Common use of Provision of Scheme Consideration Clause in Contracts

Provision of Scheme Consideration. (a) BHP's obligation to provide the Scheme Consideration will be satisfied by BHP depositing (or procuring the deposit), in cleared funds an amount equal to the Aggregate Scheme Consideration (less the Withholding Amount as defined in paragraph (c) of this clause) into the Trust Account before 12 noon on the Business Day immediately before the Implementation Date (provided that any interest on the amount so deposited (less bank fees and other charges) (Accrued Interest) will accrue for the benefit of BHP), such amount to be held by OZL for the purposes of paying the Scheme Consideration to Scheme Shareholders in accordance with clause 5.2(b). (b) Subject to BHP providing the Aggregate Scheme Consideration in accordance with clause 5.2(a), OZL must, on the Implementation Date and from the Trust Account, pay (or procure the payment to each Scheme Shareholder of) the proportion of the Aggregate Scheme Consideration attributable to that Scheme Shareholder based on the number of Scheme Shares held by that Scheme Shareholder as at the Record Date, which obligation will be satisfied by OZL: (i) where a Scheme Shareholder has, before the Record Date, made an election in accordance with the requirements of the Registry to receive distribution payments from OZL by electronic funds transfer to a bank account nominated by the Scheme Shareholder, paying, or procuring the payment of, the relevant amount of the Aggregate Scheme Consideration in Australian currency by electronic means in accordance with that election; or (ii) dispatching, or procuring the dispatch of, a cheque drawn on an Australian bank in Australian currency for the relevant amount of the Aggregate Scheme Consideration to the Scheme Shareholder by prepaid ordinary post (or, if the address of the Scheme Shareholder is outside Australia, by prepaid airmail post) to their Registered Address, such cheque being drawn in the name of the Scheme Shareholder (or, in the case of joint holders, in accordance with clause 5.3).

Provision of Scheme Consideration. (a) BHP's obligation to Bidder must provide or procure the provision of the Scheme Consideration to Scheme Shareholders in accordance with its obligations under clause 6.2(b). The obligation of Bidder to provide, or procure the provision of, the Scheme Consideration to Scheme Shareholders in accordance with this Scheme and the Deed Poll will be satisfied by BHP depositing Bidder: (i) paying, or procuring the deposit)payment, into the Trust Account, of an amount in cleared funds an amount equal to the Aggregate Scheme Consideration (less the Withholding Amount as defined in paragraph (c) of this clause) into the Trust Account before 12 noon on the by no later than one Business Day immediately before the Implementation Date to be held by or on behalf of Target on trust for the Scheme Shareholders (provided that any interest on the amount so deposited (deposited, less bank fees and other charges) (Accrued Interest) , will accrue for the benefit of BHPBidder), such amount to be held by OZL for the purposes of paying the Scheme Consideration to Scheme Shareholders ; and (ii) providing Target with written confirmation that payment has been made in accordance with clause 5.2(b). (b6.2(b)(i) above. Subject to BHP providing the Aggregate Scheme Consideration in accordance Bidder complying with its obligations under clause 5.2(a6.2(a), OZL Target must, on the Implementation Date and Date, pay, or procure the payment, from the Trust Account, pay (or procure the payment Account to each Scheme Shareholder of) an amount equal to the proportion of the Aggregate Scheme Consideration attributable to that in respect of each Scheme Shareholder based on the number of Scheme Shares Share held by that Scheme Shareholder as at set out in the Target Share Register on the Record Date, which obligation . Target's obligations under clause 6.2(c) will be satisfied by OZLTarget: (i) where a Scheme Shareholder has, before the Record Date, made an election in accordance with the requirements of the Share Registry to receive distribution dividend payments from OZL Target by electronic funds transfer to a bank account nominated by the Scheme Shareholder, paying, or procuring the payment of, the relevant amount of the Aggregate to that Scheme Consideration Shareholder in Australian currency by electronic means in accordance with that election; or (ii) whether or not a Scheme Shareholder has made an election referred to in clause 6.2(d)(i), dispatching, or procuring the dispatch of, a cheque drawn on an Australian bank in Australian currency for the relevant amount of the Aggregate Scheme Consideration to the that Scheme Shareholder by prepaid ordinary post (or, if to the address Registered Address of the that Scheme Shareholder is outside Australia, by prepaid airmail post) to their Registered AddressShareholder, such cheque being drawn in the name of the Scheme Shareholder (or, or in the case of joint holders, in accordance with clause 5.36.6).

Provision of Scheme Consideration. (a) BHPBidder's obligation to provide the Scheme Consideration will be satisfied by BHP Bidder depositing (or procuring the deposit), ) in cleared funds an amount equal to the Aggregate Scheme Consideration (less the Withholding Amount as defined in paragraph (c) of this clause) into the Trust Account before 12 noon on the date that is two Business Day immediately Days before the Implementation Date (provided that any interest on the amount so deposited (less bank fees and other charges) (Accrued Interest) will accrue for the benefit of BHPBidder), such amount to be held by OZL DuluxGroup on trust for the purposes of paying the Scheme Consideration to Scheme Shareholders in accordance with clause 5.2(b).5.2(b).‌ (b) Subject to BHP Bidder providing the Aggregate Scheme Consideration in accordance with clause 5.2(a), OZL DuluxGroup must, on the Implementation Date and from the Trust Account, pay (or procure the payment to each Scheme Shareholder of) the proportion of the Aggregate Scheme Consideration attributable to that Scheme Shareholder based on the number of Scheme Shares held by that Scheme Shareholder as at the Record Date, which obligation will be satisfied by OZLDuluxGroup: (i) where a Scheme Shareholder has, before the Record Date, made an election in accordance with the requirements of the Share Registry to receive distribution dividend payments from OZL DuluxGroup by electronic funds transfer to a bank account nominated by the Scheme Shareholder, paying, or procuring the payment of, the relevant amount of the Aggregate Scheme Consideration in Australian currency by electronic means in accordance with that election; or (ii) dispatching, or procuring the dispatch of, a cheque drawn on an Australian bank in Australian currency for the relevant amount of the Aggregate Scheme Consideration to the Scheme Shareholder by prepaid ordinary post (or, if the address of the Scheme Shareholder is outside Australia, by prepaid airmail post) to their Registered Address, such cheque being drawn in the name of the Scheme Shareholder (or, in the case of joint holders, in accordance with clause 5.3).

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