Ann: Becoming a substantial holder, page-4

15.01%... I smell shitfuckery...

The Scheme Proposal is subject to certain limited conditions, including:
• BidCo obtaining approval from Australia’s Foreign Investment Review Board (“FIRB”);
• BidCo obtaining specific competition law approvals;
• Azure shareholders (excluding SQM and Hancock) approving the joint bid arrangements for the purposes of item 7, section 611 of the Corporations Act;
• the independent expert concluding (and continuing to conclude) that the Scheme Proposal is in the best interests of Azure shareholders;
• customary conditions, including no material adverse change and no prescribed occurrences;
• approval of Azure shareholders of the Scheme Proposal. For the Scheme Proposal to proceed, the resolution at the Scheme Meeting must be approved by at least 75% of all votes cast by Azure shareholders and a majority by number of all Azure shareholders present and voting (in person or by proxy) at the Scheme Meeting. The Joint Bidders, holding in aggregate ~37.8% of Azure, are excluded from voting on the resolution at the Scheme Meeting;
• no shareholder (other than BidCo, SQM and Hancock) acquiring or increasing its shareholding in Azure to more than 15%; and
• the requisite Australian Court (“Court”) approval.