Scheme Meeting

The Scheme Booklet is intended to help you to consider and decide on how to vote on the Scheme at the Scheme Meeting.

The Scheme is a scheme of arrangement between Newcrest and the Scheme Shareholders.

A “scheme of arrangement” is a statutory procedure in the Corporations Act that is commonly used in transactions in Australia that may result in a change of ownership or control of a company. In addition to requiring court approval, schemes of arrangement require a shareholder vote in favour of a resolution to implement the scheme of arrangement by the Requisite Majorities.

If the Scheme is implemented:

• all Scheme Shares will be transferred to Newmont Overseas;
• Newcrest will become a wholly owned indirect Subsidiary of Newmont;
• all Newcrest Shareholders as at the Scheme Record Date (whether they voted for or against the Scheme, or did not vote) will receive the Scheme Consideration, unless the shareholder is an Ineligible Foreign Shareholder;
• all Newcrest Shareholders as at the Special Dividend Record Date will receive the Special Dividend; and
• Newcrest will be delisted from the ASX, PNGX and TSX.

Details on how the Scheme will be implemented are described in section 4 of the Scheme Booklet.

Newmont, a Delaware corporation, is the world’s leading gold company and a producer of copper, silver, zinc and lead. Newmont’s common stock is listed on NYSE (under the symbol “NEM”) and TSX (under the symbol “NGT”). Newmont has a market capitalisation of approximately $31 billion as at the Last Practicable Date.

Newmont has offices in the United States, Australia, Canada, and Ghana, and its portfolio of mining assets includes operations and projects in the United States, Australia, Canada, Chile, Ghana, Mexico, Peru, Argentina, Dominican Republic and Suriname.

Newmont Overseas is an Australian proprietary company limited by shares that was incorporated on 9 May 2023 and is a wholly owned indirect Subsidiary of Newmont. Prior to the Scheme, it has not and will not conduct any business and does not currently own any assets or have any liabilities. If the Scheme is implemented, Newmont Overseas will directly hold all the shares in Newcrest.

You should take the following steps in relation to the Scheme:

• carefully read the Scheme Booklet in its entirety and seek advice if you have any questions; and
• vote on the Scheme.

The Newcrest 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 Newcrest Shareholders.

Reasons for this recommendation and other relevant considerations are set out in section 1 of the Scheme Booklet.

Each Newcrest Director will vote, or procure the voting of, any Newcrest Shares held or controlled by them at the time of the Scheme Meeting 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 Newcrest Shareholders.

The Independent Expert has concluded that the Scheme is in the best interests of Newcrest Shareholders, in the absence of a superior proposal.

The reasons why the Independent Expert reached these conclusions are set out in the Independent Expert’s Report, a copy of which is included in Annexure 1 of the Scheme Booklet. The Newcrest Directors encourage you to read this report in its entirety.

• The Scheme Consideration, when aggregated with the Special Dividend, represents an attractive premium.
• The Newcrest Directors unanimously recommend that Newcrest Shareholders 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 Newcrest Shareholders.
• The Independent Expert has concluded that the Scheme is in the best interests of Newcrest Shareholders, in the absence of a superior proposal.
• Combination of two high quality portfolios, creating a global leader in the gold sector with significant and growing exposure to copper, and an attractive jurisdictional risk profile.
• Newcrest Shareholders will gain exposure to Newmont’s portfolio and will be able to participate in any benefits of the Merged Group, including in a more diversified portfolio with increased operational flexibility and financial scale to take advantage of value accretive development opportunities, including Newcrest’s substantial growth options.
• Newmont’s expectation of value creation through realisation of synergies if achieved.
• Access to Newmont’s non-binding dividend framework,¹ which has historically enabled Newmont to maintain a high dividend yield relative to gold peers through the price cycle.
• Newcrest Shareholders at the Special Dividend Record Date are expected to receive a franked Special Dividend.²
• The Newcrest Share price may fall in the near-term if the Scheme is not implemented and in the absence of a Superior Proposal.
• Some Newcrest Shareholders may be eligible for scrip-for-scrip rollover relief.

1. ^{Refer to sections 6.7 and 7.3(d) of the Scheme Booklet for further details on Newmont’s non-binding dividend framework.}
2. ^{The franking of the Special Dividend amount is subject to change based on timing of implementation of the Scheme, business performance, finalisation of tax compliance matters relevant to the Newcrest Australian tax consolidated group, foreign exchange movements and an ATO Class Ruling. See sections 9.1(e) and 9.1(g)(2) of the Scheme Booklet for further information.}

• You may disagree with the Newcrest Directors’ unanimous recommendation and/or the conclusion of the Independent Expert.
• You may take the view that the exchange ratio does not reflect the underlying value of Newcrest’s contribution to the Merged Group.
• You may not wish to be an investor in the Merged Group and may be concerned that your exposure to Newcrest’s assets is diluted in the Merged Group.
• The risk profile of the Merged Group differs from Newcrest as a standalone entity.
• You may consider that there is potential for a Superior Proposal to be made.
• The tax consequences of the Scheme may not suit your current financial position or tax circumstances.
• The implied value of the Scheme Consideration is not fixed and will depend on the price at which Newmont Shares trade at the Implementation Date.

If the Scheme does not proceed, Newcrest will continue as a standalone entity and Newcrest Shareholders will retain their Newcrest Shares. In these circumstances, Newcrest may be subject to the risks set out in section 8.4 of the Scheme Booklet.

An investment in the Merged Group is subject to several key risks, including:

• the Merged Group failing to realise benefits, including synergies;
• integration risk;
• risks relating to the Scheme (such as transaction costs);
• risks relating to implementation of the Scheme; and
• risks relating to the Merged Group’s businesses and operations.

Further details on risks are detailed in section 8.2 of the Scheme Booklet.

If the Scheme is implemented, Newcrest Shareholders will be entitled to receive the Scheme Consideration of 0.400 Newmont Securities for each Newcrest Share held on the Scheme Record Date (currently expected to be 7.00pm (Melbourne time) on Monday, 30 October 2023)

Newcrest Shareholders who are Ineligible Foreign Shareholders will not receive Newmont Securities. Instead, they will receive their pro rata share of the Net Cash Proceeds.

Under the Scheme, Newcrest Shareholders (other than Ineligible Foreign Shareholders) who hold their Newcrest Shares on the:

• Australian Register will receive Newmont CDIs;
• PNG Register will receive Newmont PDIs; and
• Canadian Register will receive Newmont Shares.

Newcrest Shareholders who are Ineligible Foreign Shareholders will not receive Newmont Securities. Instead, they will receive their pro rata share of the Net Cash Proceeds.

Based on the Newmont Share price of US$39.32 per share as at the Last Practicable Date, the aggregate of the Scheme Consideration and the Special Dividend has value of A$26.06.¹ That represents a premium of 16.1% to the undisturbed closing Newcrest Share price on 3 February 2023 (being the last trading day prior to the announcement of Newmont’s initial proposal for Newcrest).

That comparison above does not take account of changes in the market and the gold sector since 3 February 2023. Accordingly, another way to assess the value to Newcrest Shareholders of the Scheme Consideration and Special Dividend is to calculate an implied exchange ratio based on the aggregate of the Scheme Consideration and the Special Dividend for each Newcrest Share and then compare that to the ratio implied by the undisturbed closing prices of Newcrest and Newmont. This approach focuses on the relative value received by Newcrest Shareholders under the Newmont proposal compared to the relative value based on the share prices of the two companies at a point in time. Assessing the relative value of Newcrest and Newmont based on the undisturbed share prices prior to the initial Newmont proposal being made public allows a like for like comparison given movement in the share prices of both companies are influenced by similar factors, such as the macroeconomic environment or more specifically commodity prices and market sentiment.

This calculation gives rise to an implied exchange ratio of 0.428.² This comprises:

• the Scheme Consideration of the fixed exchange ratio of 0.400 Newmont Securities for each Newcrest Share held; and
• an exchange ratio of 0.028 attributed to the value of the Special Dividend.

The 0.428 implied exchange ratio represents an attractive:

• 17.9% premium to Newmont’s initial proposal of an exchange ratio of 0.363 (as announced on 6 February 2023);³
• 36.2% premium to the exchange ratio of 0.314 calculated from the undisturbed closing share prices of Newcrest and Newmont on 3 February 2023 (being the last trading day prior to the announcement of Newmont’s initial proposal for Newcrest);⁴ and
• 58.1% premium to the exchange ratio of 0.271 being the average ratio calculated from the closing share prices of Newcrest and Newmont over the 12 months trading to 3 February 2023 (being the last trading day prior to the announcement of Newmont’s initial proposal for Newcrest).⁵

1. _{Based on: (1) exchange ratio of 0.400 per Scheme Consideration; (2) a franked Special Dividend of US$1.10 per share; and (3) an AUD:USD FX rate of 0.6457 as at 1 September 2023.}
2. _{Calculated as the equivalent number of Newmont Shares for an expected Special Dividend of US$1.10 using the Newmont Share price of $39.32 as at the Last Practicable Date.}
3. _{Refer to the Newcrest announcement as at 6 February 2023, referred to as “Non-binding indicative offer from Newmont”.}
4. _{Undisturbed date represents the last trading day prior to Newcrest’s 6 February 2023 announcement confirming Newmont’s previous proposals. AUD:USD exchange rate of 0.6976 is applied.}
5. _{Undisturbed date represents the last trading day prior to Newcrest’s 6 February 2023 market release announcement Newmont’s previous proposals. Rolling daily AUD:USD exchange rate is applied.}

You are entitled to receive the Scheme Consideration if you hold Newcrest Shares on the Scheme Record Date (currently expected to be 7.00pm (Melbourne time) on Monday, 30 October 2023).

Newcrest Shareholders who are Ineligible Foreign Shareholders will not receive Newmont Securities. Instead, they will receive their pro rata share of the Net Cash Proceeds.

Ineligible Foreign Shareholders are Newcrest Shareholders whose address shown in the Newcrest Share Register at the Scheme Record Date is in a place outside Australia and its external territories, Canada, New Zealand, PNG, the United Kingdom, the United States, the European Union (excluding Austria), Guernsey, Hong Kong, Japan, Norway, Singapore, South Korea, Switzerland, the United Arab Emirates, the Isle of Man and Bermuda.

Newmont Overseas will provide (or procure the provision of) the Scheme Consideration to Newcrest Shareholders (other than Ineligible Foreign Shareholders) on the Implementation Date (currently expected to be Monday, 6 November 2023).

The Newmont Shares issued to Scheme Shareholders, in book-entry form, will be fully paid shares of common stock of Newmont tradeable on NYSE and TSX. Newmont has agreed to use its best endeavours to ensure that the Newmont Shares are approved by NYSE and TSX and ensure that trading in the Newmont Shares commences on a normal settlement basis on NYSE and TSX from the first Business Day after the Implementation Date (New York time).

Newmont will apply for the listing of Newmont PDIs (over a certain number of Newmont Shares) on PNGX.

CDIs, or CHESS Depositary Interests, are a type of depository receipt that allows investors in foreign companies (such as Newmont), to obtain all the economic benefit of owning securities in the foreign company (such as Newmont Shares) without holding legal title to the securities.

The underlying securities represented by a CDI are registered in the name of the depositary nominee (CDN) as legal owner, or held in the form of beneficial ownership, but all of the economic benefits attaching to the underlying securities accrue to the CDI holder.

When CDIs are quoted on the ASX, the underlying securities are regarded as having been quoted on the ASX.

The Newmont CDIs issued to Scheme Shareholders will represent a unit of beneficial ownership in a Newmont Share which is registered in the name of CDN, or held in the form of beneficial ownership.

Deferred settlement trading of Newmont CDIs is expected to be available on the ASX from Friday, 27 October 2023. Newmont CDIs are expected to commence trading on the ASX on a normal settlement basis on the ASX from Tuesday, 7 November 2023.

PDIs are a type of depository receipt used to enable trading on the PNGX of financial products issued by entities domiciled in countries whose laws may not recognise uncertificated holders or electronic transfer of title through PETS (Port Moresby Electronic Trading System).

Under the operating rules for the PETS facility, this allows the PDI holder to obtain all the economic benefits attaching to the underlying securities without actually holding legal title to them. When PDIs are quoted on the PNGX, the underlying securities are regarded as having been quoted on the PNGX.

A Newmont PDI represents a unit of beneficial ownership in a Newmont Share that is held on trust for the Newmont PDI holder by PDN. PDN is appointed under the PNGX Business Rules to hold the Newmont Shares that underlie the PDIs as agent for the PDI holders.

Newmont will issue the Newmont Shares to which the Newmont PDIs relate to PDN, who will hold legal title to those Newmont Shares on behalf of the holders of the Newmont PDI holders. PDN will issue the Newmont PDIs to relevant Scheme Shareholders in parallel.

Newmont PDIs would be quoted and traded on the PNGX in the Papua New Guinean currency of Kina (PGK) and traded under the symbol “NEM”.

Newmont PDIs would not be quoted or traded on NYSE, TSX or ASX. This allows investors to trade interests in foreign securities on the PNGX by trading the relevant PDIs.

Newmont will apply for the listing of Newmont PDIs (over a certain number of Newmont Shares), which are currently expected to be available and trade on a similar timetable to the Newmont CDIs on ASX.

​​​​​​Details on the risks related to Newmont Shares, Newmont CDIs and Newmont PDIs are set out in sections 8.3 and 11.6(c) of the Scheme Booklet.

You will not have to pay brokerage on the transfer of your Newcrest Shares to Newmont Overseas under the Scheme.

If the Scheme becomes Effective, there will be tax consequences for Newcrest Shareholders which may include tax being payable on any gain on disposal of their Newcrest Shares.

The taxation implications of the Scheme will depend on your particular circumstances.

Section 9 of the Scheme Booklet provides a general description of certain Australian, United Kingdom and United States taxation consequences for Scheme Shareholders.

You should seek independent professional tax advice with respect to your particular circumstances.

Newcrest has applied to the ATO requesting a Class Ruling to confirm the key taxation implications of the Scheme and any Special Dividend.

The Class Ruling has not been finalised as at the date of the Scheme Booklet. The Class Ruling is not expected to be issued by the ATO until after the Implementation Date. However, Newcrest expects that the ATO will provide a draft of the Class Ruling prior to the Scheme Meeting.

When the final Class Ruling is published by the ATO, it will be available on the ATO’s website at www.ato.gov.au.

Newcrest expects to pay a franked Special Dividend of US$1.10 per Newcrest Share held on the Special Dividend Record Date (currently expected to be 7.00pm (Melbourne time) on Thursday, 19 October 2023), subject to the Scheme becoming Effective.¹ 

The final decision on the amount of the Special Dividend will be made by the Newcrest Directors. This decision will be communicated to Newcrest Shareholders by way of an ASX, PNGX and TSX (via SEDAR) announcement before the Scheme Meeting.

1. ^{The franking of the Special Dividend amount is subject to change based on timing of implementation of the Scheme, business performance, finalisation of tax compliance matters relevant to the Newcrest Australian tax consolidated group, foreign exchange movements and an ATO Class Ruling. See sections 9.1(e) and 9.1(g)(2) of the Scheme Booklet for further information.}

Under Australia's franking system, Australian companies can attach "franking credits" to their dividends, which represent Australian income tax paid on the company's profits. When Australian resident shareholders receive franked dividends, subject to meeting qualification requirements, they gross up the amount of the dividend by the amount of the credit but are entitled to a tax offset of the same amount to reduce their own income tax liability.

A fully franked Special Dividend of US$1.10 per Newcrest Share would have approximately $0.47 per Newcrest Share of franking credits attached (converted into Australian dollars at the spot rate on the relevant payment date).¹ Newcrest Shareholders may be entitled to a tax offset equal to the franking credits attached to the Special Dividend.

The Special Dividend may be franked, provided that it does not cause Newcrest’s franking account to be in deficit at any time, including (but not limited to) as at the Implementation Date, taking into account any reasonably expected tax refund in respect of any tax payments or instalments made for the period up to the Implementation Date.

In assessing the value to them of a Special Dividend, Newcrest Shareholders should seek independent professional taxation advice as to whether or not the receipt of a Special Dividend, and any entitlement to franking credits attached to such dividend, is beneficial to them based on their own particular circumstances. In particular, Newcrest Shareholders should note that, depending on the timing of when they acquired their Newcrest Shares, there may be differences in the tax consequences for them.

1. ^{The franking of the Special Dividend amount is subject to change based on timing of implementation of the Scheme, business performance, finalisation of tax compliance matters relevant to the Newcrest Australian tax consolidated group, foreign exchange movements and an ATO Class Ruling. See sections 9.1(e) and 9.1(g)(2) of the Scheme Booklet for further information.}

Newcrest Shareholders will be entitled to receive the Special Dividend if they hold Newcrest Shares on the Special Dividend Record Date (currently expected to be 7.00pm (Melbourne time) on Thursday, 19 October 2023).

Newcrest Shares will continue to trade on the ASX, PNGX and TSX after the Effective Date (currently expected to be Wednesday, 18 October 2023). If you sell your Newcrest Shares on or after the Special Dividend ex-date of Wednesday, 18 October 2023 up to close of trading on the ASX, PNGX and TSX on Thursday, 26 October 2023 such that you are no longer registered on the Newcrest Share Register on the Special Dividend Record Date (currently expected to be Thursday, 19 October 2023), you will not be entitled to receive the Special Dividend.

If the Special Dividend is declared and the Scheme becomes Effective, the Special Dividend will be paid on the Special Dividend Payment Date (currently expected to be Friday, 27 October 2023).

If the Scheme does not become Effective, the Special Dividend will not be paid.

As permitted by the Scheme Implementation Deed, a final dividend of $0.20 per Newcrest Share for the financial year ended 30 June 2023 will be paid on Monday, 18 September 2023. The record date for entitlement is Monday, 21 August 2023.

In addition, under the terms of the Scheme Implementation Deed, Newcrest may, subject to complying with certain requirements, pay and declare a dividend of up to $0.10 per Newcrest Share per quarterly period occurring after 30 June 2023 if the Scheme has not become Effective by Friday, 1 December 2023.

The Scheme is subject to a number of Conditions Precedents set out in clause 3.1 of the Scheme Implementation Deed. These are set out in further detail in section 11.4 of the Scheme Booklet.

As at the date of the Scheme Booklet, the following Conditions Precedent remain outstanding:

• certain regulatory approvals, including FIRB approval and competition approvals;
• Newmont Stockholder approval;
• Newcrest Shareholder approval;
• ASX Quotation and NYSE listing;
• ATO Class Ruling; and
• other customary conditions.

Newcrest and Newmont are engaging with the relevant regulatory authorities in relation to these approvals.

The Scheme will become Effective if:

• the Scheme is approved by the Requisite Majorities of Newcrest Shareholders at the Scheme Meeting to be held on Friday, 13 October 2023;
• the Court approves the Scheme at the Second Court Hearing and the Court order is lodged with ASIC; and
• all of the other Conditions Precedent to the Scheme are satisfied or waived (where capable of waiver).

Newcrest Shares will continue to trade on the ASX, PNGX and TSX after the Effective Date (currently expected to be Wednesday, 18 October 2023).

Newcrest intends to apply to the ASX, PNGX and TSX for Newcrest Shares to be suspended from trading on the ASX, PNGX and TSX from close of trading on Thursday, 26 October 2023. You can sell your Newcrest Shares on market at any time before this date at the then prevailing market price, but you will not be able to sell your Newcrest Shares on market after this date.

If you sell your Newcrest Shares on market:

• on or after the Special Dividend ex-date of Wednesday, 18 October 2023 such that you are no longer registered on the Newcrest Share Register on the Special Dividend Record Date (currently expected to be Thursday, 19 October 2023), you will not be entitled to receive the Special Dividend; or
• such that you are no longer registered on the Newcrest Share Register on the Scheme Record Date (currently expected to be (Monday, 30 October 2023), you will not be entitled to receive the Scheme Consideration.

If you sell your Newcrest Shares on or after the Special Dividend ex-date of Wednesday, 18 October 2023 up to close of trading on the ASX, PNGX and TSX on Thursday, 26 October 2023 such that you are registered on the Newcrest Share Register on the Special Dividend Record Date but will cease to be registered on the Newcrest Share Register on the Scheme Record Date, you will only receive the Special Dividend and will not receive the Scheme Consideration.

If you sell your Newcrest Shares on market, you may pay brokerage on the sale, you will not receive the Scheme Consideration and there may be different tax consequences compared to those that would arise if you retain those shares until the Scheme is implemented.

Newcrest Shareholders who hold their Newcrest Shares on the Canadian Register will not be able to trade their Newcrest Shares on TSX between Friday, 27 October 2023 (Eastern Time) and Sunday, 5 November 2023 (Eastern Time) and the first opportunity for these shareholders (other than Ineligible Foreign Shareholders) to trade Newmont Shares on TSX is on Monday, 6 November 2023 (Eastern Time).

The results of the Scheme Meeting are expected to be available shortly after the conclusion of the Scheme Meeting and will be announced to the ASX (www.asx.com.au), PNGX (www.pngx.com.pg) and TSX (via SEDAR) (www.sedar.com) once available.

If the Scheme is implemented, Newmont will become the parent company of the Merged Group and Newcrest will become a wholly owned indirect Subsidiary of Newmont.

Further information on the Merged Group is set out in section 7 of the Scheme Booklet, including details on the expected profile of the group, expected synergies from the Scheme and Newmont’s intentions for the Merged Group.

Newcrest Shareholders should be aware that there are a number of risks, both general and specific, relating to the business and operations of the Merged Group and associated with the Scheme.

Some of the key risks relating to the business and operations of the Merged Group and associated with implementation of the Scheme are detailed in section 8.2 of the Scheme Booklet.

Newmont’s non-binding dividend framework is set out in sections 6.7 and 7.3(d) of the Scheme Booklet.

The Scheme Consideration comprises Newmont Securities. Accordingly, Newcrest Shareholders on the Scheme Record Date (other than Ineligible Foreign Shareholders) will receive Newmont Securities, depending on which register they hold their Newcrest Shares (see section 4.2 of the Scheme Booklet for further details).

Holders of Newmont Securities will have the right to one vote per Newmont Security.

For further information, please contact the Newcrest Shareholder Information Line on 1800 425 578 (within Australia) or +61 1800 425 578 (outside Australia), between 8.30am and 7.30pm (Melbourne time), Monday to Friday (excluding public holidays).

If you are in doubt about anything in the Scheme Booklet, please contact your legal, financial, tax or other professional adviser.