ALTM Arcadium Lithium plc

This summary highlights selected information contained in this proxy statement and may not contain all of the information that may be important to you. Accordingly, you should read carefully this entire proxy statement, including the annexes and the documents referred to or incorporated by reference in this proxy statement. The page references have been included in this summary to direct you to a more complete description of the topics presented below. For details on how you may obtain additional information, see “Where You Can Find More Information” beginning on page 96 of this proxy statement. Unless otherwise specified, all references in this proxy statement to the “Company,” “we,” “our,” “us” and similar words refer to Arcadium Lithium plc, a public limited company incorporated under the laws of the Bailiwick of Jersey; all references in this proxy statement to the “Buyer” refer to Rio Tinto BM Subsidiary Limited, a private limited company incorporated under the laws of England & Wales; all references in this proxy statement to the “Parent” refer to Rio Tinto Western Holdings Limited, a private limited company incorporated under the laws of England & Wales; all references to “Parties” refer to the Company, the Buyer and the Parent; all references to the “Scheme” or the “Scheme of Arrangement” refer to the scheme of arrangement, a copy of which is included as Part 3 of this proxy statement, proposed to be made pursuant to Part 18A of the Companies (Jersey) Law 1991, as amended (the “Companies Law”), between the Company and the holders of the Scheme Shares (as defined in the Scheme of Arrangement); all references to the “Company Board” refer to the Company board of directors; all references to “Company Shares” refer to ordinary shares of the Company, par value $1.00 per share, including the Company Shares represented by CHESS depositary interests issued by the Company and listed on the Australian Securities Exchange (the “ASX”) (the “CDIs”), and all references to “Company Shareholders” refer to the holders of such Company Shares from time to time; all references to the “Transaction Agreement” refer to the Transaction Agreement, dated as of October 9, 2024, by and between the Buyer, the Parent and the Company, a copy of which is included as Annex A to this proxy statement; and all references to the “Transaction” or the “acquisition” refer to the transactions contemplated by the Transaction Agreement, including the Scheme of Arrangement. Unless otherwise indicated, all references to “dollars” or “$” in this proxy statement are references to U.S. dollars. You should carefully read and consider the entire Transaction Agreement and Scheme of Arrangement, which are the legal documents that govern the Transaction and Scheme of Arrangement.

The Buyer was incorporated as a private limited company under the laws of England & Wales on October 8, 2024, solely for the purpose of engaging in the transactions contemplated by the Transaction Agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the Transaction Agreement.

The Buyer is a wholly owned indirect subsidiary of Rio Tinto, which, together with each of Rio Tinto’s subsidiaries, Rio Tinto Limited, and each of Rio Tinto Limited’s subsidiaries, comprise the Rio Tinto Group.

Rio Tinto Group is a leading international mining group combining Rio Tinto and its group undertakings, and Rio Tinto Limited and its group undertakings, in a dual listed company structure that operates as a single economic entity.

Rio Tinto Group’s businesses include open pit and underground mines, mills, refineries and smelters as well as a number of research and development facilities. The Rio Tinto Group consists of wholly and partly owned subsidiaries, jointly controlled assets, jointly controlled entities and associated companies and its reportable segments include the iron ore, aluminium, copper and minerals groups.

The Buyer’s registered office is 6 St James’s Square, London, United Kingdom, SW1Y 4AD.

The Parent was incorporated as a private limited company under the laws of England & Wales on March 29, 1873, and is a holding company. The Parent is a wholly owned indirect subsidiary of Rio Tinto, and indirectly wholly owns the Buyer.

The Parent’s registered office is 6 St James’s Square, London, United Kingdom, SW1Y 4AD.

The Company, a public limited company incorporated under the laws of the Bailiwick of Jersey, and the parent company of the merged group formed after the merger of Livent Corporation and Allkem Limited (the “Livent-Allkem Merger”), is a leading global lithium chemicals producer with a diversified product offering and enhanced business-critical scale, including a presence in three major lithium geographies (i.e., the South American “lithium triangle,” Western Australia and Canada) and a significant lithium deposit base.

The Company produces lithium compounds for use in applications that have specific and constantly changing performance requirements, including battery-grade lithium hydroxide for use in high performance lithium-ion batteries. The Company also supplies butyllithium, which is used in the production of polymers and pharmaceutical products, as well as a range of specialty lithium compounds including high purity lithium metal, which is used in non-rechargeable batteries and in the production of lightweight materials for aerospace applications.

The Company uses lithium chloride to produce lithium metal, a key feedstock in the production of butyllithium products in the U.S., the United Kingdom and China, as well as in the production of high purity lithium metal in the U.S.

Company Shares are listed on the New York Stock Exchange (the “NYSE”) under the symbol “ALTM” and the CDIs are quoted on ASX under the symbol “LTM”. The Company’s principal executive office is located at Suite 12, Gateway Hub, Shannon Airport House, Shannon, Co. Clare, Ireland. Additional information about the Company is included in documents incorporated by reference into this proxy statement or can be found at the Company’s website at arcadiumlithium.com (the contents of which are not part of this proxy statement). See “Where You Can Find More Information” beginning on page 96 of this proxy statement for more information.

The special meeting of the Company Shareholders (and any adjournment or postponement thereof) ordered by the Royal Court of Jersey (the “Court”) will be held at Davis Polk & Wardwell LLP’s offices located at 450 Lexington Avenue, New York, NY 10017 and also via live webcast on December 23, 2024 at 8:00 a.m. United States Eastern Standard Time (“US EST”), unless adjourned or postponed (the “Scheme Meeting”).

The proxy card contains instructions on how to attend the Scheme Meeting. The proxy card also contains instructions on how to attend the Scheme Meeting virtually. You may begin to log into the meeting platform and entering the 16-digit control number included on the relevant proxy card beginning at 8:00 a.m. on December 23, 2024. The Scheme Meeting will begin promptly at 8:00 a.m. US EST on December 23, 2024, unless adjourned or postponed.

If you do not have a proxy card or a 16-digit control number, you may join the live webcast as a guest by visiting www.virtualshareholdermeeting.com/ALTM2024SM on December 23, 2024 at 8:00 a.m. US EST. You may not participate or vote during the Scheme Meeting by joining the live webcast as a guest.

At the Scheme Meeting, the Company Shareholders will be asked to vote to approve the Scheme.

The extraordinary general meeting of the Company Shareholders (and any adjournment or postponement thereof) to consider and if thought fit pass the Company Shareholder Proposals (as defined below) will be held at Davis Polk & Wardwell LLP’s offices located at 450 Lexington Avenue, New York, NY 10017 and also via live webcast on December 23, 2024 at 8:15 a.m. US EST, unless adjourned or postponed (the “Company GM” and, together with the Scheme Meeting, the “Meetings” or the “special meetings”), or, if the Scheme Meeting has not concluded by December 23, 2024 at 8:15 a.m. US EST, as soon as possible after the conclusion of the Scheme Meeting.

The proxy card contains instructions on how to attend the Company GM. The proxy card also contains instructions on how to attend the Company GM virtually. You may begin to log into the meeting platform and entering the 16-digit control number included on the relevant proxy card beginning at 8:15 a.m. US EST on December 23, 2024. The Company GM will begin promptly at 8:15 a.m. US EST on December 23, 2024, unless

adjourned or postponed, or, if the Scheme Meeting has not concluded by December 23, 2024 at 8:15 a.m. US EST, as soon as possible after the conclusion of the Scheme Meeting.

If you do not have a proxy card or a 16-digit control number, you may join the live webcast as a guest by visiting www.virtualshareholdermeeting.com/ALTM2024SM on December 23, 2024 at 8:15 a.m. US EST, or, if the Scheme Meeting has not concluded by December 23, 2024 at 8:15 a.m. US EST, as soon as possible after the conclusion of the Scheme Meeting. You may not participate or vote during the Company GM by joining the live webcast as a guest.

At the Company GM, the Company Shareholders will be asked to vote to approve two resolutions summarized as follows: firstly, an ordinary resolution to approve, on a non-binding, advisory basis, the golden parachute compensation, as disclosed pursuant to Item 402(t) of Regulation S-K in the Golden Parachute Compensation Table and the footnotes to that table contained in the section of this proxy statement captioned “The Transaction—Interests of Certain Persons in the Transaction” (the “Compensation Proposal”); and secondly, a special resolution (the “Special Resolution” or the “Scheme and Articles Amendment Proposal”) to authorize the directors of the Company to take all such action as they may consider necessary or appropriate for carrying the Scheme into full effect and to alter the Company’s articles of association (the “Company Articles”) (together with the Scheme and Articles Amendment Proposal, and the Compensation Proposal, the “Company Shareholder Proposals”).

Whether or not you participate in the special meetings, it is important that your Company Shares or CDIs be part of the voting process. If you attend virtually, you may log on to www.virtualshareholdermeeting.com/ALTM2024SM and enter the 16-digit control number included on the relevant proxy card. If you do not have a proxy card or a 16-digit control number, you may join the special meetings virtually as a guest by visiting www.virtualshareholdermeeting.com/ALTM2024SM. The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong internet connection wherever they intend to participate in the special meetings. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the special meetings.

You are entitled to vote at the Scheme Meeting and the Company GM if you owned Company Shares or CDIs at 5:00 p.m. US EST on November 18, 2024 (the “Record Date”).

This proxy statement is dated November 20, 2024 and, together with the accompanying proxy cards, is first being mailed or otherwise distributed to Company Shareholders on or about November 20, 2024.

A quorum will be present if the holders of at least a majority of the issued Company Shares entitled to vote at each special meeting either attend such special meeting in person or virtually or are represented by proxy at such special meeting. Abstentions are counted as present for the purpose of establishing a quorum at the Company GM. The Company does not expect any broker non-votes at the special meetings because the rules applicable to brokers, banks, trustees or other nominees only provide discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the special meetings is considered non-routine. As a result, no broker will be permitted to vote your Company Shares at the special meetings without receiving instructions.

The Company entered into the Transaction Agreement with the Buyer and the Parent on October 9, 2024. A copy of the Transaction Agreement is attached as Annex A to this proxy statement. The Transaction Agreement provides for the implementation of the Scheme of Arrangement pursuant to which:

At the Effective Time, or as promptly as reasonably practicable thereafter but on the day of the occurrence of the Effective Time, the Company’s Register of Members will be updated in accordance with the provisions of the Scheme of Arrangement to reflect the transfer of the Company Shares under the Scheme of Arrangement to the Buyer, following which the Company shall be a wholly owned subsidiary of the Buyer (or such affiliate of the Buyer).

At the Effective Time, all Company Shares then in issue will be transferred from the Company Shareholders to the Buyer (or an affiliate of the Buyer designated by the Buyer in accordance with the terms of the Scheme of Arrangement) in accordance with the provisions of the Scheme of Arrangement and the Transaction Agreement, and the Company Shareholders will cease to have any rights with respect to the Company Shares, except their rights under the Scheme of Arrangement, including the right to receive the Per Share Consideration. At the Effective Time, or as promptly as reasonably practicable thereafter but on the day of the occurrence of the Effective Time, the Company’s Register of Members will be updated in accordance with the provisions of the Scheme of Arrangement to reflect the transfer of the Company Shares under the Scheme of Arrangement to the Buyer (or such affiliate of the Buyer designated by the Buyer in accordance with the terms of the Scheme of Arrangement), following which the Company shall be a wholly owned subsidiary of the Buyer (or such affiliate of the Buyer designated by the Buyer in accordance with the terms of the Scheme of Arrangement).

At the Effective Time and in consideration of the transfer of Company Shares to the Buyer and/or its affiliate as described above, the Company Shareholders will be entitled in accordance with the terms of the Scheme of Arrangement to receive an amount in cash, without interest, equal to $5.85 per Company Share that is in issue immediately prior to the Effective Time, subject to any required withholding taxes.

CDI holders may have their Consideration payment converted, and then paid to them in, Australian dollars or New Zealand dollars based on the currency of the valid bank account nominated by the CDI holder to the CDI registry prior to the CDI Record Date (the “Nominated Account”).

If a CDI holder's Nominated Account is held in:

However, if a CDI holder has not provided the details of a valid Nominated Account with the CDI registry prior to the CDI Record Date, then for CDI holders:

The Buyer will deposit, or cause to be deposited, with the Paying Agent, for the benefit of CDI holders, cash in an amount equal to the Consideration payable to the CDI holders, converted (as applicable) from U.S. dollars to Australian dollars and New Zealand dollars respectively by the Paying Agent at the prevailing market exchange

rate(s) on the date(s) of the currency conversion (the “Consideration Exchange Rate”). All CDI holders receiving Consideration in Australian dollars or New Zealand dollars (as applicable) will have their Consideration calculated by reference to the same Consideration Exchange Rate.

The Consideration Exchange Rate will include a deduction for any applicable and properly incurred transaction and dealing costs associated with the conversion. The direct cost of conversion to CDI holders who receive the Consideration to which they are entitled in Australian dollars or New Zealand dollars is expected to be minimal but amounts payable to such CDI holders will be subject to the Consideration Exchange Rate actually obtained (which may be a lesser or greater rate of exchange than the official U.S. dollar to Australian dollars or New Zealand dollars exchange rate on the relevant payment date).

Further information on the payment of the Consideration to CDI holders can be found in the sections of this proxy statement titled “The Transaction—Consideration to CDI holders” beginning on page 59 of this proxy statement.

The Transaction Agreement provides that Company Equity Awards (as defined below) that are outstanding immediately prior to the Effective Time will be subject to the following treatment as of the Effective Time:

The “Equity Award Conversion Ratio” is defined as the quotient obtained by dividing (i) the Per Share Consideration by (ii) the average volume weighted average price of the applicable Listed Share for the thirty consecutive trading day period ending on the last trading day preceding the closing.

Each equity award issued in exchange for a Company Restricted Share Right, Company Stock Option or Company RSU (collectively, the “Company Equity Awards”) will be subject to the same terms and conditions as were applicable to the underlying Company Equity Award immediately prior to the Effective Time (including any applicable double-trigger “change in control” provisions).

The Company Board has unanimously declared that the Transaction Agreement and the Transaction are in the best interests of the Company and the Company Shareholders and approved the Transaction Agreement and the Transaction.

The Company Board unanimously recommends that Company Shareholders vote “FOR” each of the proposals to be considered at the Scheme Meeting and the Company GM as described in this proxy statement. The Company Board’s recommendation that Company Shareholders vote in favor of the Scheme Proposal, the Compensation Proposal and the Scheme and Articles Amendment Proposal are referred to as the “Board Recommendation.”

In reaching its decision, the Company Board considered a number of factors, which generally supported its decision to enter into the Transaction Agreement. For a discussion of these factors, see “The Transaction—Recommendation of the Company Board and Reasons for the Transaction” beginning on page 36 of this proxy statement.

In considering the recommendation of the Company Board, Company Shareholders should be aware that certain directors and executive officers of the Company have interests in the proposed transaction that are in addition to, or different from, any interests they might have as shareholders. For more information, see the section captioned “The Transaction—Interests of Certain Persons in the Transaction” beginning on page 52 of this proxy statement.

On October 9, 2024, Gordon Dyal & Co. LLC (“Gordon Dyal”), lead financial advisor to the Company, rendered its oral opinion, which was subsequently confirmed by delivery of a written opinion dated October 9, 2024, to the Company Board to the effect that as of such date, and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review undertaken by Gordon Dyal set forth in its written opinion, the Per Share Consideration to be paid to the holders of Company Shares (other than Company Shares held in treasury of the Company or held by the Parent, the Buyer or any direct or indirect wholly owned subsidiary of the Parent or the Buyer, in each case except any such Company Shares held on behalf of third parties (together with any Company Shares held by an affiliate of the Company, the Parent or the Buyer, the “Excluded Shares”)) pursuant to the Transaction Agreement was fair from a financial point of view to such holders.

The full text of Gordon Dyal’s written opinion to the Company Board, dated October 9, 2024, is attached to this proxy statement as Annex B, and is incorporated by reference in this proxy statement in its entirety. Company Shareholders should read the opinion in its entirety for a discussion of the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of review undertaken by Gordon Dyal in rendering its opinion. This summary is qualified in its entirety by reference to the full text of such opinion. Gordon Dyal’s opinion was directed to the Company Board and addressed only the fairness from a financial point of view to the holders of Company Shares (other than the Excluded Shares) of the Per Share Consideration to be paid to such holders pursuant to the Transaction Agreement, as of the date of the opinion. Gordon Dyal’s opinion did not address any other aspects of the Transaction and did not and does not constitute a recommendation as to how Company Shareholders should vote at the special meetings.

UBS Securities LLC (“UBS”) was retained by the Company to act as a financial advisor in connection with the Transaction. As part of that engagement, the Company Board requested that UBS render an opinion as to the fairness, from a financial point of view, of the Per Share Consideration to be received by holders of Company Shares (other than the Excluded Shares) in the Transaction. On October 9, 2024, at a meeting of the Company Board held to evaluate the Transaction, UBS delivered to the Company Board an oral opinion, which opinion was confirmed by delivery of a written opinion dated October 9, 2024, to the effect that, as of that date and based upon, and subject to, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by UBS in connection with the opinion, the Per Share Consideration to be received by holders of Company Shares (other than Excluded Shares) in the Transaction was fair, from a financial point of view, to such holders.

The full text of the UBS opinion describes the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by UBS. The UBS opinion is attached to this proxy

statement as Annex C and is incorporated herein by reference. The UBS opinion was provided for the benefit of the Company Board in connection with, and for the purpose of, its evaluation of the Per Share Consideration in the Transaction and addresses only the fairness, from a financial point of view, of the Per Share Consideration to holders of Company Shares (other than Excluded Shares) in the Transaction. The UBS opinion does not address the relative merits of the Transaction as compared to other business strategies or transactions that might be available with respect to the Company or the Company’s underlying business decision to effect the Transaction. The UBS opinion does not constitute a recommendation to any shareholder as to how such shareholder should vote or act with respect to the Transaction. Holders of Company Shares are encouraged to read the UBS opinion carefully in its entirety.

For more information, see the section entitled “Opinion of UBS Securities LLC” beginning on page B-1 of this proxy statement.

When considering the foregoing recommendation of the Company Board that you vote to approve the Scheme Proposal and the Company Shareholder Proposals, Company Shareholders should be aware that the Company’s directors and executive officers may have interests in the Transaction that are different from, or in addition to, those of the Company Shareholders more generally. In (1) evaluating and negotiating the Transaction Agreement, (2) approving the Transaction Agreement, the transactions contemplated thereby and the Scheme (including the execution, delivery and performance of the Transaction Agreement and the consummation of such transactions and the Scheme), (3) declaring that it is in the best interests of the Company Shareholders that the Company enter into the Transaction Agreement and consummate such transactions and the Scheme and (4) making the foregoing recommendation of the Company Board, the Company Board was aware of and considered these interests, among other matters, to the extent that these interests existed at the time. These interests are more fully described in “The Transaction—Interests of Certain Persons in the Transaction” beginning on page 52 of this proxy statement.

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder (the “HSR Act”) and the rules and regulations promulgated thereunder by the Federal Trade Commission (the “FTC”), the parties are prevented from consummating the Transaction until, among other things, the Buyer and the Company have filed notifications with and furnished certain information to the FTC and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) and the applicable waiting period has expired or been terminated.

Each of the Buyer and the Company will file a Notification and Report Form for Certain Mergers and Acquisitions with the Antitrust Division and the FTC as required pursuant to the HSR Act.

The Company derives revenues and has assets in other jurisdictions where merger control filings or clearances may be necessary or recommended. The Transaction cannot be consummated until the closing conditions relating to applicable filings or clearances under the antitrust laws in the required jurisdictions have been satisfied or waived, namely, Canada, China, Japan and South Korea. The parties are proactively briefing the relevant regulators in Australia and the United Kingdom.

Following the closing, the Buyer will notify the Argentinian antitrust authority about the Transaction and seek its approval. The closing of the Transaction is not conditioned on obtaining the approval of the Argentinian antitrust authority.

The Company is active in jurisdictions where investment screening law filings or clearances may be necessary or recommended. The Transaction cannot be consummated until the closing conditions relating to applicable filings or clearances under the relevant investment screening laws in the required jurisdictions have been satisfied or waived, including Australia, Canada, Ireland (subject to the regime commencement), Italy and the United Kingdom.

Additionally, the Committee on Foreign Investment in the U.S. (“CFIUS”) is an interagency committee authorized by Section 721 of Title VII of the Defense Production Act of 1950, as amended (the “DPA”), to review certain transactions involving foreign investment in the U.S. in order to determine the effect of such transactions on U.S. national security. Transactions that result in “control” of a “U.S. business” by a “foreign person” (in each case, as such terms are defined in 31 C.F.R. Part 800) are subject to CFIUS jurisdiction. Because the Buyer is considered a “foreign person” and the Transaction would result in “control” of a “U.S. business” under the DPA and implementing regulations thereof, the Transaction is subject to CFIUS jurisdiction. The closing conditions relating to applicable filings or clearances under the DPA and implementing regulations thereof will need to be satisfied or waived in order for the Transaction to be consummated.

The Transaction is being implemented by way of Court-approved scheme of arrangement, which requires, among other things, an application by the Company to the Court to sanction the scheme of arrangement. A scheme of arrangement is a statutory procedure under the Companies Law, pursuant to which the Court may approve an arrangement between the Company and its shareholders. In a scheme of arrangement, the Company will make an initial application to the Court to convene the Scheme Meeting at which the Scheme Proposal must be approved by a resolution of a majority in number of the Company Shareholders on the Company’s register representing three-quarters (75%) or more of the votes cast by Company Shareholders who (being entitled to do so) vote. The quorum for the Scheme Meeting is that required for a general meeting of the Company (being persons holding or representing a majority of the voting power of the shares entitled to vote at such meeting in person or by proxy at the Scheme Meeting (or at any adjournment or postponement of such meeting)). If the Company Shareholders so agree by approving the Scheme, subject to the satisfaction or waiver of the conditions set forth in the Transaction Agreement, the Company will return to the Court to request the Court to sanction the arrangement. Company Shareholders are entitled to attend to support or oppose the sanction of the Scheme of Arrangement by the Court as described elsewhere in this proxy statement and may also submit written statements regarding the scheme for the Court's consideration. Such statements can be made either: (i) by email sent to ArcadiumScheme@ogier.com; or (ii) in writing, addressed to Arcadium Scheme Correspondence, c/o Ogier (Jersey) LLP, 3rd Floor, 44 Esplanade, St Helier, Jersey, JE4 9WG. Upon the Scheme of Arrangement becoming effective in accordance with its terms and the Companies Law, it will bind the Company and the Company Shareholders irrespective of whether or not they attended or voted at the Scheme Meeting or the Company GM.

As of November 20, 2024, the Company has received nine letters from purported Company Shareholders demanding that the Company Board take action on behalf of the Company to remedy allegations regarding the Company’s disclosures to shareholders with respect to various alleged omissions of material information in this proxy statement relating to the Transaction. The Company believes all such demands are without merit.

The Transaction will be accounted for as a “business combination” for financial accounting purposes.

Under Jersey law, holders of Company Shares do not have appraisal or dissenters’ rights with respect to the Transaction or any of the other transactions described in this proxy statement. As referred to elsewhere in this proxy statement, Company Shareholders have the right to attend and be heard at the Court hearing of the application to sanction the Scheme (the “Sanction Hearing”), either in person or through a Jersey advocate, and may also submit written statements regarding the Scheme for the Court's consideration. Such statements can be made either: (i) by email sent to ArcadiumScheme@ogier.com; or (ii) in writing, addressed to Arcadium Scheme Correspondence, c/o Ogier (Jersey) LLP, 3rd Floor, 44 Esplanade, St Helier, Jersey, JE4 9WG.

For U.S. federal income tax purposes, the receipt of cash by a U.S. holder (as defined in the section of this proxy statement captioned “Material U.S. Federal Income Tax Consequences of the Transaction”) in exchange for such U.S. holder’s Company Shares pursuant to the Scheme generally will result in the recognition of gain or loss in an amount equal to the difference, if any, between the amount of cash that such U.S. holder receives and such U.S. holder’s adjusted tax basis in the Company Shares surrendered.

Stockholders should consult their own tax advisors concerning the U.S. federal income tax consequences relating to the Scheme in light of their particular circumstances and any consequences arising under U.S. federal non-income tax laws or the laws of any state, local or non-U.S. tax jurisdiction.

The Scheme will become effective as soon as the Act of the Court sanctioning the Scheme under Article 125 of the Companies Law (the “Court Order”) has been delivered to the Registrar of Companies in Jersey for registration. Closing of the Transaction will occur upon the Effective Time.

The Transaction Agreement (except as noted below) generally restricts the Company’s ability to (i) initiate, solicit, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing non-public information) any inquiries or the making of any proposal or offer, that constitutes, or would reasonably be expected to lead to, any Company Competing Proposal (as defined in the section entitled “The Transaction Agreement—No Solicitation of Competing Proposals”); (ii) engage in, continue or otherwise participate in any discussions or negotiations with any third party with respect to, relating to or in furtherance of any Company Competing Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Competing Proposal; (iii) provide any non-public information or data or access to the properties, assets or employees of the Company and their respective subsidiaries, as applicable, to any third party in connection with, related to or in contemplation of any Company Competing Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Competing Proposal; (iv) approve any third party becoming an “interested member” under article 9 of the Company’s articles of association; (v) discuss with any third party, approve or recommend, or propose to discuss, approve or recommend, or execute or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement, in each case of the foregoing relating to a Company Competing Proposal or any inquiry, proposal or offer, in each case of the foregoing that would reasonably be expected to lead to a Company Competing Proposal (other than a confidentiality agreement in accordance with the requirements provided for in the Transaction Agreement); or (vi) submit any Company Competing Proposal to the vote of the Company Shareholders, as applicable; provided that the Company or any of its representatives may, in response to an unsolicited inquiry or proposal from a third party, inform a third party or its representative of the restrictions imposed by the provisions of the Transaction Agreement (without conveying, requesting or attempting to gather any other information except as otherwise specifically permitted by the Transaction Agreement).

The Company has agreed that, subject to certain exceptions described in the section entitled “The Transaction Agreement—Board Change of Recommendation,” the Company Board will not, directly or indirectly:

The Transaction Agreement includes certain exceptions to the non-solicitation covenant, including to (i) seek clarification from (but not provide any non-public information to) such person making a Company Competing Proposal solely to clarify and understand the terms and conditions of such proposal to provide adequate information for the Company Board to make an informed determination and (ii) in the case that, at any time prior to the receipt of the Company Shareholder Approval (as defined in the section entitled “The Transaction Agreement—Representations and Warranties in the Transaction Agreement”), the Company receives a written, unsolicited bona fide Company Competing Proposal (which did not result from a breach of the non-solicitation restrictions) that the Company Board or any committee thereof determines in good faith after consultation with its financial advisors and outside legal counsel that such Company Competing Proposal is, or could reasonably be expected to become, a Company Superior Proposal (as defined in the section entitled “The Transaction Agreement—Termination of the Transaction Agreement”) and that failing to take such actions would likely breach the statutory or fiduciary duties of the Company Board under applicable law, if the Company Board so chooses (and if certain other requirements are met in accordance with the Transaction Agreement, including giving written notice to the other party and making itself available to negotiate adjustments or revisions to the Transaction Agreement as would permit the Company Board not to effect a Company Change of Recommendation), to effect a Company Change of Recommendation and tender payment of the Company Termination Fee (as defined below). For additional information on the Company Change of Recommendation or the Company Termination Fee, see the sections entitled “The Transaction Agreement—Board Change of Recommendation” or “The Transaction Agreement—Termination Fee,” respectively.

In addition, at any time prior to the receipt of the Company Shareholder Approval, and after giving effect to certain rights offered to the other party as required under the Transaction Agreement (including giving written notice to the other party and making itself available to negotiate adjustments or revisions to the Transaction Agreement as would permit the Company Board not to effect a Company Change of Recommendation), the Company Board may effect a Company Change of Recommendation in response to a Company Intervening Event (as defined in the section entitled “The Transaction Agreement—Termination of the Transaction Agreement”) if the Company Board determines in good faith, after consultation with its financial advisors and outside legal counsel, that failing to effect a Company Change of Recommendation in response to such Intervening Event would likely breach the statutory or fiduciary duties of the Company Board under applicable law and tender payment of the Company Termination Fee (as defined below).

As more fully described in this proxy statement and as set forth in the Transaction Agreement, the obligation of each of the Buyer and the Company to consummate the Transaction are subject to the satisfaction or, to the extent permitted by applicable law, waiver in writing by each of the Company, the Parent and the Buyer at or prior to closing of the Transaction, of certain conditions, including the following:

Termination Prior to the Effective Time. The Transaction Agreement may be terminated and the Scheme and the Transaction may be abandoned prior to the Effective Time whether before or after the Company Shareholder Approval has been obtained, under the following circumstances:

The Company has agreed to pay the Buyer a termination fee of $200 million (the “Company Termination Fee”) if the Transaction Agreement is terminated:

In circumstances where the Company Termination Fee is payable by the Company, the Buyer’s right to receive the Company Termination Fee will be its sole and exclusive remedy under the Transaction Agreement in connection with the circumstances giving rise to the payment, except in the case of fraud or Intentional Breach (as defined in the section entitled “The Transaction Agreement—Effect of Termination”) by the Company. The Company will not be required to pay the Company Termination Fee on more than one occasion.

If the Scheme Proposal and the Scheme and Articles Amendment Proposal are not approved by Company Shareholders, or if the Transaction is not completed for any other reason:

Pursuant to the Transaction Agreement, the Company and the Buyer will cooperate with each other in taking, or causing to be taken, all actions necessary to delist the Company Shares from NYSE and deregister the Company Shares under the Exchange Act, in each case as promptly as practicable after the Effective Time, and suspend quotation of the CDIs on ASX immediately prior to the Effective Time. As soon as practicable after the Effective Time, the Company will apply to the ASX to delist the Company and for revocation of the approval of the CDIs and distribution of the Consideration to the CDI holders. Accordingly, the Company Shares will be delisted from NYSE and deregistered under the Exchange Act promptly following the completion of the Transaction, and the CDIs will be delisted from ASX promptly following the completion of the Transaction. If the Transaction is completed, the Company’s obligations to file or furnish reports under the Exchange Act and reporting obligations under the ASX will be terminated.