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SCHEME OF ARRANGEMENT

Access the Scheme Booklet here

Access the Scheme Meeting Online here

Access the Scheme Meeting Results here

Access the Scheme Implementation Agreement here

Scheme overview

In relation to the proposed acquisition of The Reject Shop Limited (The Reject Shop or Reject Shop) by Dollarama International Inc., a direct wholly-owned Canadian subsidiary of Dollarama Inc., the Federal Court of Australia made orders on 16 May 2025:

  • that The Reject Shop convene and hold a meeting of Reject Shop shareholders to consider and vote on the Scheme (Scheme Meeting); and
  • approving the distribution of an explanatory statement providing information about the Scheme, including the notice of meeting for the Scheme Meeting (Scheme Booklet).

The Scheme Booklet sets out details of the proposed transaction and important matters relevant to your vote in relation to the Scheme. The Scheme Booklet also includes a copy of the independent expert’s report prepared by Kroll Australia Pty Ltd (Independent Expert) and the notice of meeting for the Scheme Meeting.

Recommendation of The Reject Shop Board

The Reject Shop Board unanimously recommends that Reject Shop shareholders vote in favour of the Scheme at the Scheme Meeting, 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 Reject Shop shareholders and not subsequently changing that conclusion to be that the Scheme is not in the best interests of Reject Shop shareholders. In noting the unanimous recommendation of The Reject Shop Board, Reject Shop shareholders should, when considering how to vote on the Scheme and the recommendation of The Reject Shop Board in respect of the Scheme, have regard to the interests of Reject Shop Directors which are set out in Section 5.5 of the Scheme Booklet.

Subject to these qualifications, all Directors of The Reject Shop have also confirmed that they will vote all of The Reject Shop shares held or controlled by them in favour of the Scheme.

Major shareholder voting intention

The Reject Shop’s largest shareholder, Kin Group Pty Ltd (Kin Group) which, through its wholly-owned subsidiary, Bennamon Pty Ltd, controls approximately 20.7% of Reject Shop shares on issue as at the date of the Scheme Booklet, has informed The Reject Shop Board that it intends to vote all Reject Shop shares held or controlled by it 2 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 Reject Shop shareholders and not subsequently changing that conclusion to be that the Scheme is not in the best interests of Reject Shop shareholders. This refers to all Reject Shop shares held or controlled by Kin Group at the date of the Scheme Implementation Agreement, and any Reject Shop shares acquired, or which become controlled, by Kin Group between the date of the Scheme Implementation Agreement and the date of the Scheme Meeting.

Shareholder information line

Reject Shop shareholders who have any questions relating to the Scheme or the Scheme Booklet should contact The Reject Shop shareholder information line on 1300 420 709 (for callers within Australia) or +61 1300 420 709 (for callers outside Australia) between 8.30am and 5.30pm (AEST) Monday to Friday (excluding public holidays).

Information in relation to the Scheme Meeting can be found in the links below:

How to vote

The Scheme can only be implemented if:

  • it is approved by Reject Shop shareholders by the requisite majorities at the Scheme Meeting;
  • it is approved by the Court at the Second Court Hearing; and
  • the conditions to the Scheme are satisfied or waived (where capable of waiver).

Reject Shop shareholders who are registered on The Reject Shop share register at 2.30pm (AEST) on Saturday, 21 June 2025 will be entitled to attend and vote at the Scheme Meeting.

The Scheme Meeting is scheduled to be held virtually at 2.30pm (AEST) on Monday, 23 June 2025 at https://meetings.openbriefing.com/agm/TRS25/register. Reject Shop shareholders can vote during the virtual Scheme Meeting or alternatively they can submit a proxy form:

  • by mail to: The Reject Shop Limited, C/- MUFG Corporate Markets (AU) Limited, Locked Bag A14, Sydney South NSW 1235 Australia;
  • by fax to: +61 2 9287 0309;
  • by hand delivery during business hours to: MUFG Corporate Markets (AU) Limited, Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150; or
  • online via: au.investorcentre.mpms.mufg.com.

Proxy forms (and, if applicable, an original certified copy of the authority under which it is signed) must be submitted by 2.30pm (AEST) on Saturday, 21 June 2025.

Frequently asked questions

Please refer to the Scheme Booklet for a comprehensive list of frequently asked questions.

Key dates

The table below sets out the key dates relating to the Scheme.

Event Time and Date
First Court Date

10.15am (AEST) on Friday, 16 May 2025

Date of this Scheme Booklet

Friday, 16 May 2025

Special Dividend announcement date

Special Dividend determined and announced to the ASX

By Thursday, 19 June 2025

Receipt of proxy forms

Latest time and date for receipt of proxy forms or powers of attorney by The Reject Shop share registry for the Scheme Meeting

2.30pm (AEST) on Saturday, 21 June 2025

Voting eligibility

Time and date for determining eligibility to vote at the Scheme Meeting

2.30pm (AEST) on Saturday, 21 June 2025

Scheme Meeting

2.30pm (AEST) on Monday, 23 June 2025

If the Scheme is approved by Reject Shop shareholders
Second Court Date

Court hearing to approve the Scheme

10.15am (AEST) on Monday, 30 June 2025

Effective Date

Court order lodged with ASIC and announced to the ASX

Last date of trading in Reject Shop shares – Reject Shop shares will be suspended from trading on the ASX from close of trading

Tuesday, 1 July 2025

Special Dividend Record Date

For determining entitlements to the Special Dividend if the Board determines to pay any Special Dividend

7.00pm (AEST) on Monday, 7 July 2025

Special Dividend Payment Date

If The Reject Shop Board determines to pay any Special Dividend

Monday, 14 July 2025

Scheme Record Date

For determining entitlements to Scheme Consideration

7.00pm (AEST) on Tuesday, 15 July 2025

Implementation Date

Payment of Scheme Consideration to Reject Shop shareholders

Tuesday, 22 July 2025

All times and dates in the above table are references to the time and date in Melbourne, Australia unless otherwise indicated and all such times and dates are subject to change. In particular, the date of the Scheme Meeting may be postponed or adjourned, including if satisfaction of a condition is delayed, pursuant to the terms of the Scheme Implementation Agreement. Certain times and dates are conditional on the approval of the Scheme by Reject Shop shareholders and by the Court. Any changes will be announced by The Reject Shop to the ASX.