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1 3 May 2016 Pre-quotation disclosure The following information is provided to ASX for release to the market in connection with the official quotation and deferred settlement trading of the fully paid ordinary shares in Afterpay Holdings Limited (Afterpay). Capitalised terms which have not been otherwise defined in this document have the meaning given to them in the replacement prospectus lodged by Afterpay with the Australian Securities and Investments Commission on 14 April 2016 (Prospectus). 1. Close of the Offer and funds received The Offer under the Prospectus closed on 26 April 2016 and the issue of 25,000,000 fully paid ordinary shares at an issue price of $1.00 per share has been completed. Afterpay confirms that it has received cleared funds for the complete amount of the issue price of every security issued to every successful Applicant for securities under the Prospectus. 2. Basis for allocation and procedures for determining allocations The basis of allocation and the procedures by which Applicants may determine their precise allocation of shares are described in the attached advertisement see Attachment 1. This advertisement will be published in the 4 May 2016 edition of the Australian Financial Review and The Australian. As stated in the attached advertisement, Applicants can confirm their allocation of shares, or make general enquiries regarding the Offer by contacting Afterpay's Offer Information Line on (toll free within Australia) between 9.00am and 5.00pm (Melbourne time), Monday to Friday. 3. Number of shares issued under the Offer The number of shares that have been issued under each part of the Offer is: (a) Institutional Offer: 13,930,000 (b) Broker Firm Offer: 10,250,000 (c) General Offer: 820, Shareholder spread There are 575 shareholders (excluding holders of restricted securities), each having a parcel of shares with a value of at least $2,000 at the offer price of $1.00 per share. At least 25% of Afterpay's shares are held by persons who are not related parties of the company. Attachment 2 sets out the 20 largest holders of shares (being the only class of securities to be quoted), and distribution schedule. 5. Dispatch date The intended date for the dispatch of CHESS allotment notices and issuer sponsored holding statements is Thursday, 5 May The intended date for dispatch of any refund money is also Thursday, 5 May AFTERPAY HOLDINGS LIMITED ACN Level 16, 380 LaTrobe Street, Melbourne, Victoria 3000 T: + 61 (0) F: + 61 (0) W: E: info@afterpay.com.au

2 6. Restricted securities Attachment 3 sets out the shares and options subject to ASX restrictions, and the applicable restriction periods. In addition, voluntary escrow applies as set out in the Prospectus. 7. Terms and conditions of options on issue As at the date of the Prospectus, Afterpay has on issue 14,475,000 Options granted under the Afterpay Employee Option Plan (Plan), the rules of which are separately released to ASX, to eligible employees, contractors or directors. Of the 14,475,000 Options on issue: (a) (b) 10,725,000 Options have an exercise price of $0.20 per Option; and 3,750,000 Options have an exercise price of $1.00 per Option. All Options will expire on 31 December 2020 if not exercised. The Options are generally subject to vesting conditions under the Plan requiring continued employment, with vesting to occur in three separate tranches over a three year period. The Company has a discretion under the Plan Rules to waive vesting conditions. Subject to the occurrence of certain circumstances including permanent disablement or death, if an Optionholder ceases to be employed by, contracted by, or a director of a Group Company, all Options will be dealt with in the Board's absolute discretion. Where there is a change of control, Options that are on issue and have not expired will automatically vest. Adjustments to the number of Options, the exercise price of options, or both will be made in order to comply with ASX Listing Rules in the event of a reorganisation of capital or bonus issue. The Plan contains other customary and usual terms for dealing with the administration, amendment, suspension and termination of the Plan. Sophie Karzis Company Secretary 2

3 Attachment 1 Advertisement of basis of allocations IMPORTANT NOTICE TO ALL APPLICANTS UNDER THE AFTERPAY HOLDINGS LIMITED ("AFTERPAY") INITIAL PUBLIC OFFERING OF ORDINARY SHARES ("OFFER") The initial public offering of ordinary shares ("Shares") in Afterpay Holdings Limited closed at 5.00pm (Melbourne time) on Tuesday, 26 April OFFER DETAILS As set out in the Prospectus, Afterpay offered 25 million Shares to investors under the Offer at $1.00 per Share. 13,930,000 Shares were allotted under the Institutional Offer, 10,250,000 Shares were allotted under the Broker Firm Offer and 820,000 Shares were allotted under the General Offer. ALLOCATION POLICY Institutional Offer The allocation of Shares among Applicants under the Institutional Offer was determined by the Joint Lead Managers in agreement with Afterpay. Successful Applicants have been advised of their allocation of Shares, if any, by the Joint Lead Managers. Broker Firm Offer Shares that were allocated to Brokers for allocation to their Australian resident retail clients have been issued to the Applicants nominated by those Brokers. It was a matter for each Broker as to how they allocated Shares among their retail clients, and they (and not Afterpay or the Joint Lead Managers) are responsible for ensuring that retail clients who have received a firm allocation from them receive the relevant Shares. Applicants under the Broker Firm Offer wishing to confirm their allocations should contact their Broker. Applicants whose Applications are not accepted, or who are allocated a lesser number of Shares than the amount applied for, will be mailed a refund (without interest) of all or part of their Application Monies, as applicable. General Offer The allocation of Shares among Applicants under the General Offer was at the absolute discretion of Afterpay. Afterpay reserved the right not to issue any Shares to Applicants under the General Offer and reject any Application or allocate a lesser number of Shares than those applied for. Applicants under the General Offer may confirm their allocations by phoning Afterpay's Offer Information Line. DEFERRED SETTLEMENT TRADING Shares are expected to commence trading on ASX today, Wednesday, 4 May 2016 at approximately 12 noon (Melbourne time), on a deferred settlement basis, under the ASX code of "AFY". Trading in Shares on ASX will continue on a deferred settlement basis until dispatch of CHESS allotment notices and issuer sponsored holding statements, which will occur Thursday, 5 May Normal trading is expected to commence on Friday, 6 May All Applicants are responsible for determining and confirming the number of Shares allocated to them prior to selling any Shares. Applicants who sell Shares before receiving their allotment confirmation do so at their own risk. HOLDING STATEMENTS AND REFUND CHEQUES Holding Statements stating the number of Shares issued to each successful Applicant are expected to be dispatched by Thursday, 5 May Any refunds are also expected to be dispatched by this.

4 FURTHER INFORMATION Applicants with questions regarding the Offer should contact Afterpay's Offer Information Line on (toll free within Australia) between 9.00am and 5.00pm (Melbourne time), Monday to Friday. Unless otherwise specified, capitalised terms in this notice have the same meaning given to them in the Replacement Prospectus dated 14 April 2016.

5 Attachment 2 Top 20 shareholders and distribution schedule

6 AFTERPAY HOLDINGS LTD FULLY PAID ORDINARY SHARES As of 03 May 2016 Top Holders Snapshot - Ungrouped Composition : ES1, ES2, ES3, ES4, ORD Rank Name Address Units % of Units 1. TOUCH AUSTRALIA PTY LTD 50,000, ANTHONY MATHEW EISEN 25,000, NICHOLAS MOLNAR PTY LTD <NICHOLAS DAVID FAMILY A/C> 25,000, SIDEREAL HOLDINGS INC 5,500, RBC INVESTOR SERVICES AUSTRALIA PTY LIMITED <VFA A/C> FIFTY-SECOND CELEBRATION PTY LTD <MCBAIN FAMILY MARGIN A/C> RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED <BKCUST A/C> 4,000, ,500, ,000, FIONA KATE HANCOCK 2,500, RONALD LANGLEY 2,500, MERCANTILE INVESTMENT COMPANY LTD 2,500, J P MORGAN NOMINEES AUSTRALIA LIMITED 1,870, ROCKET SCIENCE PTY LTD <TROJAN CAPITAL FUND ML A/C> 1,500, SILVAN BOND PTY LTD 1,500, WILBOW GROUP PTY LTD <WILBOW GROUP A/C> 1,500, BODHI INVESTMENT LTD 1,250, Page 1 of 2

7 Rank Name Address Units % of Units 16. BUDUVA PTY LTD <BASKERVILLE SUPER FUND A/C> 1,250, ACCBELL NOMINEES PTY LTD 1,131, CLIFRO PTY LTD <CLIFRO A/C> 1,000, CVC LIMITED 1,000, JAY EVEN DALE HUGHES <INKESE FAMILY A/C> 1,000, Totals: Top 20 holders of FULLY PAID ORDINARY SHARES 136,502, Total Remaining Holders Balance 28,497, Page 2 of 2

8 AFTERPAY HOLDINGS LTD FULLY PAID ORDINARY SHARES As of 03 May 2016 Range of Units Snapshot Composition : ES1, ES2, ES3, ES4, ORD Range Total holders Units % of Issued Capital 1-1, ,001-5, , ,001-10, ,482, , , ,941, ,001-9,999,999, ,118, Rounding 0.00 Total ,000, Unmarketable Parcels Minimum Parcel Size Holders Units Minimum $ parcel at $ per unit Page 1 of 1

9 Attachment 3 ASX restriction schedule Class of Shareholder / optionholder Number of Securities Number of securities subject to ASX restriction Release date Reason for restriction Vendors of a classified asset 100,000,000 shares 100,000,000 shares 24 months from listing on ASX Appendix 9B (item 3) Seed capitalists who are a related parties 3,750,000 shares 3,000,000 shares 24 months from listing on ASX Appendix 9B (item 1) Cash formula applies to restrict 80% of the shareholding Seed capitalists who are not related parties or promotors 28,750,000 shares 23,000,000 shares 28/7/2016 Appendix 9B (item 2). Cash formula applies to restrict 80% of the shareholding Seed capitalists who are not related parties or promotors 7,500,000 shares 6,000,000 shares 18/8/2016 Appendix 9B (item 2). Cash formula applies to restrict 80% of the shareholding Related parties 4,300,000 unlisted options 4,300,000 unlisted options 24 months from listing on ASX Appendix 9B (item 9)