Common use of Structure of the Merger Clause in Contracts

Structure of the Merger. It is intended that the Merger will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. The Scheme is an arrangement between Avast and the Scheme Shareholders and is subject to the approval of the Court. The procedure involves, among other things, an application by Avast to the Court to sanction the Scheme, in consideration for which Scheme Shareholders will receive cash and New NortonLifeLock Shares on the basis described in this Announcement, in particular paragraphs 2 (The Merger) and 14 (Electing to receive the Majority Stock Option). The purpose of the Scheme is to provide for Bidco (and/or its nominee) to become the owner of the entire issued and to be issued ordinary share capital of Avast. Upon the Scheme becoming Effective: (i) it will be binding on all Avast Shareholders, irrespective of whether or not they attended or voted at the Court Meeting and the General Meeting (and, if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of Avast Shares will cease to be of value and should be destroyed and entitlements to Avast Shares held within the CREST system will be cancelled. Bidco will despatch, or arrange for the despatch of, the consideration payable under the Scheme to Scheme Shareholders by no later than 14 days after the Effective Date. Any Avast Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The Special Resolution to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any Avast Shares issued after the Scheme Record Time (other than to Bidco and/or its nominee) to be automatically transferred to Bidco (and/or its nominee) on the same terms as the Merger (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than Bidco and/or its nominee) holding ordinary shares in the capital of Avast after the Effective Date. Subject to certain restrictions relating to persons resident in a Restricted Jurisdiction, it is expected that the Scheme Document, containing further information about the Merger and notices of the Court Meeting and General Meeting, together with the Forms of Proxy and the Form of Election, will be posted to Avast Shareholders and (for information only) to participants in the Avast Share Schemes in late Q3 or early Q4 of 2021. For the purposes of paragraph 3(a) of Appendix 7 of the Code, the Panel has consented to this arrangement. It is also expected that, at or around the same time as the Scheme Document is posted to Avast Shareholders (other than those resident in Restricted Jurisdictions), the NortonLifeLock Prospectus will be published and the NortonLifeLock Proxy Statement will be mailed. NortonLifeLock, Bidco and Avast urge Avast Shareholders to read the Scheme Document (or, if applicable, the offer document), the Forms of Proxy, the Form of Election and the NortonLifeLock Prospectus when such documents become available because they will contain important information relating to the Merger, NortonLifeLock and Bidco. Any vote in respect of the Scheme or related matters at the Meetings should be made only on the basis of the information contained in the Scheme Document, the Forms of Proxy, the Form of Election and the NortonLifeLock Prospectus. Subject to the satisfaction or waiver of all relevant conditions, including the Conditions, and certain further terms set out in Appendix 1 to this Announcement and to be set out in the Scheme Document, and subject to the approval and availability of the Court (which is subject to change), it is expected that the Scheme will become Effective in mid-2022.

Structure of the Merger. The Merger will be implemented by UK TopCo acquiring LSEG by way of the Scheme pursuant to the LSEG Acquisition and by UK TopCo making the DBAG Offer to all shareholders of DBAG. The LSEG Acquisition and the DBAG Offer are inter-conditional such that Completion will only occur if both the LSEG Acquisition and the DBAG Offer are completed by UK TopCo. The Scheme It is intended that the Merger LSEG Acquisition will be implemented by means way of a Court-Court- sanctioned scheme of arrangement between LSEG and the Scheme Shareholders, under Part 26 of the Companies Act. The Scheme is an arrangement between Avast and the Scheme Shareholders and is subject to the approval of the Court. The procedure involves, among other things, an application by Avast LSEG to the High Court to sanction the Scheme, in consideration for which the Scheme Shareholders will receive cash and New NortonLifeLock Shares shares in UK TopCo on the basis described in this Announcement, in particular paragraphs 2 (The Merger) and 14 (Electing to receive the Majority Stock Option)above. The purpose of the Scheme is to provide for Bidco (and/or its nominee) UK TopCo to become the owner of the entire issued and to be issued ordinary share capital of AvastLSEG. The Scheme is subject to the LSEG Conditions and certain further terms referred to in Appendix 1 to this announcement and to be set out in the Scheme Document, and will only become effective if, among other things, the following events occur on or before 30 April 2017: • a resolution to approve the Scheme is passed by a majority in number of the Scheme Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing three-quarters or more in value of the Scheme Shares held by those Scheme Shareholders; • the resolutions necessary to implement the LSEG Acquisition are passed by the requisite majorities of LSEG Shareholders at the LSEG General Meeting; • the Scheme is sanctioned (with or without modification, on terms agreed by UK TopCo, LSEG and DBAG); and • an office copy of the Scheme Court Order is delivered to the Registrar of Companies. Upon the Scheme becoming Effectiveeffective: (iI) it will be binding on all Avast Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting and or the LSEG General Meeting (and, and if they attended and voted, whether or not they voted in favour); and (iiII) share certificates in respect of Avast LSEG Shares will cease to be of value and should be destroyed valid and entitlements to Avast LSEG Shares held within the CREST system will be cancelled. Bidco will despatch, or arrange for the despatch of, the consideration payable under If the Scheme to does not become effective on or before 30 April 2017, it will lapse and the Merger will not proceed. The Scheme Shareholders by no later than 14 days after the Effective Date. Any Avast Shares issued before the Scheme Record Time Document will be subject to the terms include full details of the Scheme. The Special Resolution to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any Avast Shares issued after the Scheme Record Time (other than to Bidco and/or its nominee) to be automatically transferred to Bidco (and/or its nominee) on the same terms as the Merger (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than Bidco and/or its nominee) holding ordinary shares in the capital of Avast after the Effective Date. Subject to certain restrictions relating to persons resident in a Restricted Jurisdiction, it is expected that the Scheme Document, containing further information about the Merger and together with notices of the Court Meeting and the LSEG General Meeting. The Scheme Document will also contain the expected timetable for the LSEG Acquisition and for the Merger, together with and will specify the Forms of Proxy and the Form of Election, necessary actions to be taken by LSEG Shareholders. The Scheme Document will be posted to Avast LSEG Shareholders and (and, for information only) , to participants in persons with information rights and to holders of options granted under the Avast LSEG Share Schemes in late Q3 or early Q4 of 2021due course. For the purposes of paragraph 3(a) of Appendix 7 of the Code, the The Panel has consented to this arrangement. It is also expected that, at or around the same time as LSEG posting the Scheme Document is posted to Avast Shareholders (other more than those resident in Restricted Jurisdictions), 28 days after the NortonLifeLock Prospectus will be published and the NortonLifeLock Proxy Statement will be mailed. NortonLifeLock, Bidco and Avast urge Avast Shareholders to read the Scheme Document (or, if applicable, the offer document), the Forms date of Proxy, the Form of Election and the NortonLifeLock Prospectus when such documents become available because they will contain important information relating to the Merger, NortonLifeLock and Bidco. Any vote in respect of the Scheme or related matters at the Meetings should be made only on the basis of the information contained in the Scheme Document, the Forms of Proxy, the Form of Election and the NortonLifeLock Prospectus. Subject to the satisfaction or waiver of all relevant conditions, including the Conditions, and certain further terms set out in Appendix 1 to this Announcement and to be set out in the Scheme Document, and subject to the approval and availability of the Court (which is subject to change), it is expected that the Scheme will become Effective in mid-2022announcement.

Structure of the Merger. It is intended that the Merger will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. The Scheme is an arrangement between Avast and the Scheme Shareholders and is subject to the approval of the Court. The procedure involves, among other things, an application by Avast to the Court to sanction the Scheme, in consideration for which Scheme Shareholders will receive cash and New NortonLifeLock Shares on the basis described in this Announcement, in particular paragraphs 2 (The Merger) and 14 (Electing to receive the Majority Stock Option). The purpose of the Scheme is to provide for Bidco (and/or its nominee) to become the owner of the entire issued and to be issued ordinary share capital of Avast. Upon the Scheme becoming Effective: (i) it will be binding on all Avast Shareholders, irrespective of whether or not they attended or voted at the Court Meeting and the General Meeting (and, if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of Avast Shares will cease to be of value and should be destroyed and entitlements to Avast Shares held within the CREST system will be cancelled. Bidco will despatch, or arrange for the despatch of, the consideration payable under the Scheme to Scheme Shareholders by no later than 14 days after the Effective Date. Any Avast Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The Special Resolution to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any Avast Shares issued after the Scheme Record Time (other than to Bidco and/or its nominee) to be automatically transferred to Bidco (and/or its nominee) on the same terms as the Merger (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than Bidco and/or its nominee) holding ordinary shares in the capital of Avast after the Effective Date. Subject to certain restrictions relating to persons resident in a Restricted Jurisdiction, it is expected that the Scheme Document, containing further information about the Merger and notices of the Court Meeting and General Meeting, together with the Forms of Proxy and the Form of Election, will be posted to Avast Shareholders and (for information only) to participants in the Avast Share Schemes in late Q3 or early Q4 of 2021. For the purposes of paragraph 3(a) of Appendix 7 of the Code, the Panel has consented to this arrangement. It is also expected that, at or around the same time as the Scheme Document is posted to Avast Shareholders (other than those resident in Restricted Jurisdictions), the NortonLifeLock Prospectus will be published and the NortonLifeLock Proxy Statement will be mailed. NortonLifeLock, Bidco and Avast urge Avast Shareholders to read the Scheme Document (or, if applicable, the offer document), the Forms of Proxy, the Form of Election and the NortonLifeLock Prospectus when such documents become available because they will contain important information relating to the Merger, NortonLifeLock and Bidco. Any vote in respect of the Scheme or related matters at the Meetings should be made only on the basis of the information contained in the Scheme Document, the Forms of Proxy, the Form of Election and the NortonLifeLock Prospectus. Subject to the satisfaction or waiver of all relevant conditions, including the Conditions, and certain further terms set out in Appendix 1 to this Announcement and to be set out in the Scheme Document, and subject to the approval and availability of the Court (which is subject to change), it is expected that the Scheme will become Effective in mid-2022. 19 Scheme timetable A full anticipated timetable for the Merger will be set out in the Scheme Document which will be posted as soon as practicable and at or around the same time as the publication of the NortonLifeLock Prospectus and the mailing of the NortonLifeLock Proxy Statement. Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document, the NortonLifeLock Prospectus and the NortonLifeLock Proxy Statement will also be made available on NortonLifeLock’s website (at xxxxx://xxxxxxxx.xxxxxxxxxxxxxx.xxx/) and Avast’s website (at xxxxx://xxxxxxxxx.xxxxx.xxx/). Subject to the satisfaction or waiver (as applicable) of all relevant conditions, including the Conditions, and certain terms set out in Appendix 1 to this Announcement and to be set out in the Scheme Document, the Scheme is expected to become Effective in mid-2022.

Structure of the Merger. It is intended that the Merger will be implemented by means way of a Court-sanctioned scheme of arrangement between Booker and the Booker Scheme Shareholders, made under Part 26 of the Companies Act. The Scheme is an arrangement between Avast and the Scheme Shareholders and is subject to the approval of the Court. The procedure involves, among other things, an application by Avast Booker to the Court to sanction the Scheme, in consideration for which the Booker Scheme Shareholders will receive cash and New NortonLifeLock Shares on the basis described in this Announcement, in particular paragraphs 2 (The Merger) and 14 (Electing to receive the Majority Stock Option)Consideration. The purpose of the Scheme is to provide for Bidco (and/or its nominee) Tesco to become the owner of the entire issued and to be issued ordinary share capital of AvastBooker. The Scheme will only become effective if, among other things, the following events occur on or before the Longstop Date:  a resolution to approve the Scheme is passed by a majority in number representing not less than 75 per cent. in value of Booker Shareholders who are on the register of members of Booker at the Scheme Voting Record Time, present and voting, whether in person or by proxy, at the Scheme Court Meeting;  all resolutions required to approve and implement the Scheme and to approve certain related matters are passed by the requisite majority of Booker Shareholders at the Booker General Meeting;  the Scheme is sanctioned (with or without modification, on terms agreed by Tesco and Booker) by the Court; and  an office copy of the Scheme Court Order is delivered to the Registrar of Companies. Upon the Scheme becoming Effectiveeffective: (i) it will be binding on all Avast Booker Scheme Shareholders, irrespective of whether or not they attended or voted at the Scheme Court Meeting and or the Booker General Meeting (and, and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of Avast Booker Shares will cease to be of value and should be destroyed valid and entitlements to Avast Booker Shares held within the CREST system will be cancelled. Bidco The Consideration will despatch, or arrange for the despatch of, the consideration payable under the Scheme be despatched by Tesco to Booker Scheme Shareholders by no later than 14 days after the Effective Date. Any Avast Shares issued If the Scheme does not become effective on or before the Longstop Date, it will lapse and the Merger will not proceed (unless the Panel otherwise consents). The Scheme Record Time Document will be subject to the terms include full details of the Scheme. The Special Resolution to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any Avast Shares issued after the Scheme Record Time (other than to Bidco and/or its nominee) to be automatically transferred to Bidco (and/or its nominee) on the same terms as the Merger (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than Bidco and/or its nominee) holding ordinary shares in the capital of Avast after the Effective Date. Subject to certain restrictions relating to persons resident in a Restricted Jurisdiction, it is expected that the Scheme Document, containing further information about the Merger and together with notices of the Scheme Court Meeting and the Booker General Meeting. The Scheme Document will also contain the expected timetable for the Merger, together with and will specify the Forms of Proxy and the Form of Election, necessary actions to be taken by Booker Shareholders. The Scheme Document will be posted to Avast Booker Shareholders and (and, for information only) , to participants in persons with information rights and to holders of options granted under the Avast Booker Share Schemes in late Q3 Schemes, as soon as practicable, and no later than 28 days after the date on which the CMA Pre-Condition is satisfied or early Q4 of 2021. For the purposes of paragraph 3(a) of Appendix 7 of the Codewaived, as applicable, save as the Panel has consented to this arrangementmay otherwise permit. It is also expected thatSubject, at or around the same time as the Scheme Document is posted to Avast Shareholders (amongst other than those resident in Restricted Jurisdictions)things, the NortonLifeLock Prospectus will be published and the NortonLifeLock Proxy Statement will be mailed. NortonLifeLock, Bidco and Avast urge Avast Shareholders to read the Scheme Document (or, if applicable, the offer document), the Forms of Proxy, the Form of Election and the NortonLifeLock Prospectus when such documents become available because they will contain important information relating to the Merger, NortonLifeLock and Bidco. Any vote in respect of the Scheme or related matters at the Meetings should be made only on the basis of the information contained in the Scheme Document, the Forms of Proxy, the Form of Election and the NortonLifeLock Prospectus. Subject to the satisfaction or waiver of all relevant conditions, including the CMA Pre- Condition and the Conditions, and certain further terms set out in Appendix 1 to this Announcement and to be set out in the Scheme Document, and subject to the approval and availability of the Court (which is subject to change), it is currently expected that the Scheme will become Effective effective in mid-2022late 2017/ early 2018. Fractions of New Tesco Shares will not be allotted to Booker Shareholders but will be aggregated and sold as soon as practicable after the Scheme becomes effective. The net proceeds of such sale will then be paid in cash to the relevant Booker Shareholders in accordance with their fractional entitlements (rounded down to the nearest xxxxx). The Scheme will be governed by English law and will be subject to the jurisdiction of the courts of England and Wales. The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.

Structure of the Merger. It is intended that the Merger will be implemented by means way of a Court-sanctioned scheme of arrangement between Booker and the Xxxxxx Xxxxxx Shareholders, made under Part 26 of the Companies Act. The Scheme is an arrangement between Avast and the Scheme Shareholders and is subject to the approval of the Court. The procedure involves, among other things, an application by Avast Booker to the Court to sanction the Scheme, in consideration for which the Booker Scheme Shareholders will receive cash and New NortonLifeLock Shares on the basis described in this Announcement, in particular paragraphs 2 (The Merger) and 14 (Electing to receive the Majority Stock Option)Consideration. The purpose of the Scheme is to provide for Bidco (and/or its nominee) Tesco to become the owner of the entire issued and to be issued ordinary share capital of AvastBooker. The Scheme will only become effective if, among other things, the following events occur on or before the Longstop Date: • a resolution to approve the Scheme is passed by a majority in number representing not less than 75 per cent. in value of Booker Shareholders who are on the register of members of Booker at the Scheme Voting Record Time, present and voting, whether in person or by proxy, at the Scheme Court Meeting; • all resolutions required to approve and implement the Scheme and to approve certain related matters are passed by the requisite majority of Booker Shareholders at the Booker General Meeting; • the Scheme is sanctioned (with or without modification, on terms agreed by Tesco and Booker) by the Court; and • an office copy of the Scheme Court Order is delivered to the Registrar of Companies. Upon the Scheme becoming Effectiveeffective: (i) it will be binding on all Avast Xxxxxx Xxxxxx Shareholders, irrespective of whether or not they attended or voted at the Scheme Court Meeting and or the Booker General Meeting (and, and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of Avast Shares Xxxxxx Xxxxxx will cease to be of value and should be destroyed valid and entitlements to Avast Booker Shares held within the CREST system will be cancelled. Bidco The Consideration will despatch, or arrange for the despatch of, the consideration payable under the Scheme be despatched by Tesco to Scheme Xxxxxx Xxxxxx Shareholders by no later than 14 days after the Effective Date. Any Avast Shares issued If the Scheme does not become effective on or before the Longstop Date, it will lapse and the Merger will not proceed (unless the Panel otherwise consents). The Scheme Record Time Document will be subject to the terms include full details of the Scheme. The Special Resolution to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any Avast Shares issued after the Scheme Record Time (other than to Bidco and/or its nominee) to be automatically transferred to Bidco (and/or its nominee) on the same terms as the Merger (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than Bidco and/or its nominee) holding ordinary shares in the capital of Avast after the Effective Date. Subject to certain restrictions relating to persons resident in a Restricted Jurisdiction, it is expected that the Scheme Document, containing further information about the Merger and together with notices of the Scheme Court Meeting and the Booker General Meeting. The Scheme Document will also contain the expected timetable for the Merger, together with and will specify the Forms of Proxy and the Form of Election, necessary actions to be taken by Xxxxxx Xxxxxxxxxxxx. The Scheme Document will be posted to Avast Booker Shareholders and (and, for information only) , to participants in persons with information rights and to holders of options granted under the Avast Booker Share Schemes in late Q3 Schemes, as soon as practicable, and no later than 28 days after the date on which the CMA Pre-Condition is satisfied or early Q4 of 2021. For the purposes of paragraph 3(a) of Appendix 7 of the Codewaived, as applicable, save as the Panel has consented to this arrangementmay otherwise permit. It is also expected thatSubject, at or around the same time as the Scheme Document is posted to Avast Shareholders (amongst other than those resident in Restricted Jurisdictions)things, the NortonLifeLock Prospectus will be published and the NortonLifeLock Proxy Statement will be mailed. NortonLifeLock, Bidco and Avast urge Avast Shareholders to read the Scheme Document (or, if applicable, the offer document), the Forms of Proxy, the Form of Election and the NortonLifeLock Prospectus when such documents become available because they will contain important information relating to the Merger, NortonLifeLock and Bidco. Any vote in respect of the Scheme or related matters at the Meetings should be made only on the basis of the information contained in the Scheme Document, the Forms of Proxy, the Form of Election and the NortonLifeLock Prospectus. Subject to the satisfaction or waiver of all relevant conditions, including the CMA Pre- Condition and the Conditions, and certain further terms set out in Appendix 1 to this Announcement and to be set out in the Scheme Document, and subject to the approval and availability of the Court (which is subject to change), it is currently expected that the Scheme will become Effective effective in mid-2022late 2017/ early 2018. Fractions of New Tesco Shares will not be allotted to Booker Shareholders but will be aggregated and sold as soon as practicable after the Scheme becomes effective. The net proceeds of such sale will then be paid in cash to the relevant Booker Shareholders in accordance with their fractional entitlements (rounded down to the nearest xxxxx). The Scheme will be governed by English law and will be subject to the jurisdiction of the courts of England and Wales. The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.