Announcement PDF 23 October 2024 Scheme Booklet registered with ASIC Auswide Bank Ltd (ASX: ABA) (Auswide or the Company) refers to its announcement made on 22 October 2024 in relation to the proposal for MyState Bank Limited (a wholly owned subsidiary of MyState Limited (ASX:MYS)) to acquire 100% of the fully paid ordinary shares in Auswide by way of a scheme of arrangement (Scheme), and the orders made by the Supreme Court of New South Wales that Auswide convene and hold a meeting of Auswide shareholders to consider and vote on the Scheme (Scheme Meeting) and approving the distribution to Auswide shareholders of an explanatory statement providing information about the Scheme and notice of Scheme Meeting (Scheme Booklet). Scheme Booklet Auswide confirms that the Scheme Booklet has today been registered with the Australian Securities and Investments Commission (ASIC). A copy of the Scheme Booklet is attached to this announcement and will be made available online at www.auswidebank.com.au. The Scheme Booklet will also be sent to Auswide shareholders as follows: • shareholders who have elected to receive communications electronically from Auswide will receive an email containing instructions about how to access or download an electronic copy of the Scheme Booklet and to lodge their proxy form; • shareholders who have elected to receive communications in hard copy from Auswide will receive a letter (by post) with a physical copy of the Scheme Booklet and a personalised proxy form; and • all other shareholders will receive a notice and access letter (by post) containing instructions about how to access or download an electronic copy of the Scheme Booklet and to lodge their proxy form. Auswide shareholders should read the Scheme Booklet in its entirety before deciding whether to vote in favour of the Scheme. Independent Expert’s Report The Scheme Booklet includes a copy of the independent expert’s report prepared by Kroll Australia Pty Ltd (Independent Expert). The Independent Expert has concluded that the Scheme, taking into consideration the implications of the merger proposal as a whole, is in the best interests of Auswide shareholders, in the absence of a superior proposal. The Independent Expert's conclusion should be read in context of the full Independent Expert's Report and the Scheme Booklet. Auswide Board Recommendation The Auswide Directors unanimously recommend that you vote in favour of the Scheme, in the absence of a superior proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Auswide shareholders. Subject to the same qualifications, each Auswide Director who holds or controls Auswide Shares intends to vote, or procure the voting of, all Auswide Shares which they hold or control in favour of the Scheme. Scheme Meeting Auswide’s shareholders will be asked to vote on the Scheme at 11.00am (AEDT) (10.00am Queensland time) on Monday, 2 December 2024. The Scheme Meeting will be held in person at the Christie Spaces Conference Centre, Level 1, 320 Adelaide Street, Brisbane, Queensland 4000 and via the online platform https://meetnow.global/MQDTYD7. All registered Auswide shareholders as at 11.00am (AEDT) (10.00am Queensland time) on Saturday, 30 November 2024 will be eligible to vote at the Scheme Meeting. All Auswide shareholders are encouraged to vote either by completing and returning the proxy form or alternatively by attending the Scheme Meeting in person, attending online or by proxy, attorney or body corporate representative. The Scheme Booklet provides information on how to lodge your proxy form (if applicable). You should carefully read the Scheme Booklet in its entirety before making any decision in relation to the Scheme. You should also seek independent legal, financial, taxation or other professional advice before making an investment decision regarding your Auswide shares. Shareholder Information Line If you have any questions regarding the Scheme or the Scheme Booklet, you should contact the Auswide Shareholder Information Line on 1300 271 819 (within Australia) or +61 3 9415 4812 (outside Australia) on Monday to Friday (excluding public holidays in Australia) between 8.30am and 5.00pm (AEDT) or visit www.auswidebank.com.au. This announcement has been authorised by the Company Secretary. Doug Snell Managing Director +61 0414 887 659 dnsell@auswidebank.com.au Bill Schafer BCom CA Chief Financial Officer and Company Secretary +61 7 4150 4075 bschafer@auswidebank.com.au About Auswide Bank Ltd Auswide Bank became Australia’s tenth and Queensland’s third Australian owned bank, listed and trading on the ASX, on April 1, 2015. The company had operated as a building society since 1966. Auswide Bank has an Australian Credit Licence and an Australian Financial Services Licence issued by ASIC and is an Authorised Deposit-taking Institution prudentially supervised by the Australian Prudential Regulation Authority. Auswide Bank offers Australians an extensive range of personal and business banking products & services issued directly or in partnership with leading service providers via an omni-channel distribution strategy which includes branches, strategic relationships and online & digital channels. Scheme Booklet In relation to a proposal from MyState Bank Limited ACN 067 729 195 to acquire all of the ordinary shares in Auswide Bank Ltd ACN 087 652 060 VOTE IN FAVOUR The Auswide Directors unanimously recommend that you vote in favour of the Scheme in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Auswide Shareholders Financial Advisers Legal Adviser This is an important document and requires your immediate attention. You should read it carefully and in its entirety before deciding whether or not to vote in favour of the Scheme. If you are in doubt as to what you should do, you should consult your legal, financial or other professional adviser. If you have recently sold all your Auswide Shares, please ignore this Scheme Booklet. Auswide has established a Shareholder Information Line which you should call if you have any questions in relation to the Scheme. The telephone number for the Shareholder Information Line is 1300 271 819 (within Australia) and +61 3 9415 4812 (outside Australia). The Shareholder Information Line is open between Monday and Friday (excluding public holidays in Australia) from 8.30am to 5.00pm (AEDT) until 25 December 2024. Important Notices General This Scheme Booklet is important. Auswide Shareholders should carefully read this Scheme Booklet in its entirety before deciding how to vote on the resolution to be considered at the Scheme Meeting. If you are in doubt as to what you should do, you should consult your broker or financial, tax, legal or other professional adviser. Purpose of this Scheme Booklet The purpose of this Scheme Booklet is to explain the terms of the Scheme, being the proposed acquisition of all Auswide Shares by MyState Bank, and the manner in which the Scheme will be considered and implemented (if all the Conditions Precedent to the Scheme are satisfied or, if permitted, waived). This Scheme Booklet also provides the information as is prescribed or otherwise material to the decision of Auswide Shareholders whether or not to approve the Scheme and includes the explanatory statement required to be sent to Auswide Shareholders under Part 5.1 of the Corporations Act in relation to the Scheme. A copy of the Scheme is set out in Annexure C. This Scheme Booklet does not constitute or contain an offer to Auswide Shareholders, or a solicitation of an offer from Auswide Shareholders, in any jurisdiction. This Scheme Booklet is not a disclosure document required by Chapter 6D of the Corporations Act. Subsection 708(17) of the Corporations Act provides that Chapter 6D of the Corporations Act does not apply in relation to arrangements under Part 5.1 of the Corporations Act approved at a meeting held as a result of an order under subsection 411(1) of the Corporations Act. Instead, Auswide Shareholders asked to vote on an arrangement at such a meeting, being the Scheme Meeting, must be provided with an explanatory statement as referred to above. If you have sold all of your Auswide Shares, please disregard this Scheme Booklet. Responsibility for information The information contained in this Scheme Booklet, other than the MyState Information, the Independent Expert’s Report (or references to the Independent Expert’s analysis or conclusions), the Investigating Accountant’s Limited Assurance Report and any other report or opinion prepared by an external adviser of Auswide, has been prepared by Auswide and is the responsibility of Auswide. None of MyState, its directors, officers, employees or advisers assume any responsibility for the accuracy or completeness of the Auswide Information. The MyState Information has been prepared by MyState and is the sole responsibility of MyState. None of Auswide, its directors, officers, employees or advisers assume any responsibility for the accuracy or completeness of the MyState Information. The MyState Information, including the intentions, views and opinions of MyState, has been prepared by MyState and is the responsibility of MyState. Kroll Australia Pty Ltd has prepared the Independent Expert’s Report in relation to the Scheme contained in Annexure A and takes responsibility for that report. None of Auswide, MyState and their respective directors, officers, employees and advisers (which, to avoid doubt, excludes the Independent Expert) assume any responsibility for the accuracy or completeness of the Independent Expert’s Report, except in the case of Auswide and MyState, in relation to the information which it has respectively provided to the Independent Expert for the purposes of preparing the Independent Expert’s Report. The Investigating Accountant has prepared the Investigating Accountant’s Limited Assurance Report in relation to the Scheme contained in Annexure B and takes responsibility for that report. None of Auswide, MyState and their respective directors, officers, employees or advisers, (which to avoid doubt, excludes the Investigating Accountant) assume any responsibility for the accuracy or completeness of the Investigating Accountant’s Limited Assurance Report. i Auswide Bank Ltd Scheme Booklet No person consenting to be named in this Scheme Booklet has withdrawn their consent to be named before the date of this Scheme Booklet. ASIC and ASX A copy of this Scheme Booklet (including the Independent Expert’s Report and the Investigating Accountant’s Limited Assurance Report) was provided to ASIC under section 411(2) of the Corporations Act and registered by ASIC under section 412(6) of the Corporations Act. ASIC has been given the opportunity to comment on this Scheme Booklet in accordance with section 411(2) of the Corporations Act. ASIC has been requested to provide a statement, in accordance with section 411(17)(b) of the Corporations Act, that ASIC has no objection to the Scheme. If ASIC provides that statement, it will be produced to the Court at the time of the hearing on the Second Court Date. Neither ASIC nor any of its officers take any responsibility for the contents of this Scheme Booklet. A copy of this Scheme Booklet has been lodged with ASX. Neither ASX nor its officers take any responsibility for the contents of this Scheme Booklet. Court The Court is not responsible for the contents of this Scheme Booklet and, in ordering that the Scheme Meeting be held, the Court does not in any way indicate that the Court has approved or will approve the terms of the Scheme. An order of the Court under section 411(1) of the Corporations Act is not an endorsement of, or any other expression of opinion on, the Scheme. Forward-looking statements This Scheme Booklet contains both historical and forward-looking statements. The forward-looking statements in this Scheme Booklet are not based on historical facts, but rather reflect the current views of Auswide and the Auswide Directors or, in relation to the MyState Information, MyState and the MyState Directors, held only as at the date of this Scheme Booklet concerning future results and events and generally may be identified by the use of forward-looking words or phrases such as “believe”, “aim”, “expect”, “anticipated”, “intending”, “foreseeing”, “likely”, “should”, “planned”, “may”, “estimated”, “potential”, or other similar words and phrases. Similarly, statements that describe Auswide’s, MyState’s or the Merged Group’s respective objectives, intentions, plans, goals or expectations are or may be forward-looking statements. The statements in this Scheme Booklet about the impact that the Scheme may have on the results of the Merged Group’s business and operations, and the advantages and disadvantages anticipated to result from the Scheme, are also forward-looking statements. Any forward-looking statements included in this Scheme Booklet and made by Auswide or by MyState (as applicable) have been made on reasonable grounds and reflect present intentions as at the date of this Scheme Booklet and may be subject to change, and no assurance can be given that such views will prove to have been correct. These forward-looking statements may not be based on historical facts, and they involve known and unknown risks, uncertainties, assumptions and other factors that may cause the Merged Group’s actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed, projected or implied by these forward-looking statements (whether or not the Scheme is implemented). Such risks, uncertainties, assumptions and other factors include, among other things, general economic conditions, exchange rates, interest rates, commodity prices, competitive pressures, selling price, market demand and changes to the operational and regulatory environment of Auswide, MyState and the Merged Group. These forward-looking statements and information are based on numerous assumptions regarding present and future business strategies, and the environment in which the Merged Group will operate in the future, including anticipated costs and the ability to achieve objectives and strategies. Deviations as to future results, performance and achievements are both normal and to be expected. Auswide Shareholders should note that the historical financial performance of Auswide is no assurance of the future financial performance of Auswide (whether or not the Scheme is implemented) or the Merged Group. Financial information The forward-looking statements included in this Scheme Booklet are made only as at the date of this Scheme Booklet. Other than as required by law, none of Auswide, MyState or any of their respective directors, officers, employees or advisers give any representation, warranty, assurance or guarantee to Auswide Shareholders that any forward-looking statements will actually occur or be achieved. Auswide Shareholders are cautioned not to place undue reliance on such forward-looking statements. Auswide and MyState have included this non-IFRS financial information because they believe that it provides Auswide Shareholders with additional relevant information. The non-IFRS financial information does not have a standardised meaning prescribed by the Australian Accounting Standards (AAS) or International Financial Reporting Standards (IFRS) and therefore may not be comparable to similarly titled measures presented by other entities, nor should it be construed as an alternative to other financial measures determined in accordance with AAS or IFRS. You are cautioned, therefore, not to place undue reliance on any non-IFRS financial information included in this Scheme Booklet. All subsequent written and oral forward-looking statements attributable to Auswide or MyState, or any person acting on their behalf, are qualified by this cautionary statement. Subject to any continuing obligations under law or the Listing Rules, Auswide and MyState do not give any undertaking to update or revise any forward-looking statements after the date of this Scheme Booklet to reflect any change in expectations in relation to those statements or any change in events, conditions or circumstances on which any such statement is based. No investment advice This Scheme Booklet does not constitute financial product advice and has been prepared without reference to the investment objectives, financial situation, taxation position or particular needs of any individual Auswide Shareholders or any other person. This Scheme Booklet should not be relied upon as the sole basis for any investment decision in relation to the Scheme or your Auswide Shares. Before making an investment decision in relation to the Scheme or your Auswide Shares, including any decision to vote for or against the Scheme, you should consider, with or without the assistance of a financial adviser, whether that decision is appropriate in the light of your particular investment needs, objectives, taxation position and financial circumstances. If you are in any doubt about what you should do, you should consult your legal, financial or other professional adviser before making any investment decision in relation to the Scheme or your Auswide Shares. Foreign jurisdictions and Auswide Shareholders outside Australia This Scheme Booklet complies with the disclosure requirements applicable in Australia, which may be different to those in other countries. The release, publication or distribution of this Scheme Booklet in jurisdictions other than Australia may be restricted by law or regulation in such other jurisdictions and persons outside of Australia who come into possession of this Scheme Booklet should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable laws or regulations. This Scheme Booklet has been prepared in accordance with the laws of Australia and the information in this Scheme Booklet may not be the same as that which would have been disclosed if this Scheme Booklet had been prepared in accordance with the laws and regulations of a jurisdiction outside of Australia. This Scheme Booklet and the Scheme do not in any way constitute an offer of securities in any place in which, or to any person to whom, it would not be lawful to make such an offer. See section 9.8 for further information. Financial information in this Scheme Booklet has been prepared in accordance with Australian International Financial Reporting Standards (AIFRS) and is presented in an abbreviated form and does not contain all the disclosures that are usually provided in an annual report prepared in accordance with the Corporations Act. Investors should be aware that financial information in this Scheme Booklet includes “non-IFRS financial information” under ASIC Regulatory Guide 230 Disclosing non-IFRS financial information published by ASIC. Taxation implications of the Scheme Section 8 provides a general outline of the Australian income tax, CGT, GST and stamp duty consequences for Auswide Shareholders who dispose of their Auswide Shares to MyState in accordance with the Scheme. It does not purport to be a complete analysis or to identify all potential tax consequences nor is it intended to replace the need for specialist tax advice in respect of the particular circumstances of individual Auswide Shareholders. Auswide Shareholders who are subject to taxation outside Australia should also consult their tax adviser as to the applicable tax consequences of the Scheme in the relevant jurisdiction. Privacy and personal information Auswide and the Auswide Share Registry may collect personal information in the process of implementing the Scheme. The personal information may include the names, addresses, contact details and security holdings of Auswide Shareholders and the contact details of persons appointed by Auswide Shareholders as proxies, attorneys or corporate representatives at the Scheme Meeting. The collection of some of this personal information is required or authorised by the Corporations Act. Personal information is held on the public register in accordance with Chapter 2C of the Corporations Act. The primary purpose of collecting this personal information is to assist Auswide in the conduct of the Scheme Meeting and to enable the Scheme to be implemented by Auswide in the manner described in this Scheme Booklet. The personal information may be disclosed to MyState’s Share Registry, print and mail service providers, authorised securities brokers and any other service provider to the extent necessary to effect the Scheme. If the information outlined above is not collected, Auswide may be hindered in, or prevented from, conducting the Scheme Meeting and implementing the Scheme. Auswide Shareholders who are individuals and the other individuals in respect of whom personal information is collected as outlined above have certain rights to access the personal information collected in relation to them. Such individuals should contact the Auswide Share Registry on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) if they wish to exercise these rights. Auswide Shareholders who appoint a named person to act as their proxy, attorney or corporate representative should ensure that they inform that person of the matters outlined above. The Privacy Policy of Auswide and the Auswide Share Registry are available at https://www.auswidebank.com.au/ and www.computershare.com and contains information about how an individual may access personal information about the individual that is held by Auswide and the Auswide Share Registry, seek the correction of such information or make a privacy related complaint and how such a compliant will be dealt with. Australian disclosure requirements and AIFRS may differ from those applicable in other jurisdictions. Auswide Bank Ltd Scheme Booklet 1 Important Notices Notice of Scheme Meeting The Notice of Scheme Meeting is set out in Annexure E. The proxy form for the Scheme Meeting also accompanies this Scheme Booklet. Depending on the nature and timing of the changed circumstances, and subject to compliance with any relevant laws and/or obtaining any relevant approvals, Auswide may circulate and publish any supplementary document by: The purpose of the Scheme Meeting is to consider and, if thought fit, pass the Scheme Resolution by the Requisite Majorities. y making an application to the Court for a direction as to what is appropriate in the circumstances; A copy of the Scheme and a copy of the explanatory statement required by section 412 of the Corporations Act 2001 (Cth) in relation to the Scheme are contained in this Scheme Booklet, of which the notice forms part. The explanatory statement contains important information on the Scheme, to enable Auswide Shareholders to make an informed voting decision. y making an announcement to the ASX; Notice of Second Court Hearing y sending the supplementary document to Auswide Shareholders at their address shown on the Auswide Register, or by email for Auswide Shareholders who have elected to receive communications electronically. The date of the Second Court Hearing is currently expected to be at 9.15am (AEDT) on 6 December 2024. The hearing will be at the NSW Supreme Court located at 184 Phillip St, Sydney NSW 2000. Any Auswide Shareholder has the right to appear and be heard at the Second Court Hearing and may oppose the approval of the Scheme at the Second Court Hearing. If you wish to appear in this manner, you must file and serve on Auswide a notice of appearance, in the prescribed form, together with any affidavit on which you wish to rely at the Second Court Hearing. The notice of appearance and affidavit must be served on Auswide at its address for service at least one day before the Second Court Date. The address for service for Auswide is: Level 61, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000 (Attention: Alexander Morris). Auswide and MyState websites The content of Auswide and MyState’s respective websites do not form part of this Scheme Booklet and Shareholders should not rely on their content. y posting a statement on Auswide’s website at www.auswidebank.com.au; y placing an advertisement in a prominently published newspaper which is circulated generally throughout Australia; and/or Questions Auswide has established an Auswide Shareholder Information Line which you should call if you have any questions or require further information. The telephone number is 1300 271 819 (within Australia) or +61 3 9415 4812 (outside Australia). The Auswide Shareholder Information Line is open between Monday and Friday (excluding public holidays in Australia) from 8.30am to 5.00pm (AEDT). Auswide Shareholders should consult their legal, financial or other professional adviser before making any decision regarding the Scheme. Interpretation Any diagrams, graphs and tables appearing in this Scheme Booklet are illustrative only and may not be drawn to scale. Unless otherwise stated, all data contained in charts, graphs and tables is based on information available at the date of this Scheme Booklet. All numbers are rounded unless otherwise indicated. Any references in this Scheme Booklet to a website is a textual reference for information only and no information in any website forms part of this Scheme Booklet. The financial amounts in this Scheme Booklet are expressed in Australian currency, unless stated otherwise. Unless otherwise specified, all references to $, A$, AUD and cents are references to Australian currency, unless otherwise stated. Supplementary information Times and Dates Auswide will issue a supplementary document to this Scheme Booklet if it becomes aware, between the date of lodgement of this Scheme Booklet for registration by ASIC and the Effective Date: y that a material statement in this Scheme Booklet is false or misleading in a material respect; y that there is a material omission from this Scheme Booklet; y of a significant change affecting a matter included in this Scheme Booklet has occurred; or y of a significant new matter that has arisen which would have been required to be included in this Scheme Booklet if it had arisen before the date of lodgement of this Scheme Booklet for registration by ASIC. The form which the supplementary document may take will depend on the nature and timing of the new or changed circumstances. 2 Auswide Bank Ltd Scheme Booklet All references to times in this Scheme Booklet are references to Australian Eastern Daylight Time (AEDT), unless otherwise stated. All dates following the Scheme Meeting referred to in this Scheme Booklet are indicative only and, among other things, are subject to the satisfaction or (if permitted) waiver of the Conditions Precedent prior to 8.00am (AEDT) on the Second Court Date. Date This Scheme Booklet is dated 23 October 2024. Contents Important Notices i Important Dates 5 Chair’s Letter 6 Key information about the Scheme 9 1. 12 Matters relevant to your vote on the Scheme 2. Q&A21 3. Details of the Scheme 32 4. Information on Auswide 43 5. Information on MyState Group 55 6. Overview of the Merged Group 82 7. Risk Factors 95 8. Tax implications of the Scheme 114 9. Additional information 120 10. Glossary131 Annexure A Independent Expert’s Report 141 Annexure B Investigating Accountant’s Limited Assurance Report 247 Annexure C Scheme of Arrangement 258 Annexure D Deed Poll 285 Annexure E Notice of Scheme Meeting 326 Annexure F Online Meeting Guide 331 Annexure G Sample Scheme Meeting Proxy Form 334 Auswide Bank Ltd Scheme Booklet 3 4 Auswide Bank Ltd Scheme Booklet Important Dates 11.00am (AEDT) (10.00am Queensland time), Saturday, 30 November 2024 Proxy Forms for Scheme Meeting 11.00am (AEDT) (10.00am Queensland time), Saturday, 30 November 2024 Eligibility to Vote at Scheme Meeting 11.00am (AEDT) (10.00am Queensland time), Monday, 2 December 2024 Scheme Meeting Latest time and date for receipt of proxy forms for Scheme Meeting (including proxies lodged online), power of attorney or certificates of appointment of body corporate representatives received by the Auswide Share Registry for the Scheme Meeting Time and date for determining eligibility to vote at the Scheme Meeting Shareholders’ meeting to vote on the Scheme. Further details relating the Scheme Meeting are set out in the Notice of Scheme Meeting in Annexure E If the Scheme is approved by Auswide Shareholders Friday, 6 December 2024 Second Court Date Second Court Hearing for approval of the Scheme Monday, 9 December 2024 Effective Date Court order is lodged with ASIC and Scheme takes effect and last day of trading in Auswide Shares Close of trading on Monday, 9 December 2024 Suspension from Trading Tuesday, 10 December 2024 New MyState Shares commence trading on a deferred settlement basis Suspension of Auswide Shares from trading on ASX New MyState Shares expected to commence trading on a deferred settlement basis 7.00pm (AEDT) (6.00pm Queensland time) on Wednesday, 11 December 2024 Record Date Wednesday, 18 December 2024 Implementation Date Thursday, 19 December 2024 New MyState Shares commence trading on a normal settlement basis Friday, 20 December 2024 Dispatch of holding statements for New MyState Shares Record date for determining entitlement to receive Scheme Consideration Date the Scheme will be implemented and Scheme Consideration will be paid to Scheme Participants First day of trading in New MyState Shares on ASX on a normal settlement basis Issue of holding statements (or equivalent documents) to Scheme Participants (other than Ineligible Forei