Good morning, everyone. My name is Elana Rubin. I'm Chair of Afterpay Limited, and I'll be chairing today's scheme meeting. On behalf of the Afterpay Board, I would like to welcome our shareholders or their proxies, attorneys, or representatives present, and thank you for attending today. We have a quorum present, and I'm delighted to declare the scheme meeting open. In doing so, I acknowledge the traditional custodians of the land of the various places where we meet, and recognize their continuing connection to land, waters, and communities. I pay my respects to their elders, past, present, and emerging. I would also like to recognize all First Nation people and diverse communities. Today's scheme meeting has been convened pursuant to an order of the Supreme Court of New South Wales made on 4 November 2021. The purpose of this meeting is for Afterpay shareholders to vote on the proposed scheme of arrangement, amended by the scheme implementation deed on 7 December 2021, in relation to the acquisition of Afterpay by Block, Inc., formerly Square. Block is a global Fintech company incorporated in Delaware. Founded in 2009, Block builds tools that aim to empower businesses and individuals. Block's Class A shares are listed on the New York Stock Exchange under the symbol SQ. The combination of Afterpay and Block will bring together two of the fastest-growing global payment companies to advance a shared mission of economic empowerment and financial inclusion. And provide Afterpay shareholders with an opportunity to share in the future growth of an innovative company with an aligned vision. Today's virtual meeting via the online platform gives shareholders an opportunity to engage, ask questions about the transaction, and vote in real-time. The online platform is now open for shareholder questions, which I encourage you to submit as early as possible. Also, in order to provide everyone with an opportunity to vote, and in case anyone can't stay for the entire meeting, I will now formally open the poll on the scheme resolution. Let me introduce my fellow directors and members of management. Joining us online are Afterpay Co-Founders and Co-CEOs, Anthony Eisen and Nick Molnar, our Non-Executive Directors, Pat O'Sullivan, Gary Briggs, Sharon Rothstein, and Dana Stalder, our CFO and Chief People Officer, Rebecca Lowde, and our Company Secretary, Amanda Street. Joining me from the Melbourne office is our Senior Director, Investor Relations, Rhianna Fursdon. Before I commence my address, Rhianna will provide an overview of the online platform, including how to ask questions and vote. Thank you, Elana. First, I would like to provide an overview of the online platform you are now viewing. If at any stage you have difficulties with the platform, you will see a helpline number displayed at the top of the page which you can call. That number is +61 3 9415 4024. On the online platform, you will see a video stream on the left and the presentation slides on the right. We lodged these presentation slides with the ASX this morning, so they are also available on the ASX website. You could submit written questions, or you may ask questions verbally using the audio questions facility available via the online platform. Written questions can be submitted at any time. If you have one prepared, please submit it now so that the Chair can answer as many questions as possible. If you prefer to ask your question verbally by connecting to the audio questions line, please note that you will not be able to see the speaker or the presentation slides while you are queuing to ask your question. You will, however, still be able to listen to the meeting. Please ask one question at a time and please keep your questions short and to the point. This will allow as many shareholders as possible to ask a question. To ask a written question, select the Messaging tab at the top of the screen, type your question, and then hit the arrow symbol to send. Written questions may be moderated or amalgamated to avoid repetition, and if questions are particularly lengthy, we may need to summarize them in the interest of time. If you wish to ask a question verbally, you will need to pause the broadcast on the platform and then click on the link in the Asking Audio Questions section of the homepage. A new page will open where you will be asked to enter your name and the topic of your question before being connected and placed in the audio questions queue. You'll be able to listen to the meeting on this page while you're waiting to ask your question. Once you have asked your question, please return to the online platform to continue watching the meeting and vote. Each question will come through to our Chair. Either Elana will answer the question or she will direct it to the most appropriate person to answer it. As outlined in the scheme booklet, the scheme resolution will be conducted by a poll. If you are eligible to vote today and are logged in to the online platform, a Voting tab will appear. Once you click this, the resolution will appear, and you can select a voting option. There is no need to hit Submit or Send as the vote is automatically recorded. You can change or cancel your vote at any time until the chair declares the voting closed at the end of the meeting. Proxy holders are reminded that you must vote in accordance with the proxy holder's directions. The Chair will vote all available proxies in favor of the scheme resolution, and during the meeting, we will display the number of proxy votes received prior to the meeting in relation to the scheme resolution. The voting results will be communicated to the ASX as soon as available today. I will now pass back to Elana. Thanks, Rhianna. Before moving to the formal business, I'll make a few comments on the proposed scheme of arrangement details which were made available to shareholders in accordance with the orders of the Supreme Court of New South Wales. I'll also provide an update in relation to the next steps towards implementation of the scheme. As announced on the 2nd of August, Afterpay entered into a Scheme Implementation Deed with Block, pursuant to which Block would acquire all of the issued shares in Afterpay by way of scheme of arrangement. The Afterpay Board believes complementarity of the Afterpay and Block businesses will deliver strong strategic and commercial outcomes and represents a compelling opportunity. The combination will enable the companies to deliver financial products and services that expand access to more customers and drive revenue growth for merchants of all sizes. From Afterpay's perspective, this will further accelerate growth in the U.S. and globally, enable access to a new category of in-person merchants, and broaden the platform of new and valuable capabilities to our merchants and customers. If the scheme is approved and implemented, Afterpay shareholders will be entitled to receive the scheme consideration for each Afterpay share held on record date. The scheme consideration will comprise 0.375 Block Class A shares, or CDIs, per Afterpay share, representing an ownership interest in Block Class A shares. This is a fixed ratio, which means that shareholders will receive the ratio of 0.375, regardless of the number of shares on issue at time of completion. The all-scrip consideration provides Afterpay shareholders with the opportunity to realize long-term value for their shares from the potential expected synergies from the combined companies. As at 10 December 2021, being Block's last practicable trading day prior to this scheme meeting, the implied value of the scheme consideration was AUD 94.82 per share. As we've previously announced, the regulatory conditions precedent relating to the scheme, including those regulatory conditions set out in detail in Section 3.11A1 of the scheme booklet, including the Australian Foreign Investment Review Board, the New Zealand Overseas Investment Office, Spanish FDI, U.S. HSR, and the Australian Taxation Office, have been satisfied, with the exception of the Bank of Spain condition. Afterpay and Block are confident that the Bank of Spain condition will ultimately be satisfied. While the Bank of Spain condition has not been satisfied prior to this scheme meeting, Afterpay has obtained orders, court orders in connection with holding the meeting and amending the scheme so that the Bank of Spain approval is a condition subsequent rather than a condition precedent, to be satisfied by the 14th of April 2022. This means that the scheme may become effective prior to the satisfaction of the condition subsequent, but the transaction will not close until the condition subsequent is satisfied. The outcome of varying the scheme in this way and approving the scheme as varied, is that the terms of the scheme would be final at the time of approval of the scheme on the second court date. The scheme would remain subject to the Bank of Spain condition being satisfied by 14 April 2022. If the Bank of Spain condition is satisfied by 14 April 2022, the scheme will take effect without the need for a further shareholder or court approval. If the Bank of Spain condition is not satisfied by April 2022, the scheme will not proceed. If the resolution to approve the scheme is passed today by the requisite majorities of shareholders and all other conditions have been satisfied or waived on or before the second court date, except for those relating to the Bank of Spain and court approval, the second court date to approve the scheme will be held on Friday, 17 December 2021. If the condition subsequent is not satisfied, the scheme will not proceed and we must consult in good faith for 20 business days to determine whether to pursue an alternative transaction. If we're unable to reach agreement, then either party may terminate the Scheme Implementation Deed. If the scheme is approved by the requisite majority of shareholders at today's meetings, the holders of the SGD 1.5 billion Singapore-listed Afterpay convertible bonds will be entitled to redeem the convertible bonds for their full face value, irrespective of whether the condition subsequent is ultimately satisfied. This may require Afterpay to redeem all or a portion of the outstanding notes at their face value, where the date for repayment falls prior to the condition subsequent being met. At which time it will not yet be certain whether the scheme will proceed. The Afterpay board has carefully considered these scenarios and expects that Afterpay will have sufficient funding arrangements in place to satisfy the redemption of the full face value of the SGX notes, should that be required prior to implementation. The Afterpay board has identified reasons why shareholders might vote in favor of the scheme. These are set out in detail in the scheme booklet and are now summarized on the slide showing. In making our recommendation, the board considered a broad range of matters and our overarching responsibility to act in the best interest of all shareholders. The board considers that while the future growth prospects of a stand-alone Afterpay is strong, we believe that the combination of Afterpay with Block will deliver an unprecedented opportunity for both companies. For Afterpay, the combination is expected to further accelerate growth in the U.S. and globally, offer access to a new category of in-person merchants and provide a broader platform of new and valuable services to its merchants and customers. It also provides an exceptional opportunity for our team members to become part of a high-growth global company. For Block, Afterpay is expected to further build on the strategic priorities for Square's Seller and Cash App ecosystems, supported by shifting customer preferences away from traditional credit, especially among younger customers. It will also help Block meet the consistent demand from merchants for new ways to grow their sales and further support the global growth in omnichannel commerce. The all-scrip scheme consideration provides Afterpay shareholders with the opportunity to gain greater long-term value for their shares from the combination of Afterpay and Block and the realization of potential synergies. Shareholders may choose to vote against the scheme. Reasons not to vote in favor of the scheme are set out in detail in the scheme booklet and are summarized on the slide now showing. The Afterpay Board appointed Lonergan Edwards & Associates Limited to prepare an independent expert's report, which has concluded that the scheme consideration is fair and reasonable, and therefore the scheme is in the best interest of Afterpay shareholders in the absence of a superior proposal. On the 7th of December, Afterpay released a supplementary letter from the independent expert regarding a revision to the valuation range for the transaction. The independent expert updated the value of the scheme consideration to be in the range of, and this is Australian dollars, AUD 89.16-AUD 104.90, based on the recent trading range for Block shares and on a 100% controlled interest basis. In their opinion, it is reasonable to assume that any potential adverse market movements or conditions that result in a material decline in the listed market price of Block shares are also likely to have a similar adverse impact on the listed market price of Afterpay shares in the absence of a scheme. Lonergan Edwards has therefore adopted a revised market range for 100% of Afterpay of AUD 92-AUD 108 per share, which they consider reasonable and appropriate given current market conditions. As there is a high degree of overlap and the assessed midpoint of the consideration offered lies within the valuation range for Afterpay, Lonergan Edwards remains of the opinion that the scheme is fair and reasonable and in the best interest of Afterpay shareholders in the absence of a superior proposal. A complete copy of the independent expert's report with their full commentary in relation to the scheme is included in attachment C of the scheme booklet. Prior to announcing the Block transaction, the Afterpay Board established a dedicated subcommittee, chaired by myself, which included two other non-executive directors to assess the deal. We were supported by highly experienced financial and legal advisors. The Afterpay Board, recognizing the significance of the transaction, appointed its own independent advisor to advise on key issues and how they were being addressed throughout. The Board confirms, as at the time of this meeting, no superior proposal has emerged, nor is it aware of any superior proposal likely to emerge. Accordingly, the Board unanimously recommends that shareholders vote in favor of the scheme. Prior to this meeting, the Afterpay Directors submitted votes in favor of the scheme in relation to shares held or controlled by them. In relation to the recommendation of the Co-CEOs, Anthony Eisen and Nick Molnar, Afterpay shareholders should have regard to the information set out in Section 10.1 of the scheme booklet. If the resolution to approve the scheme is passed today by the requisite majorities of shareholders and all other conditions have been satisfied or waived, apart from the conditions subsequent and court approval, the second court date to approve the scheme will be held on Friday, 17th December 2021. If and when the conditions subsequent has been satisfied, Afterpay will announce the implementation timetable on the ASX, noting that the dates for implementation will be set in accordance with the framework now showing on your screen. Afterpay has obtained an updated waiver from ASX Listing Rule 7.40 in relation to the revised timetable. Afterpay shares will continue to trade on the ASX after the effective date, but the scheme will remain subject to the conditions subsequent being satisfied. These dates are subject to satisfaction of the conditions subsequent. Any changes will be announced to the ASX. Before we move to the formal business of the meeting, I'd like to invite our Co-CEOs, Anthony Eisen and Nick Molnar, to address shareholders. Thank you, Elana. Good morning, everyone. Thank you for joining us today. As the story goes, Nick and I started Afterpay having met by chance as neighbors in Sydney. We were passionate about developing an alternative to traditional finance and credit products. In six short but very fulfilling years, Afterpay has become a leader in the global buy now, pay later space, offering a truly customer-centric way to pay. In providing customers with a genuine alternative to traditional credit, we've also built an incredible base of more than 100,000 merchants that see the benefit of offering Afterpay online and in store. Since our first meetings with the Block team, we've known that we share a vision of financial empowerment. While we've been limited in the extent to which we can bring our companies physically together since announcing the transaction, I've been proud to see how the teams of both companies plan to design, optimize, and integrate post-completion. We've built a phenomenal movement that's attracted some of the world's leading talent across all facets of our business, and it makes me hugely proud to think that with the support of our shareholders, this team will be joining forces with Block and seizing a new and powerful opportunity. All this would not have been possible without the valued support of our employees, customers, merchants, and shareholders. We thank you for this, and we look forward to driving long-term value for all shareholders as part of the combined business. We're incredibly humbled by your investment and partnership as we pursue our growth ambitions. I'll now hand it over to Nick. Thank you. Thank you. Hi, everyone. It's an absolute pleasure to join you today. I'm here today because my Co-Founder and Co-CEO, Anthony Eisen, who only a few years ago sat down with me over some Vegemite on toast around his kitchen table to discuss how we could improve the financial well-being of the next generation, to empower them to spend responsibly without having to revolve in debt, interest payments, or service fees. I'm thankful every single day that Ant and my paths crossed and that we and our families had the privilege to go on this journey together. It's been an incredible six or so years since, often doubling the size of our business year-over-year, building a loyal base of Afterpayers and a network of merchants who see increased retail opportunities through our partnership. We're continuing to expand across regions, moving from online to in-store to create a truly omnichannel experience. At Afterpay, we've been long-term admirers of the Block team and in many ways have lived parallel journeys as entrepreneurs focused on creating a more inclusive commerce opportunity. I'm incredibly humbled with your support that we'll soon be joining forces to further scale and shape our businesses with a shared purpose. Today, we're at the start of an amazing partnership, and I know our teams across the globe share the excitement and enthusiasm at the opportunities to come. Thank you for everyone who joined us and helped make this such an amazing company, and I can't wait to see how much more is possible as we combine our efforts with Block. I'll now hand back to Elana. Thanks, Nick. We'll now move to the formal business of the meeting. The sole item of business today is the scheme resolution. The scheme resolution is now shown on the screen and is as follows. That, pursuant to and in accordance with section 411 of the Corporations Act 2001 (Cth), the scheme of arrangement proposed between Afterpay Limited, Afterpay, and the holders of its fully paid ordinary shares, the terms of which are contained in and more particularly described in the scheme booklet, of which the notice convening the scheme meeting forms part, as amended by the amended Scheme Implementation Deed dated 7 December 2021, is approved with or without alteration or conditions as approved by the Supreme Court of New South Wales and agreed to by Afterpay and Block, Inc., formerly known as Square, Inc. Subject to approval of the scheme by the court, the Afterpay board is authorized to implement the scheme with any such alterations or conditions. For the scheme to be binding, the scheme resolution must be agreed first by majority of shareholders present and voting on the resolution, either in person by proxy or attorney, or in the case of a corporate holder by duly appointed corporate representatives, and secondly, by at least 75% of the total number of votes cast by those shareholders. The proxies received in respect of the scheme resolution are now shown on screen and are as follows: 198,940,695 votes in favor from 1,936 shareholders. 316,937 open votes from 202 shareholders, which I will vote in favor. 96,543 votes against from 104 shareholders. 90,453 proxies from 38 shareholders abstained, and accordingly are not counted when determining the outcome of the scheme resolution. I'll now respond to any questions regarding the scheme resolution. I'll endeavor to answer your questions straight away. However, I may take questions on notice if necessary. If you have any questions, please submit them. Elana, there have been no questions received at this time. Are there any audio questions? There are no audio questions at this time. Thank you. I now ask shareholders to cast their vote on the scheme resolution if you have not already done so. The poll will close in approximately 60 seconds. The final poll results will be released to the ASX and made available on our website later today. I'll now pause to allow you to finalize your voting. The poll is now closed. That concludes the formal business of the meeting. Before I close, as this is likely to be the last time that I'll address shareholders, I'd like to take a moment to thank those involved in the remarkable story of Afterpay. Firstly, to my team, those that are here today and those that came before. Each of you has contributed to growing the company from a concept just a few years ago into a global leader which has changed how we shop and engage. We couldn't have done it without you, and I hope you all feel incredibly proud of what you've achieved and the part you played in Afterpay's success. To our shareholders who supported us through the journey and had the courage to invest in something new, thank you for having faith in our vision. In addition to being a good investment, I hope you feel proud of having supported Australian innovation and entrepreneurship. To our customers and merchants who understood what we were about and who got the two-sided network earlier than many, thank you. Your stories of how we made it easier for you to manage your finances day-to-day and grow your business encouraged us to keep going. To our broader stakeholders, advisors, and we've had fabulous advisors and regulators, thank you for recognizing our commitment to our customers and for supporting innovation and competition while helping us strengthen our processes to better deliver on our mission. To the Afterpay Directors, who are each exceptional in their field and have worked so well and so hard together, your commitment, your diligence, thoughtfulness, debate, and friendship have been instrumental in helping us get where we are today. To former directors, thank you for giving us such a strong platform to grow. I'd also like to recognize Adrian Cleeve, who as CEO of Touchcorp, was one of the earliest supporters of Afterpay. Adrian provided the encouragement, advice, and importantly, the technology to help Afterpay get off the ground. Sadly, Adrian passed away unexpectedly in 2016 and hasn't been able to see what he helped achieve. Without Adrian's shared vision and support, it would be a different story today. Finally, to Ant and Nick, two extraordinary individuals and an even more extraordinary partnership. Much has been said about their story, and David said it today, about two people who lived next door and started a conversation about millennials and their dislike of credit. A conversation that led to Afterpay, which became not just an iconic Australian company, but in the space of a few years, became a company that started a global movement and became a verb. Describing Nick and Ant as visionary, smart, driven, and brave leaves so much unsaid. They're caring, open, inclusive, and curious. They're a lesson in resilience and determination to stay on course despite the noise and naysayers. They work harder than anyone else I know. They're genuinely humble and seek out other views. They have a partnership based on trust that sets the standard for all the relationships within Afterpay. They are truly a unique combination. This leads me to their families. It would be a glaring omission not to recognize Ant and Nick's families as a key part of the Afterpay story. Their advice, support, plain speaking, their principles and values have been part of every discussion and decision since day one. Ant and Nick wouldn't be who they are without the influence of their families, and Afterpay wouldn't be what it is without Nick and Ant. For me, it's been an absolute privilege to have been part of this amazing company. Subject to receipt of approval by Bank of Spain, this meeting heralds the close of this chapter on Afterpay as a standalone company. The innovation, customer centricity, and the desire to empower an economy where everyone wins will remain. Like you, I can't wait to see the next phase of the company's evolution. On behalf of the board, thank you for your attendance today and your support of Afterpay. I declare the meeting closed.
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