" 6.5.1 Voluntary Escrow Arrangements The Securities held by...

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6.5.1 Voluntary Escrow Arrangements
The Securities held by certain Escrowed Securityholders at Completion of the Offer (other than any purchase by them under the Offer) will be subject to voluntary escrow arrangements, as set out in the table above. Under the terms of these arrangements, subject to certain exceptions (described below), Shares held by the Escrowed Securityholders may only be sold after 11.59pm (Sydney time) on the date that is 10 business days following the release of Calix’s nancial accounts for the 6 months ended 31 December 2018.

23.7% of EscrowedSecurities held bySculptor Finance Shareholders at Completion of the Offer


If the volume-weighted average price for the Shares in any 10 consecutive trading days on and from the earlier of:

• the announcement of the nancial results for the nancial year ended 30 June 2018; and
• 31 August 2018,
  exceeds the Offer Price by more than 25%, then those Escrowed Securities are released fromescrow after 11.59pm (Sydney time) on the later of:

• 30 September 2018, and
• the date on which that volume weighted average price is achieved (if it occurs after 30
  September 2018).
  The remaining Escrowed Securities held by Sculptor Finance Shareholders may be sold after 11.59pm (Sydney time) on the earlier of 14 March 2019, and the date that is 10 business days following the release of Calix’s nancial accounts for the 6 months ended December 2018.
  
  
  Up to 100% ofEscrowed Securitiesheld by SculptorFinance Shareholders at Completion of the Offer
  
  Subject to the purchaser of the Escrowed Securities agreeing to the same escrow conditions that applied to the Escrowed Securities, as held by Sculptor Finance Shareholders:
  • up to 100% of the Escrowed Securities held by the Sculptor Finance Shareholders if ASIC makes a declaration that the Corporations Act is modi ed such that Calix does not have a relevantinterest in those Escrowed Securities in the hands of the purchaser for the purposes of thetakeover provision of the Corporations Act; and
  • up to 65% of the Escrowed Securities held by the Sculptor Finance Shareholders in all othercircumstances. This assumes Calix may have up to a 5% relevant interest in its own Shares at the time of such transfer (arising primarily under the Calix Employee Share Scheme Trust).
    If Calix’s relevant interest in its own Shares at that time is above 5% (for example, through
    the issuance of additional voluntarily escrowed shares), then that proportion of the EscrowedShares transferred which would otherwise have been escrowed if not for Calix’s relevant interest in its own Shares exceeding 5%, will not be subject to escrow.