Common use of Provision of Scheme Consideration Clause in Contracts

Provision of Scheme Consideration. The obligations of APA under this Scheme to provide the Scheme Consideration to Scheme Shareholders will be satisfied: (a) in the case of the cash component of the Scheme Consideration – by APA, on the Business Day before the Implementation Date: (i) depositing the aggregate amount of the cash component of the Scheme Consideration in cleared funds into an account established by, or on behalf of, Envestra and in the name of Envestra (Trust Account) (details of which must be notified by Envestra to APA at least five Business Days before the Implementation Date), such amount to be held on trust by Envestra for the Scheme Shareholders (except that any interest on the amount will be for the benefit of APA), for the purpose of Envestra paying the cash component of the Scheme Consideration in accordance with clause 5.9; and (ii) providing Envestra with written confirmation of that payment; (b) in the case of APA Securities which are required to be issued to Scheme Shareholders under this clause 5 – by APA procuring that: (i) the name and address of each such Scheme Shareholder is entered into the APA Register on the Implementation Date in respect of the APA Securities to which it is entitled under this clause 5; and (ii) a holding statement is sent to the Registered Address of each such Scheme Shareholder within five Business Days after the Implementation Date representing the number of APA Securities issued to the Scheme Shareholder pursuant to this Scheme; (c) in the case of APA Securities to be issued in respect of Scheme Consideration due to Cash Out Scheme Shareholders – by APA procuring that: (i) the name and address of the Nominee is entered into the APA Register on the Implementation Date in respect of the APA Securities required to be issued to it under this clause 5; (ii) a share certificate or holding statement in the name of the Nominee is sent to the Nominee within five Business Days after the Implementation Date representing the number of APA Securities so issued to it; and (iii) the Nominee sells those APA Securities on behalf of the Cash Out Scheme Shareholders, and pays the proceeds in accordance with clause 5.7.

Provision of Scheme Consideration. The obligations Subject to clauses 5.3, 5.4, 5.5 and 5.6, the obligation of APA under this Scheme Newmont Overseas to provide provide, or procure the provision of, the Scheme Consideration to the Scheme Shareholders will be satisfied: (a) in the case of the cash component of where the Scheme Consideration – that is required to be provided to Scheme Shareholders is in the form of New Newmont Shares, by APA, Newmont: (1) on the Business Day before the Implementation Date: (i) depositing the aggregate amount of the cash component of , issuing the Scheme Consideration in cleared funds into an account established by, or on behalf of, Envestra comprising New Newmont Shares to each Scheme Shareholder and in the name of Envestra (Trust Account) (details of which must be notified by Envestra to APA at least five Business Days before the Implementation Date), such amount to be held on trust by Envestra for the Scheme Shareholders (except procuring that any interest on the amount will be for the benefit of APA), for the purpose of Envestra paying the cash component of the Scheme Consideration in accordance with clause 5.9; and (ii) providing Envestra with written confirmation of that payment; (b) in the case of APA Securities which are required to be issued to Scheme Shareholders under this clause 5 – by APA procuring that: (i) the name and address of each such the Scheme Shareholder is entered into in the APA Newmont Share Register on the Implementation Date in respect of the APA Securities to which it is entitled under this clause 5those New Newmont Shares; and (ii2) procuring that on or before the date that is 5 Business Days after the Implementation Date, a share certificate or holding statement (or equivalent document) is sent to the Registered Address of each such Scheme Shareholder within five Business Days after the Implementation Date representing the number of APA Securities New Newmont Shares issued to the Scheme Shareholder pursuant to this Scheme; and (b) where the Scheme Consideration that is required to be provided to Scheme Shareholders is in the form of New Newmont CDIs, by Newmont: (1) issuing to CDN to be held on trust that number of New Newmont Shares that will enable CDN to issue New Newmont CDIs as required by clause 5.2(b)(3) on the Implementation Date; (c2) in the case of APA Securities to be issued in respect of Scheme Consideration due to Cash Out Scheme Shareholders – by APA procuring that: (i) that the name and address of the Nominee CDN is entered into the APA Newmont Share Register in respect of those New Newmont Shares on the Implementation Date in respect of the APA Securities required to be issued to it under this clause 5; (ii) and that a share certificate or holding statement (or equivalent document) in the name of the Nominee CDN representing those New Newmont Shares is sent to CDN on or before the Nominee within five date that is 5 Business Days after the Implementation Date representing Date; (3) procuring that on the Implementation Date, CDN issues to each such Scheme Shareholder the number of APA Securities so New Newmont CDIs to which it is entitled under this Scheme; (4) procuring that on the Implementation Date, the name of each such Scheme Shareholder is entered in the records maintained by CDN as the holder of the New Newmont CDIs issued to itthat Scheme Shareholder on the Implementation Date and in the case of each such Scheme Shareholder who held Scheme Shares on the: (A) CHESS subregister, procuring that the New Newmont CDIs are held on the CHESS subregister on the Implementation Date and sending or procuring the sending of an allotment advice to each such Scheme Shareholder which sets out the number of New Newmont CDIs held on the CHESS subregister; and (iiiB) issuer sponsored subregister, procuring that the New Newmont CDIs are held on the issuer sponsored subregister on the Implementation Date and sending or procuring the sending of a CDI holding statement to each such Scheme Shareholder which sets out the number of New Newmont CDIs held on the issuer sponsored subregister, by that Scheme Shareholder, provided that where the Scheme Shareholder is HSBC Custody Nominees (Australia) Limited (as custodian for Bank of New York Mellon in its capacity as the depositary of Newcrest’s American depositary receipt (ADR) program) the Nominee sells those APA Securities on behalf Scheme Consideration will be in the form of the Cash Out New Newmont Shares for this Scheme ShareholdersShareholder, and pays the proceeds obligation of Newmont to provide such Scheme Consideration will be satisfied by Newmont issuing New Newmont Shares in accordance with clause 5.75.2(a) to this Scheme Shareholder (as custodian for the depositary) to be delivered to the registered ADR-holders.

Provision of Scheme Consideration. The obligations Subject to clauses 2.7 and 2.8, Avita US agrees with Avita Australia that, in consideration of APA the transfer to Avita US of each Scheme Share held by a Scheme Participant under the terms of the Scheme, Avita US will (subject to the terms and conditions of this Scheme to provide agreement, the Deed Poll and the Scheme) on the Implementation Date accept the transfer of the Scheme Consideration to Scheme Shareholders will be satisfiedShares and: (a) in the case of a Scheme Participant who holds Avita Australia Shares (other than the cash component ADS Depositary, an Ineligible Shareholder or a Scheme Participant in respect of their entitlement to a Fractional Avita US Share), cause the Authorised Nominee to issue five Avita US CDIs to that Scheme Consideration – Participant for every 100 Avita Australia Shares held by APA, that Scheme Participant on the Business Day before Record Date and issue to the Implementation Date: Authorised Nominee (ias depositary) depositing the aggregate amount relevant number of the cash component of the Scheme Consideration in cleared funds into an account established by, or on behalf of, Envestra and in the name of Envestra Avita US Shares underlying such Avita US CDIs (Trust Account) (details of which must be notified by Envestra to APA at least being one Avita US Share for every five Business Days before the Implementation DateAvita US CDIs), such amount to be held on trust by Envestra for the Scheme Shareholders (except that any interest on the amount will be for the benefit of APA), for the purpose of Envestra paying the cash component of the Scheme Consideration in accordance with clause 5.9; and (ii) providing Envestra with written confirmation of that payment; (b) in the case of APA the Scheme Participant who is the ADS Depositary (who holds its Avita Australia Shares for the benefit of the ADS Holders), issue one Avita US Share to the ADS Depositary for every 100 Avita Australia Shares held by the ADS Depositary and procure the ADS Depositary to then, subject to compliance by the ADS Holders with the terms of the arrangements pursuant to which the ADS Depositary acts as depositary for ADS Holders, deliver (by way of exchange) such Avita US Shares to the ADS Holders on the basis of one Avita US Share for every five Avita Australia ADSs held by the ADS Holder on the Record Date; and (c) cause the Authorised Nominee to issue the Sale Securities which are required to the Sale Agent in the form of Avita US CDIs in accordance with clauses 2.7 and 2.8 and issue to the Authorised Nominee (as depositary) one Avita US Share for every 5 Avita US CDIs to be issued to Scheme Shareholders under this clause 5 – by APA procuring that: (i) the name and address of each such Scheme Shareholder is entered into the APA Register on the Implementation Date in respect of the APA Securities to which it is entitled under this clause 5; and (ii) a holding statement is sent to the Registered Address of each such Scheme Shareholder within five Business Days after the Implementation Date representing the number of APA Securities issued to the Scheme Shareholder pursuant to this Scheme; (c) in the case of APA Securities to be issued in respect of Scheme Consideration due to Cash Out Scheme Shareholders – by APA procuring that: (i) the name and address of the Nominee is entered into the APA Register on the Implementation Date in respect of the APA Securities required to be issued to it under this clause 5; (ii) a share certificate or holding statement in the name of the Nominee is sent to the Nominee within five Business Days after the Implementation Date representing the number of APA Securities so issued to it; and (iii) the Nominee sells those APA Securities on behalf of the Cash Out Scheme Shareholders, and pays the proceeds in accordance with clause 5.7Sale Agent.

Provision of Scheme Consideration. The obligations of APA under this Scheme to provide the Scheme Consideration to Scheme Shareholders will be satisfied: (a) in the case of the cash component of The PEM Shares and PEM Options to be issued pursuant to the Scheme Consideration – will be validly issued and fully paid and will rank pari passu in all respects with all other PEM Shares and PEM Options respectively then on issue (other than in respect of any dividend in respect of a PEM Share already declared and not yet paid by APAPEM, on where the Business Day before record date for entitlements to that dividend has passed). (b) The obligation of PEM to issue PEM Shares and PEM Options to an Eligible Scheme Shareholder entitled to be issued PEM Shares and PEM Options under the Implementation DateScheme will be satisfied by PEM: (i) depositing the aggregate amount of the cash component of the Scheme Consideration in cleared funds into an account established by, or on behalf of, Envestra and in the name of Envestra (Trust Account) (details of which must be notified by Envestra to APA at least five Business Days before the Implementation Date), such amount causing the name and Registered Address (as at the Record Date) of that Eligible Scheme Shareholder to be held on trust by Envestra for entered in the Scheme Shareholders (except that any interest on PEM Share Register and PEM Option Register as the amount will be for the benefit of APA), for the purpose of Envestra paying the cash component holder of the PEM Shares and PEM Options issued to that Eligible Scheme Consideration in accordance with clause 5.9Shareholder; and (ii) providing Envestra with written confirmation of that payment; (b) in the case of APA Securities which are required to be issued to Scheme Shareholders under this clause 5 – by APA procuring that: (i) the name and address of each such Scheme Shareholder is entered into the APA Register on the Implementation Date in respect of the APA Securities to which it is entitled under this clause 5; and (ii) a holding statement is sent to the Registered Address of each such Scheme Shareholder within five Business Days after the Implementation Date representing Date, procuring the number dispatch to that Eligible Scheme Shareholder, by pre-paid post to their Registered Address (as at the Record Date), of APA Securities issued to the Scheme Shareholder pursuant to this Scheme; (c) in the case of APA Securities to be issued in respect of Scheme Consideration due to Cash Out Scheme Shareholders – by APA procuring that: (i) the name and address of the Nominee is entered into the APA Register on the Implementation Date in respect of the APA Securities required to be issued to it under this clause 5; (ii) a share certificate or an uncertificated holding statement in the name of the Nominee is sent that Eligible Scheme Shareholder relating to the Nominee within five Business Days after the Implementation Date representing the number of APA Securities so PEM Shares and PEM Options issued to itthat Eligible Scheme Shareholder. (c) Each Scheme Shareholder to whom PEM Shares and PEM Options are to be issued pursuant to the Scheme agrees: (i) to become a member of PEM for the purposes of section 231 of the Corporations Act; (ii) to have their name and address entered in the PEM Share Register and PEM Option Register; (iii) to be bound by the constitution of PEM as in force from time to time in respect of the PEM Shares; and (iiiiv) to be bound by the Nominee sells those APA Securities on behalf terms and conditions of the Cash Out PEM Options. (d) Except for a Scheme ShareholdersShareholder's tax file number, any binding instruction or notification between a Scheme Shareholder and CBH relating to Scheme Shares at the Record Date (including, without limitation, any instructions relating to payment of dividends or to communications from CBH) will from the Record Date be deemed (except to the extent determined otherwise by PEM in its sole discretion) to be a similarly binding instruction or notification to, and pays accepted by, PEM in respect of the proceeds PEM Shares and PEM Options issued to the Scheme Shareholder until that instruction or notification is revoked or amended in accordance writing addressed to PEM at the PEM Share Registry. Any such instructions or notifications accepted by PEM will apply to and in respect of the issue of PEM Shares and PEM Options as part of the Scheme Consideration only to the extent that they are not inconsistent with clause 5.7the other provisions of the Scheme. (e) Each Scheme Shareholder, without the need for any further act, irrevocably appoints PEM and each of its directors and officers, jointly and severally, as that Scheme Shareholder's attorney and agent for the purpose of executing any form of application required for PEM Shares and PEM Options to be issued to that Scheme Shareholder pursuant to the Scheme.

Provision of Scheme Consideration. The obligations of APA under this Scheme to provide the Scheme Consideration to Scheme Shareholders will be satisfied: (a) in Bidder must (pursuant to its obligations under the case of the cash component of the Scheme Consideration – by APA, Deed Poll) before 12 noon (or such later time as Bidder and Gloucester may agree) on the Business Day before the Implementation Date: (i1) depositing the aggregate amount of the cash component of the Scheme Consideration in cleared funds into an account established by, or on behalf of, Envestra and in procure that the name of Envestra each Scheme Shareholder entitled to receive Bidder Shares and CVR Shares or Bidder Shares (Trust Accountas the case may be) under this Scheme is entered in Bidder’s register of members as the holder of those Bidder Shares and CVR Shares or those Bidder Shares (as the case may be) (in holdings having the same holding name and address and other details of which must be notified by Envestra to APA at least five Business Days before as the Implementation Date), such amount to be held on trust by Envestra for the Scheme Shareholders (except that any interest on the amount will be for the benefit of APA), for the purpose of Envestra paying the cash component holding of the relevant Scheme Consideration Shares, and in accordance with clause 5.9CHESS Holdings if the relevant Scheme Shares were held in the CHESS Holdings and in Issuer Sponsored Holdings if the relevant Scheme Shares were held in Issuer Sponsored Holdings); and (ii2) providing Envestra procure that the name of the Sale Agent is entered in Bidder’s register of members as the holder of the Sale Securities (with written confirmation of that payment;such holding details as the Sale Agent notifies). (b) in On or before the case of APA Securities which are required to be issued to Scheme Shareholders under this clause 5 – by APA procuring that: (i) the name and address of each such Scheme Shareholder date that is entered into the APA Register on the Implementation Date in respect of the APA Securities to which it is entitled under this clause 5; and (ii) a holding statement is sent to the Registered Address of each such Scheme Shareholder within five Business Days after the Implementation Date representing Date, Bidder must send or procure the number sending of APA Securities issued an allotment advice or holding statement (or equivalent document) to each Scheme Shareholder entitled to receive Bidder Shares and CVR Shares or Bidder Shares (as the case may be) under this Scheme, reflecting the issue of such Bidder Shares and CVR Shares and to the Scheme Shareholder pursuant Sale Agent entitled to this Scheme;receive Sale Securities reflecting the issue of such Sale Securities, in accordance with clauses 5.6(a)(1) and (2) respectively. page 13 (c) As soon as practicable following payment into the Trust Account of the Sale Proceeds and in any event no later than 10 Business days after the date of such payment, Gloucester must pay from the Trust Account to each Foreign Scheme Shareholder and each Electing Small Shareholder such amount of cash as is due to that Scheme Shareholder as Scheme Consideration in respect of their Scheme Shares, being in the case of each such person the amount they would have received had they: (1) received the Bidder Shares and CVR Shares or the Bidder Shares (as the case may be) to which they would have been entitled under this Scheme but for the operation of clauses 5.3 and 5.4; and (2) sold them for: (A) in the case of APA Securities each Bidder Share, an amount per Bidder Share equal to be issued in respect of Scheme Consideration due to Cash Out Scheme Shareholders – by APA procuring that: (i) the name and address that part of the Nominee Sale Proceeds which is entered into attributable to the APA Register on sale of Bidder Shares (after deduction of any applicable taxes and charges incurred by Bidder and the Implementation Date Sale Agent in respect connection with the sale) divided by the total number of the APA Securities required to be issued to it under this clause 5; (ii) a share certificate or holding statement Bidder Shares included in the name of the Nominee is sent to the Nominee within five Business Days after the Implementation Date representing the number of APA Securities so issued to itSale Securities; and (iii) the Nominee sells those APA Securities on behalf of the Cash Out Scheme Shareholders, and pays the proceeds in accordance with clause 5.7.