the Company to provide reasonable administrative assistance and the Company shall not be required to incur significant unreimbursed direct costs. |
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| 8. | Warranties |
| 8.1 | Parties’ Warranties. Each Party warrants to the other Parties (on a several and not joint basis) that each of the following statements is true and correct: |
| 8.1.1 | where the Party is a company, it is duly incorporated and validly existing under the laws of the place of its incorporation; |
| 8.1.2 | all action will have been taken so that the execution and delivery of, and the performance by it of its obligations under, this Agreement shall not (a) conflict with or result in a breach of its memorandum and articles of association or other constitutive documents, (b) infringe, or constitute a default under, any instrument, contract, document or agreement to which it is a party or by which its assets are bound, or (c) result in a breach of any Applicable Law; |
| 8.1.3 | it has full power and authority to execute and deliver this Agreement and the agreements contemplated herein, and to consummate the transactions contemplated hereby and thereby and that, upon execution by the other parties thereto, this Agreement and all such other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby constitute its valid and legally binding obligations, enforceable against it in accordance with their respective terms; |
| 8.1.4 | no bankruptcy, judicial composition, insolvency or similar proceedings concerning it have bene applied for and no circumstances exist which would require the application for any such proceedings; and |
| 8.1.5 | it is not engaged with any Group Company whether as plaintiff or defendant or otherwise in any legal action, proceeding or arbitration. |
| 9. | Term and Termination |
| 9.1 | Term: This Agreement shall become effective as of the date hereof and shall automatically terminate, save for Clauses 1, 6, 10.2, 10.18, 10.19 and 10.20, upon the winding up or dissolution of the Company, unless earlier terminated by the Parties’ mutual written agreement or in accordance with the terms of this Agreement. |
| 9.2 | Termination: Save for Clauses 1, 6, 10.2, 10.18, 10.19 and 10.20, this Agreement shall automatically terminate: |
| 9.2.1 | vis-à-vis a Shareholder Party, if and when such Shareholder Party Transfers all of its Securities in accordance with this Agreement and ceases to be a Shareholder, provided that all claims of such Shareholder Party arising in connection with the Transfer of Shares are settled; |
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| 9.2.2 | if and when both (i) the TPG Investor Entities collectively and (ii) the KKR Investor (and their respective Affiliates) cease to hold at least 7.5% of the issued share capital of the Company; |
| 9.2.3 | if and when any Shareholder Party becomes the sole Shareholder Party, provided that all claims of the other Shareholder Parties arising under this Agreement are settled; |
| 9.2.4 | upon the completion of a Drag Sale (including the completion of a sale pursuant to a ROFO Drag-Along Notice); and |
| 9.2.5 | vis-à-vis REA Listco, if and when REA Transfers all of its Shares in accordance with this Agreement and ceases to be a Shareholder, |
in each case, without prejudice to any accrued rights and obligations of the Parties at the relevant date (including, without limitation, the non-compete and non-solicit obligations in Clause 6 in accordance with the time periods set out therein).
| 10. | Notices and General |
| 10.1 | Notices: All notices, demands or other communications required or permitted to be given or made hereunder shall be in writing and delivered personally or sent by prepaid registered post, or by facsimile or e-mail addressed to the intended recipient thereof at his or its address, facsimile number or e-mail address set out below (or to such other address or facsimile number as a Party to this Agreement may from time to time duly notify the other Parties), as the case may be. |
| TPG Investor | ||
| Address: | 83 Clemenceau Avenue, #11-01 UE Square Singapore 239920 | |
| Attention: | Mr Nicholas Kay | |
| Facsimile No.: | +65 6390 5001 | |
| E-mail Address: | tpglegaldepartment@tpg.com | |
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c/o TPG Global LLC 301 Commerce Street Suite 3300, Fort Worth, TX 76102 United States of
America Epsilon Asia Holdings II Pte. Ltd. 8 Marina
View #33-04 Asia Square Tower 1 Singapore 018960 41
1 Paya Lebar Link #12-01 to #12-04 Paya Lebar Quarter Singapore 408533 hari@propertyguru.com, joe@propertyguru.com, madeleine@propertyguru.com.sg cc legal@propertyguru.com Any notice, demand or communication delivered in accordance with this Clause 10.1 shall be deemed
to have been duly served: in the case of delivery by hand, when delivered; in the case of facsimile, immediately upon the receipt by the sender of a confirmation note or any
similar transmission report indicating that the notice or communication has been sent in full to the recipient’s facsimile machine; in the case of registered post (if despatched to an address within the country of the sender), five
days, or (if despatched by registered air-letter to an address outside the country of the sender), 10 days after posting, and in proving the same it shall be sufficient to show that the envelope containing the
same was duly addressed, stamped and posted; or in the case of e-mail, at the time that the e-mail was sent (if sent before 5:00 p.m. on any Business Day) or at 9:00 a.m. on the next Business Day in any other case, provided that the sender can prove the time at which the
e-mail was sent. Confidentiality: Communications and Information Confidential: All information relating to this Agreement (including all negotiations relating to this Agreement shall be kept
confidential, and shall not be used or disclosed by, each Party; 42
all communications between the Parties or any of them and all information and other material received by any of
them from any one or more of the others concerning this Agreement, the Company or any of the Shareholder Parties which is either marked “confidential” or is by its nature intended to be exclusively for the knowledge of the recipient alone,
or to be used by the recipient only for the benefit of the Company shall be kept confidential, and shall not be used or disclosed, by the receiving Party; and any information concerning the business transactions or financial arrangements of the Company or of any of the
Shareholder Parties, or of any person with whom any of them is in a confidential relationship with regard to the matter in question, coming to the knowledge of a Party shall be kept confidential, and shall not be used or disclosed, by such Party,
unless: the disclosure or use is required for the purpose of any judicial proceedings arising out of this Agreement or
any other agreement entered into under or pursuant to this Agreement or the disclosure is made to a tax authority in connection with the tax affairs of the disclosing Party; the disclosure or use is required by any Applicable Law; the disclosure or use is required to be included in the financial statements of a Party to comply with its
applicable accounting standards; the disclosure is made to its Affiliates and shareholders and its and their respective directors, officers,
employees, agents, consultants and professional advisers on a need-to-know basis and provided that such person is aware of the terms of this provision and agrees to
treat all such information confidentially on terms no less restrictive than those set forth in this Clause 10.2 or is otherwise bound by a duty of confidentiality on terms no less restrictive than those set forth in this Clause
10.2; in the case of a TPG Investor Entity and/or the KKR Investor, to (1) its limited partners or the limited
partners of its Affiliates, provided that such limited partners are advised of the confidential nature of such information and are subject to typical obligations of confidentiality for investors in a private equity fund or (2) its financiers or
potential purchasers of some or all of its Shares, provided that such person is aware of the terms of this provision and agrees to treat all such information confidentially on terms no less restrictive than those set forth in this Clause
10.2 or is otherwise bound by a duty of confidentiality on terms no less restrictive than those set forth in this Clause 10.2; the information becomes publicly available (other than by breach of this Agreement); 43
the Party whose information is to be disclosed or used has given prior written approval to the disclosure or
use; or the information is independently developed by the recipient, provided that prior to disclosure or use of any information pursuant to Clauses 10.2.1(iii)(a), 10.2.1(iii)(b) or
10.2.1(iii)(c), the Party concerned shall, as far as legally permissible, promptly notify the other relevant Party(ies) whose information is to be disclosed or used of such requirement with a view to providing such other Party(ies) with the
opportunity to contest such disclosure or use or otherwise to agree the timing and content of such disclosure or use. Duration: The obligations under this Clause 10.2 (other than Clause 10.2.3) shall
terminate with respect to a Party without the need for any further action on the part of any of the Parties upon the date falling two years after the termination of this Agreement with respect to such Party. Beneficial Ownership Reporting. To the extent that the reporting obligations under
Section 16 of the Exchange Act do not apply to the Company, each Shareholder Party shall notify each other Shareholder Party upon increasing or decreasing its shareholding percentage (to be calculated on the issued share capital of the Company)
above or below 20%, 15%, 10% and 7.5%. Each Shareholder Party shall, upon request, provide such additional information as required for the Shareholder Parties to satisfy their respective reporting obligations pursuant to Section 13(d) of the
Exchange Act or any successor provision thereof. Announcements: No announcement, circular or public communication (each an
“Announcement”) concerning the existence or content of this Agreement shall be made by any Party without the prior written approval of the other Shareholder Parties that are Major Shareholders. This shall not affect any Announcement
that any Party believes in good faith upon advice of internal or external counsel is required by Applicable Law or the rules of any applicable securities exchange that are applicable to such Party, provided that prior notice of such Announcement
shall be given to the other Parties to the extent lawfully permitted. Remedies: No remedy conferred by any of the provisions of this Agreement is intended to be exclusive of
any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in
equity, by statute or otherwise. The election of any one or more of such remedies by any of the Parties shall not constitute a waiver by such Party of the right to pursue any other available remedies. Release and Indulgence: Any liability to any Party may in whole or in part be released,
compounded or compromised or time or indulgence given by that Party in that Party’s absolute discretion as regards any other Party under such liability without in any way prejudicing or affecting the first Party’s rights against any other
Party or Parties under the same or a like liability whether joint and several or otherwise. 44
Corporate Opportunities: The TPG Investor Entities, REA, REA Listco, the KKR Investor and their respective Associated Persons (as
defined below) and any Director appointed by the TPG Investor Entities, REA or the KKR Investor may engage in or possess any interest in other investments, business ventures or persons of any nature or description, independently or with others,
similar or dissimilar to, or that competes with, the investments or business of the Group Companies, and may provide advice and other assistance to any such investment, business venture or person, and the Group Companies and the other Parties shall
have no rights by virtue of this Agreement in and to such investments, business ventures or persons or the income or profits derived therefrom. The pursuit of any such investment or venture, even if competitive with the business of any Group
Company, shall not be deemed wrongful or improper and shall not constitute a conflict of interest or breach of fiduciary or other duty in respect of any Group Company or the other Shareholder Parties. None of the TPG Investor Entities, REA, REA Listco or the KKR Investor and their respective Associated
Persons and any Director appointed by TPG Investor Entities, REA or the KKR Investor shall be obligated to present any particular investment or business opportunity to any Group Company even if such opportunity is of a character that, if presented
to such Group Company, could be pursued by such Group Company, and the TPG Investor Entities, REA, REA Listco and the KKR Investor and its Associated Persons and any Director appointed by the TPG Investor Entities, REA or the KKR Investor shall have
the right to pursue for its own account (individually or as a partner or a fiduciary) or to recommend to any other person any such investment opportunity. For the purpose of this Clause 10.6, the term “Associated Person” means,
with respect to any person, such person’s Affiliates and any other person over whom such first person exercises a level of influence which, though it is not control, is demonstrably significant as pertains to the management and policies of such
person. Notwithstanding anything to the contrary in this Agreement, the rights of REA, its Associated Persons,
the REA Director and REA Listco under this Clause 10.6 shall be subject always to Clause 6. Third Party Beneficiaries: Except as otherwise provided in Clauses 5.2
and 10.8, this Agreement does not create any rights, claims or benefits inuring to any person that is not a party hereto, and it does not create or establish any third party beneficiary hereto. Assignment: The rights and obligations under this Agreement may not be assigned by any Party
without the consent in writing of all the other Parties, save as provided in this Agreement (including but not limited to Clause 5.5) and provided that a TPG Investor Entity and/or KKR Investor and/or REA shall be entitled to assign or
transfer any of its rights or obligations under this Agreement to an Affiliate without the consent of any other Party. Any such assignee or transferee shall be entitled to the full benefit of this Agreement to the same extent as if it were an
original party in respect of the rights or obligations assigned or transferred to it, and if any of the TPG Investor Entities and/or the KKR Investor and any one or more of their Affiliates holds any Shares at the same time, the TPG Investor
Entities and/or the KKR Investor and such Affiliate or Affiliates shall be treated as one Shareholder for the purposes of this Agreement, save as expressly otherwise stated or the context requires otherwise. 45
Amendments: No amendment or variation of this Agreement shall be effective unless in writing and
signed by or on behalf of each of the Parties; provided however that this Agreement may be amended without the consent of any Shareholder Party which, together with its Affiliates, collectively holds less than 7.5% of the issued share capital of the
Company to the extent that the relevant amendments are not prejudicial to the direct interests of such Shareholder Party (in which case any such amendments shall be binding on that Shareholder Party as though it had expressly consented to the
relevant amendments). Prevalence of Agreement: In the event of any inconsistency or conflict between the provisions of this
Agreement and the provisions of the Articles, the provisions of this Agreement shall as between the Shareholder Parties prevail and the Shareholder Parties shall, so far as they are able, cause such necessary alterations to be made to the Articles
as are required to remove such conflict or otherwise give effect to the provisions of this Agreement. No Recourse or Partnership: Only the Parties shall have any obligation or liability under this
Agreement. Notwithstanding anything that may be expressed or implied in this Agreement, no recourse under this Agreement shall be had against any current or future Affiliate of the TPG Investor Entities, REA, REA Listco or the KKR Investor (unless
such Affiliate has become a Party in accordance with the provisions of this Agreement), any current or future direct or indirect shareholder, member, general or limited partner, controlling person or other beneficial owner of the TPG Investor
Entities, REA, REA Listco or the KKR Investor or any such Affiliate, any of its Representatives or any of the successors and assigns of each of the foregoing (collectively, “Non-Liable
Persons”), whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any Applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be
imposed on or otherwise be incurred by any Non-Liable Person for any obligation of the TPG Investor Entities, REA, REA Listco, or the KKR Investor under this Agreement or for any claim based on, in respect of
or by reason of such obligations or their creation. The relationship between the Parties shall not constitute a partnership. None of the provisions of this Agreement shall be deemed to constitute a partnership between the Parties. No Party has the
power or the right to bind, commit or pledge the credit of another Party. Time of the Essence: Any time, date or period mentioned in any provision of this Agreement may be
extended by mutual agreement between the Parties but as regards any time, date or period originally fixed and not extended or any time, date or period so extended as aforesaid, time shall be of the essence. Entire Agreement: This Agreement and the documents referred to herein are in substitution for all
previous shareholders’ agreements between all or any of the Parties and contain the whole agreement between the Parties relating to the subject matter of this Agreement. 46
Severance: If any provision of this Agreement or part thereof is rendered void, illegal or unenforceable
by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and no further. Costs and Expenses: Each of the Parties shall bear its own legal and other professional costs and
expenses incurred by it in the negotiation and preparation of this Agreement. Further Assurance: The Parties shall do all such acts and things and execute and sign all such documents
and instruments as may be necessary, desirable or expedient to give effect to the terms of, and the commercial understanding of the Parties recorded in, this Agreement and the documents in connection herewith. Counterparts: This Agreement may be executed in two or more counterparts, all of which together shall
constitute one and the same instrument. Any Party may enter into this Agreement by signing any such counterpart and each counterpart may be signed and executed by the Parties and transmitted by e-mail and
shall be as valid and effectual as if executed as an original. For the avoidance of doubt, in the case of execution by way of counterparts, this Agreement shall not be deemed to be concluded until the last of such counterparts shall have been
executed. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to this Agreement (including, without limitation, any related amendments, waivers and consents) shall
be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms complying with applicable law, or the keeping of records in electronic form, each of which shall be of the same
legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in
Global and National Commerce Act, the Delaware Uniform Electronic Transactions Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York. Waiver of Jury Trial: The Parties acknowledge and agree that any controversy which may arise
under this Agreement is likely to involve complicated and difficult issues, and therefore the Parties hereby irrevocably and unconditionally waive any right such Party may have to a trial by jury in respect of any litigation directly or indirectly
arising out of or relating to this Agreement. each Party certifies and acknowledges that (i) no representative, agent or attorney of any other party hereto has represented, expressly or otherwise, that such other Party would not, in the event
of litigation, seek to enforce the foregoing waiver, (ii) each such Party understands and has considered the implications of this waiver, (iii) each such Party makes this waiver voluntarily, and (iv) each such Party has been induced
to enter into this Agreement by, among other things, the mutual waivers and certifications in this Clause 10.19. 47
Dispute Resolution: Any dispute arising out of or in connection with this Agreement, including
any question as to the validity, existence or termination of this Agreement and/or this Clause 10.20, shall be resolved by arbitration administered by the International Court of Arbitration of the International Chamber of Commerce in
Singapore pursuant to the rules of the Rules of Arbitration of the International Chamber of Commerce for the time being in force, which rules are deemed to be incorporated by reference in this Clause 10.20. 48
Appendix A Joinder Agreement This Joinder
Agreement (the “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the Shareholders’ Agreement dated as of [•] (the
“Shareholders’ Agreement”) by and among PropertyGuru Group Limited (the “Company”) and certain other persons named therein, as the same may be amended from time to time. Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the
Shareholders’ Agreement. The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement,
the Joining Party shall be deemed to be a party to and a “Shareholder Party” under the Shareholders’ Agreement as at the date hereof and shall have all of the rights and obligations of the Shareholder from whom it has acquired Shares
(to the extent permitted by the Shareholders’ Agreement) as if the Joining Party had executed the Shareholders’ Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions
and conditions contained in the Shareholders’ Agreement. The Joining Party hereby makes, as of the date hereof, the representations and warranties set forth in Clause 8 of the Shareholders’ Agreement. For the purpose of Clause 10.1 (Notices) of the Shareholders’ Agreement, the address and
facsimile number of the Joining Party is: This Deed shall be governed by, and construed in accordance with, the laws of the State of New York.
Clause 10.20 (Dispute Resolution) and Clause 10.7 (Third Party Beneficiaries) of the
Shareholders’ Agreement are hereby deemed incorporated by reference in this clause and shall apply mutatis mutandis to this Joinder Agreement. IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below. Date: [NAME OF JOINING
PARTY]
AGREED ON THIS day of
,20
:
In witness whereof this Agreement has been entered into as a Deed on the date stated at the
beginning. TPG Investor Executed and delivered as a deed by TPG Asia VI SF Pte. Ltd. /s/ Dominic Picone Director Name: Dominic Picone /s/ Shermaine Yim Pithie Witness Name: Shermaine Yim
Pithie Title: Executive Assistant Address: 83 Clemenceau
Avenue, #11-01 UE Square, Singapore 239920 TPG Investor 2 Executed and delivered as a deed by TPG Asia VI SPV GP LLC in its capacity as general
partner of TPG Asia VI Digs 1 L.P. /s/ Ken Murphy Vice President Name: Ken Murphy /s/ Shermaine Yim Pithie Witness Name: Shermaine Yim
Pithie Title: Executive Assistant Address: 83 Clemenceau
Avenue, #11-01 UE Square, Singapore 239920 [Signature Page to Shareholders’ Agreement]
KKR Investor Executed and delivered as a deed by Epsilon Asia Holdings II Pte. Ltd. /s/ Ngan Nim Ying Director Name: Ngan Nim Ying /s/ Carrie Liong Witness Name: Carrie Liong Title: Finance Manager Address: 8 Marina View, #33-04 Asia Square Tower 1 Singapore 018960 [Signature Page to Shareholders’ Agreement]
REA /s/ Owen Wilson /s/ Tamara Kayser Owen Wilson Tamara Kayser
The Company Executed and delivered as a deed by PropertyGuru Group Limited /s/ Hari Vembakkam Krishnan Director Name: Hari Vembakkam Krishnan /s/ Anthony McCourt Witness Name: Anthony McCourt Title: Legal Counsel Address: [Signature Page to Shareholders’ Agreement]
REA Listco /s/ Owen Wilson /s/ Tamara Kayser Owen Wilson Tamara Kayser [Signature Page to Shareholders’ Agreement]
TPG Investor 2
Address:
Attention:
Office of General Counsel
Facsimile No.:
+1 (817) 871 4001
E-mail Address:
tpglegaldepartment@tpg.com
KKR Investor
Address:
Attention:
General Counsel
Facsimile No.:
+65 6922 5801
E-mail Address:
N.A.
REA
Address:
511 Church Street, Richmond VIC 3121, Australia
Attention:
General Counsel and Company Secretary
Facsimile No.:
None
E-mail Address:
company.secretary@rea-group.com
REA Listco
Address:
511 Church Street, Richmond VIC 3121, Australia
Attention:
General Counsel and Company Secretary
Facsimile No.:
None
E-mail Address:
company.secretary@rea-group.com
The Company
Address:
Attention:
Mr Hari Krishnan, Mr Joe Dische, Ms Madeleine Brett-Williams
E-mail Address:
10.1.1
10.1.2
10.1.3
10.1.4
10.2
10.2.1
(i)
(ii)
(iii)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
10.2.2
10.2.3
10.3
10.4
10.5
10.6
10.6.1
10.6.2
10.6.3
10.6.4
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
1.
2.
3.
Address
:
[●]
Attention
:
[●]
Facsimile No.
:
[●]
E-mail Address
:
[●]
4.
5.
By:
Name:
Title:
PropertyGuru Group Limited
By:
Name:
acting by a director in the presence of:
acting by a Vice President in the presence of:
acting by a director in the presence of:
Signed, sealed and delivered by REA Asia Holding Co. Pty Ltd.in accordance with Section 127 of the Corporations Act 2001 (Cth) by:
Signature of Director
Signature of Director / Secretary
Name of Director
Name of Director / Secretary
acting by a director in the presence of:
Signed, sealed and delivered by REA Group Limited in accordance with Section 127 of the Corporations Act 2001 (Cth) by:
Signature of Director
Signature of Director / Secretary
Name of Director
Name of Director / Secretary
Exhibit 15.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Defined terms included below shall have the same meaning as terms defined and included elsewhere in the Report and, if not defined in the Report, in the Proxy Statement/Prospectus.
Introduction
The following unaudited pro forma condensed combined financial statements presents the combination of the financial information of Bridgetown 2 and PropertyGuru, adjusted to give effect to the following transactions:
| • | the acquisition of the Panama Group by PropertyGuru on August 3, 2021; |
| • | the Business Combination, and the other transactions contemplated by the Business Combination Agreement between Bridgetown 2 and Amalgamation Sub and PropertyGuru; and |
| • | the PIPE Subscription Agreements entered by PubCo, Bridgetown 2 and the PIPE Investors which includes REA. |
The following unaudited pro forma condensed combined statement of financial position as of June 30, 2021 gives pro forma effect to the acquisition of the Panama Group, the Business Combination and the PIPE financing (including REA’s existing call option to acquire additional shares in PropertyGuru) as if they had been consummated as of that date. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2021 and the year ended December 31, 2020 present pro forma effect to the acquisition of the Panama Group, the Business Combination and the PIPE financing (including REA’s existing call option to acquire additional shares in PropertyGuru) as if they had been completed on January 1, 2020.
The unaudited pro forma condensed combined financial statements do not necessarily reflect what the combined company’s financial condition or results of operations would have been had the acquisition of the Panama Group, the Business Combination and the PIPE financing (including REA’s existing call option to acquire additional shares in PropertyGuru) occurred on the dates indicated. The unaudited pro forma condensed combined financial statements also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma condensed financial statements are presented for illustrative purposes only and does not reflect the costs of any integration activities or cost savings or synergies that may be achieved as a result of the acquisition of the Panama Group.
This information is based on and should be read in conjunction with (i) PropertyGuru’s and the Panama Group’s respective unaudited interim condensed consolidated financial statements as of and for the six months ended June 30, 2021 and the audited consolidated financial statements for the year ended December 31, 2020, (ii) the unaudited financial statements of Bridgetown 2 as of and for the six months ended June 30, 2021 and the audited financial statements of Bridgetown 2 for the period from June 24, 2020 (inception) to December 31, 2020 and related notes, the sections titled “Bridgetown 2’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “PropertyGuru’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in the Proxy Statement/Prospectus.
The unaudited pro forma condensed combined financial statements have been prepared based on the actual redemption of 17,733,926 shares of Bridgetown 2 Class A Ordinary Shares at approximately $10.00 per share on the Closing Date of the Business Combination.
Acquisition of the Panama Group
On August 3, 2021, PropertyGuru consummated the acquisition of the Panama Group. See the section entitled “PropertyGuru’s Business—Our Growth Strategy—Acquisition of the Panama Group” in the Proxy Statement/Prospectus for additional discussion of the acquisition of the Panama Group.
Description of the Business Combination
On July 23, 2021, Bridgetown 2 entered into the Business Combination Agreement with PropertyGuru, PubCo and Amalgamation Sub. Pursuant to the Business Combination Agreement, (i) Bridgetown 2 will merge with and into PubCo, with PubCo being the surviving entity and (ii) following the Merger, Amalgamation Sub and PropertyGuru will amalgamate and continue as one company, with PropertyGuru being the surviving entity and becoming a wholly-owned subsidiary of PubCo. The Business Combination was consummated on March 17, 2022.
PIPE Financing
Concurrently with the execution of the Business Combination Agreement, PubCo and Bridgetown 2 entered into the PIPE Subscription Agreements with the PIPE Investors. Pursuant to the PIPE Subscription Agreements, the PIPE Investors have committed to subscribe for and purchase, and PubCo agreed to issue and sell to the PIPE Investors, an aggregate of 13,193,068 PubCo Ordinary Shares at a purchase price of $10.00 per share, for aggregate gross proceeds of S$180.1 million ($131,930,680), which includes REA’s $20.0 million subscription in the PIPE Investment and an additional $31.9 million equity investment in PubCo by REA relating to REA’s existing call option to acquire additional shares in PropertyGuru.
Ownership
Pursuant to Bridgetown 2’s existing charter, Bridgetown 2’s public shareholders were offered the opportunity to redeem, upon closing of the Business Combination, Bridgetown 2 Class A Ordinary Shares held by them for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account. The unaudited pro forma condensed combined financial statements reflect the actual redemption of 17,733,926 shares of Bridgetown 2 Class A Ordinary Shares at approximately $10.00 per share.
The following summarizes the number of PubCo ordinary shares outstanding at Closing Date:
| Shares | % | |||||||
| Public Shareholders |
12,166,074 | 7.6 | % | |||||
| Existing PropertyGuru Shareholders |
128,376,418 | 79.6 | % | |||||
| PIPE Shares(1) |
13,193,068 | 8.2 | % | |||||
| Sponsor |
7,475,000 | 4.6 | % | |||||
|
|
|
|
|
|||||
| Total PubCo Shares Outstanding at Closing |
161,210,560 | 100.0 | % | |||||
|
|
|
|
|
|||||
| (1) | Includes REA Group’s exercise of an option to make an additional equity investment of $31.9 million. |
The following unaudited pro forma condensed combined statement of financial position as of June 30, 2021 and the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2021 and the year ended December 31, 2020 are based on (i) the unaudited interim condensed consolidated financial statements of PropertyGuru as of and for the six months ended June 30, 2021 and the audited consolidated financial statements of PropertyGuru for the year ended December 31, 2020, (ii) the unaudited interim condensed consolidated financial statements of Panama Group as of and for the six months ended June 30, 2021 and the audited consolidated financial statements of Panama Group for the year ended December 31, 2020 and (iii) the unaudited financial statements of Bridgetown 2 as of and for the six months ended June 30, 2021 and the audited financial statements of Bridgetown 2 for the period from June 24, 2020 (inception) to December 31, 2020. The unaudited pro forma adjustments are based on information currently available, assumptions, and estimates underlying the pro forma adjustments and are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial statements.
2
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL POSITION
AS OF JUNE 30, 2021
(in S$ in thousands)
| PropertyGuru (IFRS, Historical) |
Panama Group (IFRS, Historical as converted) (Note 2) |
Transaction accounting adjustments (Property Guru) |
Note |
Pro forma combined PropertyGuru and Panama Group |
Bridgetown 2 (US GAAP, Historical as converted) (Note 2) |
Transactions Accounting Adjustments |
Note |
Pro forma combined |
||||||||||||||||||||||||
| Assets |
||||||||||||||||||||||||||||||||
| Current assets |
||||||||||||||||||||||||||||||||
| Cash and cash equivalents |
77,832 | 5,016 | 998 | A2 | 79,247 | 1,931 | 175,249 | B1 | 364,354 | |||||||||||||||||||||||
| (4,599 | ) | A4 | (11,721 | ) | B4 | |||||||||||||||||||||||||||
| (31,720 | ) | B2 | ||||||||||||||||||||||||||||||
| (8,251 | ) | B5 | ||||||||||||||||||||||||||||||
| 402,126 | B6 | |||||||||||||||||||||||||||||||
| (242,104 | ) | B7 | ||||||||||||||||||||||||||||||
| (403 | ) | B10 | ||||||||||||||||||||||||||||||
| Trade and other receivables |
12,785 | 11,383 | (5,032 | ) | A2 | 19,136 | 439 | (601 | ) | B2 | 18,974 | |||||||||||||||||||||
| Total current assets |
90,617 | 16,399 | (8,633 | ) | 98,383 | 2,370 | 282,575 | 383,328 | ||||||||||||||||||||||||
| Non-current assets: |
||||||||||||||||||||||||||||||||
| Trade and other receivables |
1,368 | 1,368 | — | 1,368 | ||||||||||||||||||||||||||||
| Intangible assets |
20,322 | 12,009 | 3,689 | A3 | 36,020 | — | 36,020 | |||||||||||||||||||||||||
| Goodwill |
125,440 | 1,195 | 228,654 | A3 | 355,289 | 355,289 | ||||||||||||||||||||||||||
| Plant and equipment |
2,221 | 1,122 | 3,343 | — | 3,343 | |||||||||||||||||||||||||||
| Right-of-use assets |
16,524 | 1,044 | 17,568 | — | 17,568 | |||||||||||||||||||||||||||
| Investments held in Trust Account |
402,126 | (402,126 | ) | B6 | — | |||||||||||||||||||||||||||
| Total non-current assets |
165,875 | 15,370 | 232,343 | 413,588 | 402,126 | (402,126 | ) | 413,588 | ||||||||||||||||||||||||
| Total assets |
256,492 | 31,769 | 223,710 | 511,971 | 404,496 | (119,551 | ) | 796,916 | ||||||||||||||||||||||||
| Liabilities |
||||||||||||||||||||||||||||||||
| Current liabilities: |
||||||||||||||||||||||||||||||||
| Trade and other payables |
19,930 | 23,499 | (18,006 | ) | A2 | 25,423 | 2,952 | (2,537 | ) | B2 | 25,838 | |||||||||||||||||||||
| Lease liabilities |
3,621 | 490 | 4,111 | — | 4,111 | |||||||||||||||||||||||||||
| Borrowings |
176 | 176 | 176 | |||||||||||||||||||||||||||||
| Deferred revenue |
34,161 | 4,365 | 38,526 | — | 38,526 | |||||||||||||||||||||||||||
| Preference shares |
208,512 | — | (208,512 | ) | A1 | — | — | — | ||||||||||||||||||||||||
| Promissory note - related party |
— | — | — | 403 | (403 | ) | B10 | — | ||||||||||||||||||||||||
| Provision for reinstatement costs |
33 | — | 33 | — | 33 | |||||||||||||||||||||||||||
| Current income tax liabilities |
4,859 | — | 4,859 | — | 4,859 | |||||||||||||||||||||||||||
| Derivative financial liabilities |
125,086 | — | (125,086 | ) | A1 | — | — | — | ||||||||||||||||||||||||
| Total current liabilities |
396,378 | 28,354 | (351,604 | ) | 73,128 | 3,355 | (2,940 | ) | 73,543 | |||||||||||||||||||||||
3
Note Note Non-current liabilities: Trade and other payables Lease liabilities Borrowings Deferred income tax liabilities Warrant liability Deferred underwriting fee payable Provision for reinstatement costs Ordinary shares subject to possible redemptions Total non-current liabilities Total liabilities Shareholders’ equity Share capital Preference shares Share reserve Capital reserve Warrants Translation reserve Accumulated losses/ Retained earnings Total shareholders’ equity 4
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2021 (in S$ in thousands, except share and per share data) Note Note Revenue Other income Other gains/(losses) - net Expenses Venue costs Sales and marketing cost Sales commission Impairment loss on financial assets Depreciation and amortization Impairment of intangible assets IT and internet expenses Legal and professional Employee compensation Directors’ remuneration Staff cost Office rental Finance cost Cost of proposed listing Other expenses Total expenses Loss before income tax Tax expenses Net loss Pro forma weighted average common of shares outstanding - basic and diluted Pro forma net loss per share - basic and diluted (S$ per share) 5
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2020 (in S$ in thousands, except share and per share data) Note Note Revenue Other income Other gains/(losses) - net Expenses Venue costs Sales and marketing cost Sales commission Impairment loss on financial assets Depreciation and amortization Impairment of intangible assets IT and internet expenses Legal and professional Employee compensation Directors’ remuneration Staff cost Office rental Finance cost Cost of proposed listing Other expenses Total expenses Loss before income tax Tax expenses Net loss Pro forma weighted average common of shares outstanding - basic and diluted Pro forma net loss per share - basic and diluted (S$ per share) 6
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Basis of Preparation The unaudited pro forma condensed combined statement of financial position as of June 30, 2021 assumes that the Business Combination and
the acquisition of the Panama Group occurred on June 30, 2021. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020 present pro forma effect
to the acquisition of the Panama Group, Business Combination and PIPE financing (including REA’s existing call option to acquire additional shares in PropertyGuru) as if it had been completed on January 1, 2020, the beginning of the
earliest period presented. The unaudited pro forma condensed combined financial information has been prepared using, and should be read
in conjunction with, the historical financial statements (including the related notes) of PropertyGuru, Panama Group and Bridgetown 2. The historical financial information of PropertyGuru and Panama Group was derived from the unaudited interim
condensed consolidated financial statements of PropertyGuru and Panama Group as of and for the six months ended June 30, 2021 and the audited consolidated financial statements of PropertyGuru and Panama Group for the year ended
December 31, 2020, each of which are included elsewhere in this prospectus. The historical financial information of Bridgetown 2 was derived from the unaudited financial statements of Bridgetown 2 as of and for the six months ended
June 30, 2021 and the audited financial statements of Bridgetown 2 for the period from June 24, 2020 (inception) to December 31, 2020, each of which are included elsewhere in this prospectus. Anticipated Accounting Treatment The acquisition of the Panama Group is being accounted for as a business combination in accordance with IFRS 3 and PropertyGuru has been
determined to be the legal and accounting acquirer. Accordingly, PropertyGuru applied the acquisition method of accounting for the acquisition of the Panama Group. The Business Combination will be accounted for as a capital reorganization. Under this method of accounting, PubCo will be treated as the
“acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of PropertyGuru issuing shares at the Closing for the net assets of Bridgetown 2 as of the Closing Date,
accompanied by a recapitalization. The net assets of Bridgetown 2 will be stated at historical cost, with no goodwill or other intangible assets recorded. PropertyGuru has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances: PropertyGuru’s shareholders will have the largest voting interest in PubCo; PropertyGuru has the ability to nominate the majority of the members of the board of directors;
PropertyGuru’s senior management is the senior management of the post-combination company; and
PropertyGuru is the larger entity, in terms of substantive operations and employee base. The Business Combination, which is not within the scope of IFRS 3 since Bridgetown 2 does not meet the definition of a business in accordance
with IFRS 3, is accounted for within the scope of IFRS 2. Any excess of fair value of PubCo shares issued over the fair value of Bridgetown 2’s identifiable net assets acquired represents compensation for the service of a stock exchange listing
for its shares and is expensed as incurred. The unaudited pro forma condensed combined financial information is not necessarily
indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial
position of the post-combination company. They should be read in conjunction with the historical financial statements and notes thereto of PropertyGuru, Panama Group and Bridgetown 2. 7
IFRS Policy and Presentation Alignment The historical financial statements of PropertyGuru have been prepared in accordance with IFRS as issued by the IASB and in its presentation
and reporting currency of Singapore dollars (S$). The historical financial statements of the Panama Group have been prepared in accordance with IFRS as issued by the IASB and in its presentation and reporting currency of Malaysian Ringgit (MYR).
IFRS differs from U.S. GAAP in certain material respects and thus may not be comparable to financial information presented by U.S. companies. The historical financial statements of Bridgetown 2 have been prepared in accordance with
U.S. GAAP in its presentation and reporting currency of United States dollars ($). The financial statements of the Panama Group and Bridgetown 2 have been translated into Singapore dollars for the purposes of presentation in the unaudited pro
forma condensed combined financial statements (“As Converted”) using the following exchange rates: at the period end exchange rate as of June 30, 2021 of MYR1.00 to S$0.3239 for the statement of financial
position; the average exchange rate for the period from January 1, 2021 through June 30, 2021 of MYR1.00 to
S$0.3248 for the statement of operations for the six months ended June 30, 2021; the average exchange rate for the 12 months ended December 31, 2020 of MYR1.00 to S$0.3281 for the statement
of operations for the year ended on December 31, 2020; at the period end exchange rate as of June 30, 2021 of $1.00 to S$1.3449 for the statement of financial
position; the average exchange rate for the period from January 1, 2021 through June 30, 2021 of $1.00 to
S$1.3333 for the statement of operations for the six months ended June 30, 2021; and the average exchange rate for the period from June 24, 2020 (inception) through December 31, 2020 of
$1.00 to S$1.3812 for the statement of operations for the year ended December 31, 2020. Certain reclassifications
were required to align the Panama Group’s accounting policies to those applied by PropertyGuru. The adjustment required to convert Bridgetown 2’s historical financial information from U.S. GAAP to IFRS or to align Bridgetown 2’s
accounting policies to those applied by PropertyGuru was the reclassification of Bridgetown 2’s Class A ordinary shares and founder shares subject to redemption from mezzanine equity to non-current
financial liabilities. IFRS differs from U.S. GAAP in certain material respects and thus may not be comparable to financial information presented by U.S. companies. Adjustments to Unaudited Pro Forma Condensed Combined Financial Statements The following unaudited pro forma condensed combined financial statements has been prepared in accordance with Article 11 of Regulation S-X. Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statement of Financial Position
The Transaction Accounting Adjustments included in the unaudited pro forma condensed combined statement of financial position as
of June 30, 2021 are as follows: (A1) Represents the conversion of PropertyGuru preference shares into PropertyGuru ordinary
shares upon the completion of the acquisition of the Panama Group pursuant to the terms of the share purchase agreement, dated May 30, 2021, between and among REA Group, iProperty and PropertyGuru. (A2) Represents the debt capitalization and cash settlement of the related party balances of the Panama Group prior to acquisition by
PropertyGuru. (A3) Represents the IFRS 3 acquisition accounting adjustments resulting from the acquisition of the business
operations of the Panama Group. On August 3, 2021, PropertyGuru completed its acquisition of the business operations and all the net
identifiable assets of the Panama Group in exchange for issuance of PropertyGuru’s shares which amounted to S$248.6 million. The transaction will be accounted for as a business combination by PropertyGuru. 8
Purchase consideration Less: Cash received from settlement of related party balances Net purchase consideration Net identifiable assets and liabilities assumed Panama Group shareholders’ equity as at June 30, 2021 Excluded assets and liabilities Related party receivables Related party payables Historical goodwill Adjustments to fair value of assets and liabilities acquired Acquired intangible assets Goodwill Given that the Panama Group acquisition was recently consummated, PropertyGuru is in the process of performing
a purchase price allocation which it is expected to complete in the first quarter of 2022. The assets and the liabilities acquired are to be recorded at their estimated fair market values, which are based on preliminary management estimates and are
subject to final valuation adjustments. The excess of purchase price over net identifiable assets acquired will be allocated to goodwill. Based on currently available information, management estimates that approximately 1.5% of the purchase price
will be allocated to identifiable intangible assets with finite useful lives. The weighted average useful life for definite-lived intangible assets is currently estimated to be approximately 8 years. (A4) Represents preliminary estimated acquisition-related costs expected to be incurred by PropertyGuru of approximately
S$5.6 million, for advisory, banking, legal, accounting and stamp duty fees incurred as part of the acquisition of the Panama Group. As of June 30, 2021, S$1.0 million have been recorded as expenses and accrued in trade and other payables. The remaining transaction
costs of S$4.6 million have been accrued as of the pro forma statement of financial position date and is included as an expense through accumulated loss as of June 30, 2021. (B1) Represents the net proceeds of S$175.2 million from the issuance and sale of 13,193,068 shares of PubCo at S$13.65 per share
in the PIPE financing (including REA’s existing call option to acquire additional shares in PropertyGuru) pursuant to the terms of the PIPE Subscription Agreements, including transaction costs for placement fees of PIPE financing which
approximate S$4.9 million. (B2) Represents preliminary estimated transaction costs expected to be incurred by PropertyGuru
and PubCo of approximately S$32.0 million, for advisory, legal, research and accounting fees incurred as part of the Business Combination as of June 30, 2021 and December 31, 2020. As of June 30, 2021, S$2.3 million have been recorded as expenses, which includes S$2.5 million fees accrued in trade and other
payables, S$0.6 million fees deferred in trade and other receivables and S$0.4 million fees paid in cash. The remaining transaction costs of S$29.7 million have been accrued as of the pro forma statement of financial position date,
S$4.5 million represents equity issuance costs capitalized in share capital. The remaining amount of S$25.2 million is included as an expense through accumulated loss as of June 30, 2021. As of December 31, 2020, S$4.5 million represent equity issuance costs capitalized in share capital. The remaining amount of
S$27.5 million is included as an expense through the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020. 9
(B3) IFRS 2 Charge is calculated as the excess of (i) the estimated fair value
of PropertyGuru equity issued over (ii) the fair value of Bridgetown 2’s net assets acquired in connection with the Business Combination. The estimated fair value of PropertyGuru’s equity issued was based on the market values of
Bridgetown 2’s Class A ordinary shares and founder shares outstanding at the date of the Business Combination. The IFRS 2 Charge, which is non-recurring in nature and represents a share-based payment
made in exchange for a listing service, is estimated to be S$107.2 million for the year ended December 31, 2020. The actual charge is dependent upon the fair value of Bridgetown 2 Class A ordinary shares and founder shares outstanding
at the date of the Business Combination. Estimated fair value of PubCo equity consideration issued (pro forma) Fair value of Bridgetown 2 Class A ordinary shares outstanding Fair value of Bridgetown 2 founder shares outstanding Estimated fair value of Bridgetown 2 net assets/liabilities acquired (pro forma) Net assets as of June 30, 2021 Accrued transaction costs Settlement for redemptions of PubCo common stock Excess of PubCo consideration issued over fair value of Bridgetown 2 net assets acquired
(IFRS 2 Charge) As of June 30, 2021, estimated fair value determined based on (i) 12,166,074 Class A ordinary shares
and 7,475,000 founder shares outstanding, (ii) a quoted market price of $8.33/share as of March 17, 2022 and (iii) a foreign exchange rate of $0.73/S$ as of March 17, 2022. A one percent change in the market price per share (in each case, of Bridgetown 2) would result in a change of
S$2.2 million in the estimated IFRS 2 Charge. The actual amount of the IFRS 2 charge, which may differ materially
from the amount estimated above, will be calculated as of (and recognized as a charge to the income statement upon) consummation of the Business Combination. (B4) Represents the settlement of deferred underwriting fees from the Trust Account. (B5) Represents preliminary estimated transaction costs expected to be incurred by Bridgetown 2 of approximately S$10.1 million,
for advisory, legal, research, accounting fees and out-of-pocket expenses incurred as part of the Business Combination. As of June 30, 2021, S$1.8 million have been recorded as expenses, which includes S$1.7 million fees accrued in trade and other
payables and S$0.1 million fees paid in cash. The remaining transaction costs of S$8.3 million have been accrued as of the pro forma statement of financial position date, S$3.4 million represents equity issuance costs capitalized in
share capital. The remaining amount of S$4.9 million is included as an expense through accumulated loss as of June 30, 2021. (B6) Reflects the liquidation and reclassification of S$402.1 million of investments held in the Trust Account to cash and cash
equivalents that becomes available following the Business Combination. (B7) Represents the pro forma adjustment for the 17,733,926
shares of PubCo common stock that are redeemed at an estimated per share redemption price of S$13.65. S$242.1 million in cash will be paid to redeeming shareholders with the offset to share capital. (B8) Represents the reclassification of the redeemable ordinary shares to equity. (B9) Represents the elimination of historical accumulated losses of Bridgetown 2. (B10) Represents the redemption of promissory note of Bridgetown 2. 10
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations
The transaction accounting adjustments included in the unaudited pro forma condensed combined statement of operations for the six
months ended June 30, 2021 and for the year ended December 31, 2020 are as follows: (C1) Represents preliminary
estimated acquisition-related costs expected to be incurred by PropertyGuru of approximately S$5.6 million for advisory, banking, legal, accounting and stamp duty fees incurred as part of the acquisition of the Panama Group. These costs are a
nonrecurring item. (C2) Represents the elimination of historical fair value loss and gain recognized on preference shares for the
six months ended June 30, 2021 and for the year ended December 31, 2020. These costs have ceased to occur since the conversion of the preference shares into ordinary shares upon completion of the acquisition of the Panama Group that
occurred on August 3, 2021. (C3) Represents the amortization charge due to fair value adjustments of the Panama Group’s
intangible assets over an approximate 8 years useful life. (C4) Represents the elimination of interest income generated from the
Trust Account for the six months ended June 30, 2021. (C5) Represents the elimination of transaction costs incurred by
PropertyGuru of S$2.3 million, for advisory, legal, research and accounting fees incurred as part of the Business Combination for the six months ended June 30, 2021. Refer to Note B2 for the related pro forma adjustment to reflect
transaction costs, including those eliminated by this adjustment, in the consolidated statement of operations for the year ended December 31, 2020. (C6) Represents the elimination of acquisition-related costs incurred by PropertyGuru of S$1.0 million, for advisory, banking,
legal, accounting and stamp duty fees incurred as part of the acquisition of the Panama Group for the six months ended June 30, 2021. Refer to Note C1 for the related pro forma adjustment to reflect acquisition-related costs, including those
eliminated by this adjustment, in the consolidated statement of operations for the year ended December 31, 2020. Net loss per share Represents the net loss per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in
connection with the acquisition of the Panama Group, the Business Combination and related transactions, assuming the shares were outstanding since January 1, 2020. As the acquisition of the Panama Group, the Business Combination and related
transactions are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issued in connection with the
acquisition of the Panama Group and the Business Combination have been outstanding for the entire period presented. The unaudited pro
forma condensed combined financial statements has been prepared based on the actual redemption of Bridgetown 2’s public shares as of the Closing Date: Pro forma net loss Weighted average shares outstanding—basic and diluted Net loss per share—basic and diluted (S$ per share) Weighted average shares outstanding—basic and diluted: PropertyGuru shareholders Bridgetown 2 public shareholders Sponsor PIPE Investors Total 11
Pro forma net loss Weighted average shares outstanding—basic and diluted Net loss per share—basic and diluted (S$ per share) Weighted average shares outstanding—basic and diluted: PropertyGuru shareholders Bridgetown 2 public shareholders Sponsor PIPE Investors Total 12
PropertyGuru
(IFRS,
Historical)
Panama
Group
(IFRS,
Historical
as converted)
(Note 2)
Transaction
accounting
adjustments
(Property
Guru)
Pro forma
combined
PropertyGuru
and Panama
Group
Bridgetown 2
(US GAAP,
Historical
as converted)
(Note 2)
Transactions
Accounting
Adjustments
Pro forma
combined
219
—
219
—
219
13,979
614
14,593
—
14,593
16,110
16,110
16,110
1,539
292
1,831
—
1,831
—
23,530
23,530
—
11,721
(11,721
)
B4
—
441
180
621
—
621
—
402,116
(402,116
)
B8
—
32,288
1,086
—
33,374
437,367
(413,837
)
56,904
428,666
29,440
(351,604
)
106,502
440,722
(416,777
)
130,447
39,008
345
392,937
A1
680,589
—
175,249
B1
1,074,056
13,972
A2
(4,524
)
B2
234,327
A3
107,207
B3
(3,343
)
B5
(242,104
)
B7
402,116
B8
(41,134
)
B9
59,339
—
(59,339
)
A1
—
—
—
11,808
—
11,808
—
11,808
785
—
785
—
785
5,742
—
5,742
—
5,742
(654
)
73
(73
)
A3
(654
)
—
(654
)
(288,202
)
1,911
(1,911
)
A3
(292,801
)
(36,226
)
(25,260
)
B2
(425,268
)
(4,599
)
A4
(107,207
)
B3
(4,908
)
B5
41,134
B9
(172,174
)
2,329
575,314
405,469
(36,226
)
297,226
666,649
PropertyGuru
(IFRS,
Historical)
Panama
Group
(IFRS,
Historical
As converted)
(Note 2)
Transaction
accounting
adjustments
(PropertyGuru)
Pro forma
combined
PropertyGuru
and Panama
Group
Bridgetown 2
(US GAAP,
Historical
as converted)
(Note 2)
Transactions
Accounting
Adjustments
Pro forma
combined
42,890
9,209
52,099
—
52,099
1,079
3,068
4,147
10
(10
)
C4
4,147
(124,512
)
(945
)
124,146
C2
(1,311
)
(14,688
)
(15,999
)
(1,427
)
(478
)
(1,905
)
—
(1,905
)
(13,701
)
(1,770
)
(15,471
)
—
(15,471
)
(3,696
)
(1,050
)
(4,746
)
—
(4,746
)
(291
)
—
(291
)
—
(291
)
(5,012
)
(4,402
)
(461
)
C3
(9,875
)
—
(9,875
)
(8
)
—
(8
)
—
(8
)
(3,448
)
(1,474
)
(4,922
)
—
(4,922
)
(1,592
)
(174
)
972
C6
(794
)
—
(794
)
(26,116
)
(6,435
)
(32,551
)
—
(32,551
)
(289
)
—
(289
)
—
(289
)
(368
)
—
(368
)
—
(368
)
(29
)
—
(29
)
—
(29
)
(10,188
)
(38
)
(10,226
)
—
(10,226
)
(2,252
)
—
(2,252
)
—
2,252
C5
—
(1,269
)
863
(406
)
(2,357
)
(2,763
)
(69,686
)
(14,958
)
511
(84,133
)
(2,357
)
2,252
(84,238
)
(150,229
)
(3,626
)
124,657
(29,198
)
(17,035
)
2,242
(43,991
)
(339
)
(46
)
(385
)
(385
)
(150,568
)
(3,672
)
124,657
(29,583
)
(17,035
)
2,242
(44,376
)
161,210,560
(0.28
)
PropertyGuru
(IFRS,
Historical)
Panama
Group
(IFRS,
Historical
As converted)
(Note 2)
Transaction
accounting
adjustments
(PropertyGuru)
Pro forma
combined
PropertyGuru
and Panama
Group
Bridgetown 2
(US GAAP,
Historical
as converted)
(Note 2)
Transactions
Accounting
Adjustments
Pro forma
combined
82,095
18,507
100,602
—
100,602
2,801
24
2,825
—
2,825
14,680
(3,400
)
(15,051
)
C2
(3,771
)
—
(3,771
)
(3,769
)
(1,076
)
(4,845
)
—
(4,845
)
(17,325
)
(3,225
)
(20,550
)
—
(20,550
)
(4,927
)
(1,737
)
(6,664
)
—
(6,664
)
(2,271
)
—
(2,271
)
—
(2,271
)
(9,554
)
(6,590
)
(461
)
C3
(16,605
)
—
(16,605
)
(806
)
—
(806
)
—
(806
)
(5,678
)
(1,753
)
(7,431
)
—
(7,431
)
(1,446
)
(314
)
(5,571
)
C1
(7,331
)
—
(7,331
)
(47,115
)
(11,822
)
(58,937
)
—
(58,937
)
(590
)
—
(590
)
—
(590
)
(816
)
(320
)
(1,136
)
—
(1,136
)
(74
)
—
(74
)
—
(74
)
(16,446
)
(111
)
(16,557
)
—
(16,557
)
—
—
—
—
(27,512
)
B2
(134,719
)
(107,207
)
B3
(2,608
)
(283
)
(2,891
)
(14
)
(2,905
)
(113,425
)
(27,231
)
(6,032
)
(146,688
)
(14
)
(134,719
)
(281,421
)
(13,849
)
(12,100
)
(21,083
)
(47,032
)
(14
)
(134,719
)
(181,765
)
(559
)
(192
)
(751
)
(751
)
(14,408
)
(12,292
)
(21,083
)
(47,783
)
(14
)
(134,719
)
(182,516
)
161,210,560
(1.13
)
1.
•
•
•
•
2.
•
•
•
•
•
•
3.
(in S$ in thousands)
248,644
(998
)
247,646
2,329
(5,032
)
18,006
(1,195
)
3,689
17,797
229,849
As of June 30, 2021
(in S$ in thousands)
(a), (b)
137,971
(a), (b)
84,771
222,742
365,890
(8,251
)
(242,104
)
115,535
107,207
(a)
(b)
4.
For the Six Months Ended
June 30, 2021
(in S$ in thousands,
except share and per
share data)
(44,376
)
161,210,560
(0.28
)
128,376,418
12,166,074
7,475,000
13,193,068
161,210,560
For the Year Ended
December 31, 2020
(in S$ in thousands,
except share and per
share data)
(182,516
)
161,210,560
(1.13
)
128,376,418
12,166,074
7,475,000
13,193,068
161,210,560
Exhibit 15.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Shell Company Report on Form 20-F of PropertyGuru Group Limited of our report dated September 17, 2021, except for the change in composition of reportable segments discussed in Note 4 to the consolidated financial statements, as to which the date is December 7, 2021, relating to the financial statements of PropertyGuru Pte. Ltd., which appears in the Registration Statement on Form F-4 (No. 333-261517) of PropertyGuru Group Limited. We also consent to the reference to us under the heading “Statement by Experts” in this Shell Company Report on Form 20-F.
| /s/ PricewaterhouseCoopers LLP |
| Singapore |
| March 23, 2022 |
Exhibit 15.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Shell Company Report on Form 20-F of our report dated March 25, 2021, with respect to our audit of the financial statements of Bridgetown 2 Holdings Limited as of December 31, 2020 and for the period from June 24, 2020 (inception) through December 31, 2020 which appears in the Registration Statement on Form F-4 (File No. 333-261517) of PropertyGuru Group Limited, and to the reference to our Firm under the caption “Statement by Experts” in the Shell Company Report on Form 20-F.
/s/ WithumSmith+Brown, PC
New York, New York
March 23, 2022
Exhibit 15.4
Consent of Independent Auditors
We consent to the reference to our firm under the caption “Experts” and to the incorporation by reference in Registration Statement No. 333-261517 on Form F-4 of PropertyGuru Group Limited of our report dated September 17, 2021, relating to the combined financial statements of the Panama Group as of and for the years ended December 31, 2020 and 2019 appearing in this Shell Company Report on Form 20-F of PropertyGuru Group Limited.
/s/ Ernst & Young PLT
Kuala Lumpur, Malaysia
March 23, 2022