Proxy Statement in Relation to a Proposal from Fox Corporation to Acquire Credible Labs Inc

PROXY STATEMENT IN RELATION TO A PROPOSAL FROM FOX CORPORATION TO ACQUIRE CREDIBLE LABS INC. VIA MERGER FOR CASH CONSIDERATION

VOTE IN FAVOUR

Your Directors unanimously recommend that you vote “FOR” the resolution to approve the adoption of the Merger Agreement and the consummation of the Merger and the other transactions contemplated thereby

A Notice of Meeting accompanies this proxy statement at page 15. The Special Meeting of Credible’s Stockholders (and holders of Credible CDIs) will be held at DLA Piper Australia, Level 22, No. 1 Martin Place, Sydney NSW, Australia at 11:00am on Tuesday, 15 October 2019 Sydney, Australia time (5:00pm on Monday, 14 October 2019 San Francisco, U.S. time). Stockholders and holders of Credible CDIs who are unable to attend the Special Meeting in person are invited to listen to the Special Meeting via a live conference call.

This is an important document and requires your immediate attention. You should read this document in its entirely before deciding whether or not to vote in favour of adopting the Merger Agreement and the consummation of the Merger and the other transactions contemplated thereby. If you are in any doubt as to how to deal with this document, you should consult your personal, financial, legal or other professional adviser immediately. If, prior to receipt of this proxy statement, you have already sold all of your Shares or Credible CDIs, please ignore this proxy statement. If you have any questions in relation to this proxy statement, the Merger Agreement or the Merger, you should contact your personal, financial, legal or other professional adviser or call 1300 353 179 (within Australia) or +61 3 9415 4305 (outside Australia) on Business Days between 8:30am and 5:30pm (Sydney time).

For personal use only use personal For

Financial Adviser Legal Adviser IMPORTANT NOTICES

General (the "Merger"), and the manner in which the Merger will be considered and implemented Stockholders and holders of Credible CDIs are (if approved) and to provide such information as encouraged to read this proxy statement, the is material to the decision of Stockholders and Annexes to this proxy statement and the holders of Credible CDIs whether or not to documents referred to in this proxy statement in approve the Merger Proposal. This proxy their entirety before making a decision as to how statement has been prepared in accordance with to vote on the proposals to be considered at the the content requirements applicable in the State Special Meeting of Stockholders (and holders of of Delaware in the United States (and not in Credible CDIs). If, prior to the receipt of this proxy accordance with any content requirements statement, you have sold all of your Shares or applicable in any other jurisdiction, including Credible CDIs, please ignore this proxy Australia) and includes the information required statement. to be sent to Stockholders and holders of Credible CDIs under Delaware law in relation to Date of this proxy statement the Merger Agreement and the Merger.

This proxy statement is dated 20 September 2019 Status of this proxy statement and has been prepared based upon the information available and the facts and This proxy statement is not a prospectus or other circumstances known as at that date by Credible, disclosure document and, other than the ASX, or by FOX, in relation to the Credible Information has not been lodged with any securities and FOX Information, as applicable. Subject to regulatory authority or commission (including the the continuing obligations of Credible under the Securities and Exchange Commission, any U.S. ASX Listing Rules and other applicable laws, no state securities regulatory agency or the person undertakes to review the financial Australian Securities and Investments condition or affairs of Credible at any time or to Commission (“ASIC”)). The information in this keep a recipient of this proxy statement or any proxy statement does not take into account your Stockholder or holder of Credible CDIs informed investment objectives, financial situation or of changes in, or matters arising or coming to their particular needs. This proxy statement and the attention which may affect, anything referred to in information in it is provided to you so that you this proxy statement. Subject to any applicable may consider how to vote on the proposals to be laws or regulations, Credible disclaims any duty considered at the Special Meeting of to update any forward looking statements other Stockholders (and holders of Credible CDIs). than with respect to information that it becomes aware of prior to the Special Meeting which is Not an offer material to making a decision whether or not to vote in favour of adopting the Merger Agreement This proxy statement does not in any way and the consummation of the Merger and the constitute an offer, invitation or recommendation other transactions contemplated thereby. to subscribe for or purchase any security in any jurisdiction and does not constitute financial Purpose of this proxy statement product advice. Nothing in this proxy statement shall form the basis of any contract or This is an important document and requires your commitment, or constitutes investment, legal, tax immediate attention. The purpose of this proxy or other advice. statement is to explain the material terms of the agreement and plan of merger, dated as of Responsibility for information August 3, 2019 (as may be amended from time to time), by and among Fox Corporation ("FOX"), The information contained in this proxy statement Project Six Merger Sub, Inc., an indirect wholly- other than the FOX Information and the Fairness

For personal use only use personal For owned subsidiary of FOX ("Merger Sub"), and Opinion has been prepared by Credible and is Credible Labs Inc. (“Credible”) (the "Merger the responsibility of Credible. Neither FOX nor its Agreement”), pursuant to which, subject to the directors, officers or advisers assumes any terms and conditions set forth therein, Merger responsibility for the accuracy or completeness of Sub will merge with and into Credible, with the Credible Information. Credible continuing as the Surviving Corporation and becoming an indirect subsidiary of FOX

IMPORTANT NOTICES

FOX has supplied all information contained in this The inclusion of the Fairness Opinion, and the proxy statement relating to FOX, Intermediate summary of it, in this proxy statement is intended Parent and Merger Sub, and such FOX to illustrate and identify the matters considered Information is the responsibility of FOX. None of by the Special Committee in making its Credible or its Directors, officers or advisers recommendation to the Credible Board to assumes any responsibility for the accuracy or approve the Merger and submit for adoption the completeness of the FOX Information. Merger Agreement and the consummation of the Merger and the other transactions contemplated The Fairness Opinion set forth as Annex B has thereby to Credible’s Stockholders, including been provided by PJT Partners at the request of holders of Credible CDIs for their approval. the Special Committee and is subject to, among other things, the assumptions made, procedures The Special Committee retained PJT Partners to followed, matters considered and qualifications provide a U.S.-style fairness opinion. and limitations upon the review undertaken by Accordingly, the Fairness Opinion was obtained PJT Partners in connection with the opinion in accordance with U.S. practice, and is not an (which are stated therein). None of Credible, Australian-standard “Independent Expert’s FOX, Merger Sub or their respective directors, Report” to Stockholders (including holders of officers or advisers assumes any responsibility Credible CDIs) on whether the Merger is fair and for the accuracy or completeness of the Fairness reasonable to Stockholders and holders of Opinion and the summary contained herein, Credible CDIs. Accordingly, the Fairness Opinion except, solely, in the case of Credible, in relation should not be relied upon in any way by to the information which it has provided to, or the Stockholders and holders of Credible CDIs as Special Committee has approved for the use by, they consider the Merger. There is no PJT Partners. requirement that an "Independent Expert’s Report," which has different content Non-solicitation requirements than the Fairness Opinion, be prepared in relation to the Merger under the ASX Any solicitation of proxies contemplated in this Listing Rules or the Australian Corporations Act proxy statement is made in respect of securities 2001 (Cth) ("Corporations Act"). There is also no of a company incorporated in the State of requirement for any Fairness Opinion and the Delaware, U.S. and listed on the ASX, in obtaining of the Fairness Opinion was done at the accordance with applicable law and practice. Special Committee’s discretion The Fairness This proxy statement does not constitute the Opinion has been prepared and issued on this solicitation of a proxy in any jurisdiction to or from basis. any person to whom it is unlawful to make any such solicitation in such jurisdiction. "Independent Expert Reports" as defined by the Corporations Act have different disclosure Fairness Opinion requirements than detailed in the Fairness Opinion. The Fairness Opinion has not been The Fairness Opinion was furnished solely for the prepared to satisfy the requirements of the ASX use and benefit of the Special Committee, upon Listing Rules, the Corporations Act or guidance its request, in connection with its evaluation of the published by ASIC. Merger and is not intended to, and does not, confer any rights or remedies upon any other Regulatory person, and is not intended to be used, and may not be used, by any other person or for any other A copy of this proxy statement has been lodged purpose, without PJT Partners' prior written with the ASX. Neither the ASX nor any of its consent. The Fairness Opinion should not be officers takes any responsibility for the contents construed as creating any fiduciary duty on PJT of this proxy statement. Further, no securities Partners' part to any party. The Fairness Opinion regulatory authority or commission (including the is not a recommendation as to any action the Securities and Exchange Commission, any U.S. Special Committee or the Credible Board should state securities regulatory agency, the ASX or take with respect to the Merger or any aspect ASIC) has approved or disapproved of the thereof and is not intended to be, and does not Merger Agreement or the Merger, passed upon For personal use only use personal For constitute, a recommendation to any Stockholder the merits or fairness of the Merger or the or holder of Credible CDIs or any other person as adequacy or accuracy of the content of this proxy to how to act or vote or make any election with statement. respect to any matter relating to the Merger Agreement and the consummation of the Merger and the other transactions contemplated thereby.

IMPORTANT NOTICES

Governing law of the Merger and to be expected. Specific factors that could cause actual results to differ from results Credible is a company incorporated in Delaware, contemplated by forward-looking statements U.S., and any question relating to the ownership include, among other things, the occurrence of of Credible or the rights and liabilities of any event, change or other circumstances that Stockholders (amongst other matters) are could give rise to the termination of the Merger governed by U.S. law. Accordingly, the Merger Agreement, the inability to complete the Merger Agreement and the Merger, and the rights of due to the failure to obtain Stockholder Approval Stockholders in the Merger are governed by the for the Merger Proposal or the failure to satisfy laws of the State of Delaware. These rights are other conditions to completion of the Merger, summarised in Section 4.12. The Merger including that a governmental entity may prohibit, Agreement and the Merger, and the rights of delay or refuse to grant approval for the Stockholders in the Merger (including the consummation of the transactions contemplated appraisal rights of Stockholders in the Merger) under the Merger Agreement; risks related to are not governed by the laws of Australia. In disruption of management’s attention from particular, the rules and regulations relating to Credible’s ongoing business operations due to takeovers and public offerings in Australia under the transaction; the effect of the announcement of the Corporations Act will not apply to the Merger the Merger on Credible’s operating results and or to this proxy statement. business generally; the risk that certain approvals or consents will not be received in a timely No investment advice manner or that the Merger will not be consummated in a timely manner; adverse This proxy statement does not constitute financial changes in U.S. and non-U.S. governmental laws product advice and has been prepared without and regulations; adverse developments in reference to individual Stockholders or holders of Credible’s relationships with its employees; the Credible CDIs or any other person. It is important risk of pending and future litigation, including that you read this proxy statement, the Annexes stockholder litigation in connection with the to this proxy statement and the documents proposed transaction, the outcomes of such referred to in this proxy statement in their entirety litigation, and the impact of any adverse legal before making any decision, including a decision judgments, fines, penalties, injunctions or on whether or not to vote in favour of approving settlements; and volatility in the market price of the adoption of the Merger Agreement and the our Shares. Forward looking statements consummation of the Merger and the other generally may be identified by the use of forward transactions contemplated thereby. If you are in looking words such as ‘aim’, ‘anticipate’, ‘believe’, any doubt as to what you should do, you should ‘estimate’, ‘expect’, ‘forecast’, ‘foresee’, ‘future’, consult your personal, financial, legal, taxation or ‘intend’, ‘likely’, ‘may’, ‘planned’, ‘potential’, other professional advisers immediately. You ‘should’ or other similar words. Other than as should consult your taxation adviser as to the required by law, none of Credible, nor its applicable tax consequences of the Merger. Directors, officers, advisers or any other person gives any representation, assurance or guarantee Cautionary statement regarding forward- that the occurrence of the events expressed or looking statements implied in any forward looking statements in this proxy statement will actually occur. You are This proxy statement contains certain forward cautioned against relying on any such forward looking statements including with respect to the looking statements. The historical financial proposed transaction and the Merger, the benefits performance of Credible is no assurance or of the proposed transaction and the anticipated indicator of future financial performance of timing of the proposed transaction. You should be Credible. Credible does not guarantee any aware that there are risks (both known and particular rate of return or its performance, nor unknown), uncertainties, assumptions and other does it guarantee the repayment of capital or any important factors that could cause the actual particular tax treatment in respect of any conduct, market conditions, results, performance investment in Credible. The forward looking or achievements of Credible to be materially statements in this proxy statement reflect views different from the future conduct, market held only as at the date of this proxy statement. For personal use only use personal For conditions, results, performance or achievements Subject to any applicable laws or regulations, expressed or implied by such statements or that Credible disclaims any duty to update any forward could cause the future conduct to be materially looking statements other than with respect to different from historical conduct. Deviations as to information that they become aware of prior to the future conduct, market conditions, results, Special Meeting which is material to making a performance and achievements are both normal decision whether or not to vote in favour of

IMPORTANT NOTICES

adopting the Merger Agreement and the advisers, print and mail service providers, share consummation of the Merger and the other registries, share brokers and any other service transactions contemplated thereby. provider to the extent necessary to implement the Merger. If the personal information outlined above Taxation implications of the Merger is not collected, Credible may be hindered in, or prevented from, conducting the Special Meeting If the Merger is approved, there will be tax or implementing the Merger. If you appoint an consequences for Stockholders and holders of individual as your proxy, attorney or corporate Credible CDIs which may include tax being representative to vote at the Special Meeting, you payable. should inform that individual of the matters outlined above. In general, the exchange of Shares or Credible CDIs for cash in the Merger will be a taxable No internet site is part of this proxy statement transaction to U.S. holders (as defined in Section 11 under the heading “Certain Material U.S. Credible and FOX maintain their own respective Federal Income Tax Consequences of the websites. Any references in this proxy statement Merger”) for U.S. federal income tax purposes to any such website are for information purposes and may also be taxable under state, local and only and no information contained on any website other tax laws. forms part of this proxy statement.

For further detail regarding general Australian Defined terms and material U.S. federal income tax consequences of the Merger for certain Capitalised terms used in this proxy statement Stockholders and holders of Credible CDIs, refer (other than in the Annexes which accompany this to Section 11. The tax treatment may vary proxy statement) are either defined in brackets depending on the nature and characteristics of when first used or are defined in the Glossary in the Stockholder or holder of Credible CDIs and Section 13. The Fairness Opinion contains its their specific circumstances. Accordingly, own defined terms which are sometimes different Stockholders and holders of Credible CDIs from those set out in the Glossary in Section 13. should seek professional tax advice in relation to References to Sections and Annexes are to the their particular circumstances, including tax named Sections in and Annexes to this proxy consequences of the Merger arising under other statement. federal, state, local, foreign, or other tax laws. Interpretation Privacy and personal information Except as otherwise specifically noted in this Credible, FOX and Merger Sub, and their proxy statement, “Credible”, “we,” “our,” “us” and respective share registries, may need to collect similar words in this proxy statement refer to personal information in connection with the Credible Labs Inc. implementation of the Merger. The personal information collected may include the name, Financial amounts contact details and details of holdings of Stockholders and holders of Credible CDIs, All financial amounts in this proxy statement are together with contact details of individuals expressed in USD currency unless otherwise appointed as proxies, attorneys or corporate stated. representatives for the Special Meeting. The primary purpose of the collection of personal Effect of rounding information is to assist Credible with conducting the Special Meeting and to assist Credible, FOX A number of figures, amounts, percentages and Merger Sub with implementing the Merger. If prices, estimates, calculations of value and you are an individual, you and other individuals in fractions in this proxy statement are subject to the respect of whom personal information is effect of rounding. Accordingly, the actual collected, have certain rights to access the calculation of figures, amounts, percentages, personal information collected. If you wish to prices, estimates, calculations of value and For personal use only use personal For exercise these rights, you may contact 1300 353 fractions may differ from the figures, amounts, 179 (within Australia) or +61 3 9415 4305 (outside percentages, prices, estimates, calculations of Australia) on Business Days between 8:30am and value and fractions set out in this proxy 5:30pm (Sydney time). The personal information statement. Any discrepancies between totals in collected may be disclosed to Credible, FOX, tables or financial information, or in calculations, Merger Sub and their respective affiliates and graphs or charts are due to rounding.

IMPORTANT NOTICES

Timetable and dates

All references to time in this proxy statement (other than in Section 4.2) are references to the time in Sydney, Australia, unless otherwise stated. The dates and times set out in the timetable on page 11 are indicative only and are subject to change. Any changes to the timetable will be announced through the ASX and published on the ASX website (http://www.asx.com.au).

Publicly available information about Credible

Credible is listed on ASX and is subject to regular reporting and disclosure obligations. Specifically, as an ASX listed company, Credible is subject to the ASX Listing Rules, which require (subject to certain exceptions) continuous disclosure of any information Credible has concerning it that a reasonable person would expect to have a material effect on the price or value of its securities. The ASX website lists all of the announcements issued by Credible. These documents are available in electronic form at www.asx.com.au. Some of the important business and financial information relating to Credible you may want to consider in deciding how to vote can be found there.

Additional information about the Merger

Refer to Section 12.4 for information about the steps that Credible will take if information contained herein needs to be updated. If you have any questions or require further information in relation to this proxy statement, the Merger Agreement or the Merger, you should call 1300 353 179 (within Australia) or +61 3 9415 4305 (outside Australia) on Business Days between 8:30am and 5:30pm (Sydney time).

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CREDIBLE LABS INC. ______

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS (AND HOLDERS OF CREDIBLE CDIs) To be held on 15 October 2019 Sydney, Australia time (on 14 October 2019 San Francisco, U.S. time) ______

TABLE OF CONTENTS

IMPORTANT NOTICES ...... 2 TABLE OF CONTENTS ...... 7 TIMETABLE ...... 11 CHAIRMAN'S LETTER ...... 12 REASONS TO VOTE IN FAVOUR OF THE MERGER ...... 14 NOTICE OF MEETING OF STOCKHOLDERS (AND HOLDERS OF CREDIBLE CDIS) ...... 15 1. QUESTIONS AND ANSWERS ABOUT THE MERGER ...... 18 2. THE MERGER PROPOSAL ...... 33 2.1 Proposal 1— Merger Proposal ...... 33 2.2 Proposal 2—Adjournment Proposal...... 34 3. SPECIAL MEETING ...... 35 3.1 Date, Time, Place ...... 35 3.2 Purpose of the Special Meeting ...... 35 3.3 Entitlement to vote ...... 35 3.4 Quorum ...... 36 3.5 Votes Required; Abstentions and Broker Non-Votes ...... 37 3.6 Voting by our Directors, Executive Officers and Stockholders (and holders of Credible CDIs) 37 3.7 Credible Board Recommendation ...... 38 3.8 Voting of Proxies ...... 38 3.9 Revocability of Proxies ...... 40 3.10 Solicitation of Proxies ...... 41 3.11 Exchange of Stock Certificates ...... 41 3.12 Householding of Special Meeting Materials ...... 41 3.13 Stockholder List...... 41 3.14 Live conference call ...... 42

3.15 Transfer of Shares or Credible CDIs...... 42 For personal use only use personal For 3.16 Other Matters ...... 42 4. THE MERGER ...... 43 4.1 General description of the Merger ...... 43 4.2 Background to the Merger ...... 43

Table of contents

4.3 Recommendation of the Credible Board and its reasons for the Merger ...... 51 4.4 Opinion of the Financial Advisor to the Credible Special Committee ...... 55 4.5 Financing of the Merger ...... 62 4.6 Interests of Directors and executive officers in the Merger ...... 62 4.7 Regulatory Matters ...... 65 4.8 Litigation Relating to the Merger ...... 65 4.9 Escrow Arrangements ...... 65 4.10 Delisting and Deregistration of Credible CDIs ...... 66 4.11 Certain Relationships between Credible and FOX ...... 66 4.12 Appraisal Rights ...... 67 5. INFORMATION ABOUT CREDIBLE ...... 71 5.1 Overview of Credible ...... 71 5.2 Directors and Key Management Personnel ...... 71 5.3 Credible securities ...... 75 5.4 Substantial Shareholders ...... 75 5.5 Recent share price performance ...... 75 5.6 Post quarter results ...... 76 5.7 Interests of Directors and executive officers in the Merger ...... 76 5.8 ASX lodgements and disclosures ...... 76 6. INFORMATION ABOUT FOX AND MERGER SUB ...... 77 6.1 Overview of FOX ...... 77 6.2 Overview of Merger Sub ...... 77 6.3 Directors and key management personnel ...... 77 6.4 Rollover and governance of the Intermediate Parent ...... 78 6.5 Rationale for Merger ...... 78 6.6 FOX’s intentions if Merger becomes effective ...... 78 7. RISK FACTORS ...... 79 8. THE MERGER AGREEMENT ...... 82 8.1 The Merger ...... 82 8.2 Effects of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers ...... 82 8.3 Merger Consideration and Conversion of Capital Stock ...... 82 8.4 Exchange and Payment Procedures ...... 83 8.5 Appraisal Rights ...... 84 8.6 Treatment of Company Equity Awards ...... 84 8.7 Representations and Warranties ...... 85 8.8 Material Adverse Effect ...... 87 8.9 Conduct of Business Prior to the Merger ...... 88

8.10 Special Meeting of Stockholders (and holders of Credible CDIs) ...... 90 For personal use only use personal For 8.11 No Solicitation of Other Acquisition Proposals ...... 91 8.12 The Credible Board’s Recommendation; Company Recommendation Change ...... 92 8.13 Efforts to Close the Merger and the Transactions ...... 93 8.14 Indemnification and Insurance ...... 95

Table of contents

8.15 Transaction Litigation ...... 95 8.16 Employee Matters ...... 96 8.17 Delisting of Credible CDIs ...... 96 8.18 Other Covenants ...... 96 8.19 Conditions to the Completion of the Merger and the Transactions ...... 97 8.20 Termination of the Merger Agreement ...... 98 8.21 Effect of Termination ...... 99 8.22 Termination Fee ...... 99 8.23 Fees and Expenses ...... 100 8.24 Amendments; Waivers ...... 100 8.25 Assignment ...... 100 8.26 No Third-Party Beneficiaries ...... 100 8.27 Governing Law; Jurisdiction ...... 101 8.28 Waiver of Jury Trial ...... 101 8.29 Specific Enforcement ...... 101 8.30 No Recourse ...... 101 9. THE VOTING AGREEMENT ...... 102 9.1 Agreement to Vote and Irrevocable Proxy ...... 102 9.2 Transfer Restrictions ...... 103 9.3 Non-Solicitation ...... 103 9.4 Waiver of Certain Rights ...... 103 9.5 Termination ...... 103 10. THE ROLLOVER AGREEMENT ...... 104 10.1 Conditions to the Transfer of the Rollover Shares ...... 104 10.2 Certain Other Agreements ...... 104 10.3 Termination ...... 104 10.4 Parties in Interest; Third-Party Beneficiaries ...... 104 11. TAXATION IMPLICATIONS ...... 105 11.1 Australian Tax Implications ...... 105 11.2 Capital gains tax (“CGT”) ...... 105 11.3 GST and Stamp Duty ...... 105 11.4 Certain Material U.S. Federal Income Tax Consequences of the Merger ...... 106 12. ADDITIONAL INFORMATION ...... 110 12.1 Financial Adviser to the Special Committee ...... 110 12.2 ASX relief ...... 110 12.3 Other material information ...... 111 12.4 Supplementary information ...... 111

12.5 Where you can find more information ...... 111 For personal use only use personal For 12.6 Certain information regarding Credible and FOX ...... 111 13. GLOSSARY ...... 112 CORPORATE DIRECTORY ...... 117 ANNEX A...... 118

Table of contents

ANNEX B...... 198 ANNEX C ...... 204 ANNEX D ...... 209 ANNEX E...... 221

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TIMETABLE

Event Indicative time and date

Date of this proxy statement 20 September 2019 Sydney, Australia time

Record Date for determining eligibility to vote at the 7:00 pm on Tuesday, 1 October 2019 Special Meeting Sydney, Australia time (2:00 am on Tuesday, 1 October 2019 San Francisco, U.S. time)

Latest date and time for receipt of CDI Voting Instruction 11:00am on Tuesday, 8 October 2019 Form for the Special Meeting Sydney, Australia time (5:00pm on Monday, 7 October 2019 San Francisco, U.S. time)

Latest date and time for receipt of proxy cards for the 12:00pm on Thursday, 10 October 2019 Special Meeting Sydney, Australia time (6:00pm on Wednesday, 9 October 2019 San Francisco, U.S. time)

Special Meeting 11:00am on Tuesday, 15 October 2019 Sydney, Australia time (5:00pm on Monday, 14 October 2019 San Francisco, U.S. time)

All references to time in this proxy statement (other than in Section 4.2) are references to Sydney, Australia, time unless otherwise stated.

Any changes to the above timetable, and dates of events following the date of the Special Meeting, will be announced through the ASX and published on the ASX website (www.asx.com.au).

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CHAIRMAN'S LETTER

Dear Stockholder (and holder of Credible CDIs):

You are cordially invited to attend a special meeting ("Special Meeting") of stockholders of Credible Labs Inc. (“Credible”) and holders of Credible CDIs to be held on Tuesday, 15 October 2019, at 11:00am Sydney, Australia time (on Monday, 14 October 2019, at 5:00pm San Francisco, U.S. time), at DLA Piper Australia, Level 22, No. 1 Martin Place, Sydney NSW, Australia, unless adjourned or postponed to a later date. Stockholders and holders of Credible CDIs who are unable to attend the Special Meeting in person are invited to listen to the Special Meeting via a live conference call (the details for which were separately announced on ASX on 20 September 2019. Pre-registration for the live conference call is available at the following link: https://s1.c-conf.com/diamondpass/credible- 10002000-invite.html.

At the Special Meeting, you will be asked to approve the adoption of the agreement and plan of merger, referred to herein as the “Merger Agreement”, which Credible entered into on August 3, 2019, providing for, subject to the terms and conditions set forth therein, the merger of an indirect wholly owned subsidiary of Fox Corporation (“FOX”) with and into Credible, with Credible continuing as the surviving corporation and becoming an indirect subsidiary of FOX ("Merger"), and the consummation of the Merger and the other transactions contemplated thereby. If the Merger is completed:

(i) each Share issued and outstanding immediately prior to the Merger (other than the Excluded Shares, Restricted Shares, Depositary Shares and Dissenting Shares), will be converted into the right to receive A$55.25 in cash, without interest; and

(ii) each Credible CDI (which is exchangeable at the option of the holder of the Credible CDI into Shares at a ratio of one Share for every 25 Credible CDIs held by such holder) will be converted into the right to receive A$2.21 in cash, without interest,

in each instance as more fully described in the accompanying proxy statement.

We cannot complete the Merger unless the conditions to closing, specified in the Merger Agreement, are satisfied or waived, including obtaining the approval of the Merger Agreement by our Stockholders and holders of Credible CDIs (to the extent permissible under law or the agreement), as more fully described in the accompanying proxy statement.

At a meeting held on August 3, 2019, our Credible Board unanimously determined that the Merger Agreement and the consummation of the Merger and the other transactions contemplated thereby are advisable, fair to, and in the best interests of, Credible and Credible’s Stockholders (and holders of Credible CDIs) (other than Mr. Stephen Dash and his affiliates), and unanimously approved the entry into the Merger Agreement and the consummation of the Merger and the other transactions contemplated thereby.

The approval of the adoption of the Merger Agreement and the consummation of the Merger and the other transactions contemplated thereby requires the affirmative vote of:

(i) the holders of a majority of the outstanding Shares (including Shares represented by Credible CDIs which shall be voted by CHESS Depositary Nominees Pty Limited (“CDN”) in accordance with the voting instructions of holders of Credible CDIs) entitled to vote at the Special Meeting (“Statutory Approval Requirement”); and

For personal use only use personal For (ii) the holders of a majority of the outstanding Shares (including Shares represented by Credible CDIs which shall be voted by CDN in accordance with the voting instructions of holders of Credible CDIs) entitled to vote at the Special Meeting excluding Mr. Stephen Dash and his affiliates (“Public Approval Requirement”, and together with the Statutory Approval Requirement, the “Stockholder Approval”).

Chairman's letter

Holders of Credible CDIs have a right to direct CDN, the Stockholder of record for the Shares underlying the Credible CDIs, on how CDN should vote such holder’s Shares and are being requested to give directions to CDN to vote in accordance with the instructions set forth in this proxy statement. Alternatively, a holder of Credible CDIs may instruct CDN to appoint a nominated proxy to vote the Shares underlying their Credible CDls in person at the Special Meeting. The nominated proxy may be the holder of Credible CDIs. Our board of directors unanimously recommends that Stockholders vote “FOR” the proposal to approve the adoption of the Merger Agreement and the consummation of the Merger and the other transactions contemplated thereby and holders of Credible CDIs instruct CDN to vote “FOR” the proposal to approve the adoption of the Merger Agreement and the consummation of the Merger and the other transactions contemplated thereby.

The attached Notice of Meeting and accompanying proxy statement explain the material terms of the proposed Merger and Merger Agreement, and provide specific information concerning the Special Meeting. Please read the accompanying proxy statement (including the Annexes) carefully to learn more about these and related matters.

Your participation and vote are important. Whether or not you plan to attend the Special Meeting, you should read the proxy statement (including the Annexes) and, if you are a Stockholder, follow the instructions on your proxy card to vote via Computershare’s website, by phone or by mail to ensure that your Shares will be represented at the Special Meeting or, if you are a holder of Credible CDI’s, instruct CDN how to vote the Shares underlying your Credible CDIs or to appoint a nominated proxy to vote the Shares underlying your Credible CDIs, using the enclosed CDI Voting Instruction Form. If your Shares are held in an account at a brokerage firm, bank or other nominee, you should instruct your broker, bank or other nominee how to vote your Shares using the separate voting instruction form furnished by your broker, bank or other nominee. The enclosed proxy card contains instructions regarding voting. Please vote your Shares, or instruct CDN on how to vote the Shares underlying your Credible CDIs, before the Special Meeting, even if you plan to attend.

Thank you for your support of Credible Labs Inc.

Sincerely,

Mr. Ron Suber Chairman Credible Labs Inc.

20 September 2019

The accompanying proxy statement is dated on 20 September, 2019 and is first being mailed, along with the attached proxy card (or CDI Voting Instruction Form, if applicable), to Stockholders and holders of Credible CDIs on or about 23 September, 2019.

The accompanying proxy statement will also be mailed to persons that become Stockholders or holders of Credible CDIs between the date of first mailing and the Record Date.

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REASONS TO VOTE IN FAVOUR OF THE MERGER

Upon receiving the recommendation of the Special Committee, the Credible Board has unanimously determined that the Merger Proposal is advisable, fair to, and in the best interests of Credible and the Stockholders (and holders of Credible CDIs) (other than Mr. Stephen Dash and his affiliates), and unanimously recommend that Stockholders (and holders of Credible CDIs) approve the Merger

Proposal for the following reasons, among others:

• The aggregate value and composition of the Merger Consideration to be received by Stockholders and holders of Credible CDIs in the Merger represents a premium in light of the market price of comparable companies as well as a significant premium on the historical market price.

• The aggregate value and composition of the Merger Consideration to be received by Stockholders and holders of Credible CDIs in the Merger represents an attractive revenue multiple of 10.0x for the 12 month period to 30 June 2019.

• All cash consideration delivers certainty and immediate value for your Shares and Credible CDIs (as applicable).

• The Merger is subject to only customary Closing conditions.

• If the Merger does not proceed, you will continue to be subject to the uncertainties associated with the Credible business and general market risks.

• Credible’s prospects as an independent company are uncertain and may require continued financing to operate independently, which may result in additional dilution and risk to Stockholders and holders of Credible CDIs.

• There is a limited number of potential purchasers with the financial ability to acquire Credible for an all cash offer.

Refer to Section 4.3 for further information on the recommendation of the Credible Board and the reasons and material factors considered by the Credible Board in making its recommendation.

For personal use only use personal For

CREDIBLE LABS INC.

NOTICE OF MEETING OF STOCKHOLDERS (AND HOLDERS OF CREDIBLE CDIS)

Tuesday, 15 October 2019, at 11:00am (Sydney time) Monday, 14 October 2019, at 5:00pm (San Francisco time) ______

To the Stockholders (and the holders of Credible CDIs):

A Special Meeting will be held on Tuesday, 15 October 2019, at 11:00am Sydney, Australia time (on Monday, 14 October 2019, at 5:00pm San Francisco, U.S. time), at DLA Piper Australia, Level 22, No.1 Martin Place, Sydney NSW, Australia, unless adjourned or postponed to a later date. Stockholders and holders of Credible CDIs who are unable to attend the Special Meeting in person are invited to listen to the Special Meeting via a live conference call (the details for which were separately announced on ASX on 20 September 2019). Pre-registration for the live conference call is available at the following link: https://s1.c-conf.com/diamondpass/credible-10002000-invite.html.

Business of the Special Meeting

The Special Meeting is being held for the following purposes:

1. to consider and vote upon a proposal to approve the adoption of the Merger Agreement and the consummation of the Merger and the other transactions contemplated thereby (the “Merger Proposal” or “Proposal 1”); and

2. to consider and vote upon a proposal to approve an adjournment of the Special Meeting for the purpose of soliciting additional proxies if a quorum is present but the chairman of the Special Meeting concludes that there may not be sufficient votes at the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal” or “Proposal 2”).

The Special Meeting will also allow for the consideration and vote upon a proposal to transact any other business that may properly come before the Special Meeting and any adjournment or postponement thereof.

The Adjournment Proposal will only be presented to Stockholders (and the holders of Credible CDIs) at the Special Meeting if a quorum is present but the chairman of the Special Meeting concludes, in his sole discretion, that there may not be sufficient votes at the Special Meeting to approve the Merger Proposal. In that event, the chairman of the Special Meeting will put to the vote, as the first item of business, the Adjournment Proposal (in advance of the vote on the Merger Proposal). The Adjournment Proposal, if adopted, will allow Credible’s board of directors ("Credible Board") to adjourn the Special Meeting without formally taking a vote on the Merger Proposal and permit further solicitation of additional proxies. If the Adjournment Proposal is not adopted, a vote will then be held on the Merger Proposal.

The Credible Board (acting upon the unanimous recommendation of the Special Committee) has unanimously determined that the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to, and in the best interests of For personal use only use personal For Credible and the Stockholders (and holders of Credible CDIs) (other than Mr. Stephen Dash and his affiliates), and unanimously approved the entry into the Merger Agreement and the consummation of the Merger and the other transactions contemplated thereby. The Credible Board (acting upon the unanimous recommendation of the Special Committee) unanimously recommends that Stockholders vote “FOR” the resolution to approve the Merger Proposal and holders of Credible CDIs instruct CDN to vote “FOR” the resolution to approve the Merger Proposal.

Notice of Meeting of Stockholders (and holders of Credible CDIs)

The Merger will not occur unless Stockholders (including holders of Credible CDIs) approve the Merger Proposal. Approval of the Merger Proposal requires the affirmative vote of:

(i) the holders of a majority of the aggregate voting power of the outstanding Shares (including Shares represented by Credible CDIs which shall be voted by CDN in accordance with the voting instructions of holders of Credible CDIs), voting together as a single class, present in person or represented by proxy at the Special Meeting and entitled to vote thereon, assuming a quorum is present; and

(ii) the holders of a majority of the aggregate voting power of the outstanding Shares (including Shares represented by Credible CDIs which shall be voted by CDN in accordance with the voting instructions of holders of Credible CDIs) excluding those Shares held by Mr. Stephen Dash and his affiliates, voting together as a single class, present in person or represented by proxy at the Special Meeting and entitled to vote thereon, assuming a quorum is present.

The approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the Shares (including Shares represented by Credible CDIs which shall be voted by CDN in accordance with the voting instructions of holders of Credible CDIs) cast on the proposal at the Special Meeting. The Credible Board unanimously recommends that Stockholders vote “FOR” the resolution to approve the Adjournment Proposal and holders of Credible CDIs instruct CDN to vote “FOR” the resolution to approve the Adjournment Proposal in the event that the Adjournment Proposal is presented to Stockholders (and the holders of Credible CDIs) at the Special Meeting.

The resolution to approve the Merger Proposal is more fully described in the proxy statement accompanying this Notice of Meeting. The Credible Board has fixed 7:00 pm on Tuesday, 1 October 2019 Sydney, Australia time (on Tuesday, 1 October 2019, at 2:00 am San Francisco, U.S. time) as the Record Date for the Special Meeting. Only Stockholders of record on the Record Date are entitled to notice of, and to vote at, the Special Meeting or any adjournment, postponement or continuation thereof, including CDN at the direction of holders of Credible CDIs. On the date of this proxy statement, there were 10,107,624 Shares issued and outstanding and entitled to vote.

Holders of Credible CDIs, are entitled to receive notice of, and may attend the Special Meeting, but cannot personally vote the Shares underlying their Credible CDIs at the Special Meeting unless they instruct CDN, the Stockholder of record, to appoint them as proxy for the purposes of voting at the Special Meeting. Otherwise, each holder of Credible CDIs has the right to direct CDN or a nominated proxy on how it should vote on the resolutions.

Holders of Shares in “street name” are entitled to receive notice of, and may attend the Special Meeting, but cannot personally vote their Shares at the Special Meeting. Each holder of Shares in “street name” has the right to direct the broker, bank, trustee or other nominee of record on how it should vote on the resolution to approve the Merger Proposal or the Adjournment Proposal.

Credible will set up a live conference call so that Stockholders and holders of Credible CDIs can listen to the live meeting, the details of which were separately announced on ASX on 20 September 2019. Whilst Stockholders and holders of Credible CDIs can listen to the Special Meeting, they will not be able to vote via the live conference call or ask questions via this forum. If you have a specific question that you would like to submit to the Chairman of the Special Meeting, you may do so by contacting Credible’s ASX representative Naomi Dolmatoff via email ([email protected]) or phone (+61 2 8280 7355). Written questions must be submitted at least 5 Business Days before the Special Meeting.

For personal use only use personal For Please carefully read the proxy statement (including the Annexes) with this Notice of Meeting for a more complete statement regarding the matters to be acted upon at the Special Meeting. This Notice of Meeting also constitutes notice of appraisal rights under Delaware law in connection with the Merger, as described in the proxy statement and Annex C to the proxy statement.

You are cordially invited to attend the Special Meeting.

Notice of Meeting of Stockholders (and holders of Credible CDIs)

To ensure that your Shares (including the Shares underlying Credible CDIs) are represented and voted, however, you should:

• If you hold Shares and are a Stockholder of record, complete, sign, date and return the enclosed proxy card in the enclosed postage-prepaid envelope as promptly as possible (note that you can also follow the instructions on the proxy card to vote via Computershare's website or by phone).

• If you hold Credible CDIs, complete the enclosed CDI Voting Instruction Form and return by mail or fax to Credible's Australian share registry, Computershare, as promptly as possible. You may also instruct CDN on how to vote your Credible CDIs electronically using your smartphone or via Computershare’s website per the instructions contained in Section 3.8 of the proxy statement and on your CDI Voting Instruction Form.

• If you hold Shares in “street name” you should complete, sign, date and return the voting instruction form received from your broker, bank, trustee or other nominee (as applicable) to them as promptly as possible.

Your Shares and Credible CDIs will be voted in accordance with the instructions you provide.

By Order of the Board of Directors

Ronald Suber Chairman

San Francisco, California 20 September 2019

YOUR VOTE IS IMPORTANT Please complete, sign and date the enclosed proxy card, voting instruction form or CDI Voting Instruction Form, as applicable, and return it promptly so that your Shares (including Shares underlying Credible CDIs) will be represented at the Special Meeting. Stockholders (and holders of Credible CDIs) are encouraged to vote as soon as possible. Abstentions, “broker non-votes” and the failure to provide voting instructions to CDN, will have the effect of a vote “AGAINST” the Merger Proposal.

For personal use only use personal For

1. QUESTIONS AND ANSWERS ABOUT THE MERGER

The following questions and answers, or Q&A, are intended to address some commonly asked questions regarding the Merger and the Special Meeting. This Q&A may not address all questions that may be important to you as a Stockholder or as a holder of Credible CDIs. We urge you to read carefully the more detailed information contained elsewhere in this proxy statement, the Annexes, and the materials we refer to in this proxy statement.

Question Response

Overview

Why am I receiving this The Credible Board is furnishing this proxy statement in connection proxy statement? with the solicitation of proxies to be voted at the Special Meeting of Stockholders (and holders of Credible CDIs) to vote to approve the Merger Proposal described herein, or at any adjournments, postponements or continuations of the Special Meeting. The Merger cannot be completed, unless, among other things, the Stockholders (including CDN on the direction of holders of Credible CDIs) vote (as described herein) to approve the resolution to approve the Merger Proposal.

What am I being asked to You are being asked to vote on a resolution to approve the Merger vote on? Proposal, being the adoption of the Merger Agreement and the consummation of the Merger and the other transactions contemplated thereby. You are also being asked to vote on a resolution to approve an adjournment of the Special Meeting to a later date or dates to permit further solicitation of additional proxies in the event that there are insufficient votes for the approval of the Merger Proposal. The Adjournment Proposal will only be presented at the Special Meeting if a quorum is present but the chairman of the Special Meeting concludes, in his sole discretion, that there may not be sufficient votes at the Special Meeting to approve the Merger Proposal. The proposed acquisition of Credible by FOX would be accomplished through the Merger, being a merger of Merger Sub, with and into Credible with Credible continuing as the Surviving Corporation. As a result of the Merger, Credible will become an indirect subsidiary of FOX. Credible CDIs will cease to be quoted on the ASX and will not be publicly traded. Your vote is very important. Not voting is the same as a vote against the Merger Proposal. We encourage you to vote as soon as possible.

Are there any other At this time, the Credible Board does not know of any matter that will matters to be addressed be presented for consideration at the Special Meeting, other than as at the Special Meeting? described in this proxy statement.

What is the Merger? Credible and FOX have agreed to merge under the terms of the

Merger Agreement described in Section 8. For personal use only use personal For If the Merger Proposal receives Stockholder Approval and the other conditions to the Merger are satisfied or waived (as applicable), Merger Sub will merge with and into Credible, with Credible surviving the Merger as the Surviving Corporation and becoming an indirect subsidiary of FOX.

1. Questions and answers about the Merger

Question Response

At the Effective Time, Shares and Credible CDIs will be cancelled pursuant to the Merger Agreement in exchange for the right to receive the applicable Merger Consideration (other than in respect of the Excluded Shares, Restricted Shares, Depositary Shares and Dissenting Shares). Trading in Credible CDIs will be suspended from official quotation on the ASX from the close of trading on the trading day that is two Business Days before the Closing Date. Credible will also be de-listed at or around the Effective Time.

What is the Merger The Merger Agreement contains various undertakings by Credible, Agreement and is it FOX and Merger Sub relating to the proposed Merger. The material binding on me? terms of the Merger Agreement are summarised in Section 8 and a copy of the Merger Agreement is attached as Annex A. The Merger will only impact the Stockholders and holders of Credible CDIs invested in Credible if and when all conditions thereto, including Stockholder Approval of the Merger Proposal at the Special Meeting, have been satisfied or waived and the Merger and the other transactions contemplated thereby are consummated.

Why is Credible proposing A special committee of the Credible Board, comprised entirely of the Merger? independent and disinterested directors (“Special Committee”), unanimously determined that the Merger Agreement and the transactions contemplated thereby, including, without limitation, the Merger, were advisable and fair to, and in the best interests of, Credible and the Stockholders (and holders of Credible CDIs) (other than Mr. Stephen Dash and his affiliates). The Special Committee recommended that the Credible Board approve entry into the Merger Agreement and the consummation of the Merger and the other transactions contemplated thereby, and submit the Merger Agreement for adoption by the Stockholders (and holders of Credible CDIs). Following such recommendation, the Credible Board approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including, without limitation, the consummation of the Merger, and recommends approval of the adoption by Stockholders (and holders of Credible CDIs) of the Merger Agreement and the consummation of the Merger and the other transactions contemplated thereby, in each case based on a number of strategic and financial benefits. Specifically, the Special Committee and the Credible Board are recommending the approval of the Merger Proposal for the following reasons, among others:

• The aggregate value and composition of the Merger For personal use only use personal For Consideration to be received by Stockholders and holders of Credible CDIs in the Merger represents an attractive revenue multiple of 10.0x for the 12 month period to 30 June 2019.

• All cash consideration delivers certainty and immediate value for your Shares and Credible CDIs (as applicable).

1. Questions and answers about the Merger

Question Response

• The Merger is subject to only customary Closing conditions.

• If the Merger does not proceed, you will continue to be subject to the uncertainties associated with the Credible business and general market risks.

• There is a limited number of potential purchasers with the financial ability to acquire Credible for an all cash offer.

Who is FOX? FOX produces and distributes compelling news, sports and entertainment content through its iconic domestic brands including: FOX News Media, FOX Sports, FOX Entertainment, and FOX Television Stations. These brands hold cultural significance with consumers and commercial importance for distributors and advertisers. The breadth and depth of FOX’s footprint allows FOX to deliver content that engages and informs audiences, develop deeper consumer relationships and create more compelling product offerings. FOX maintains an impressive track record of news, sports, and entertainment industry success that will shape its strategy to capitalize on current strengths and invest in new initiatives. For more information about FOX, please visit www.FoxCorporation.com.

When do you expect the We are working toward completing the Merger as quickly as possible Merger to be completed? and currently expect Closing to occur shortly after the vote. However, no assurances can be made as to if or when Closing will occur and it is possible that factors outside of our control could require us to complete the Merger at a later time, or not complete it at all. In addition to obtaining Stockholder Approval, all other Closing conditions specified in the Merger Agreement (which are described in Section 8.19 of this proxy statement) must be satisfied or, to the extent permitted, waived prior to the completion of the Merger.

What will happen to If the Merger is completed (1) Merger Sub will merge with and into Credible as a result of the Credible, with Credible continuing as the Surviving Corporation; and Merger? (2) Credible CDIs will no longer be traded on the ASX and Credible will be removed from the official list of the ASX in accordance with the ASX Listing Rules as soon as practicable following the completion of the Merger.

Merger Consideration

What will I receive in the As a result of the Merger, each Share (other than the Excluded Merger? Shares, Restricted Shares, Depositary Shares and Dissenting

For personal use only use personal For Shares) outstanding as of immediately prior to the Effective Time will be converted into the right to receive A$55.25 in cash, without interest (“Per Share Merger Consideration”). For example, if you own 100 Shares as of immediately prior to the Effective Time, your Shares will be converted into the right to receive A$5,525.00 in cash, without interest, subject to any applicable withholding tax.

1. Questions and answers about the Merger

Question Response

Each Credible CDI represents 1/25th of a Share and as a result of the Merger, each Credible CDI outstanding as of immediately prior to the Effective Time will be converted into the right to receive A$2.21 in cash, without interest ("Per CDI Merger Consideration"). For example, if you own 100 Credible CDIs as of immediately prior to the Effective Time, your Credible CDIs will be converted into the right to receive A$221.00 in cash, without interest, subject to any applicable withholding tax. The Per Share Merger Consideration of A$55.25 and the Per CDI Merger Consideration of A$2.21 is set forth in the Merger Agreement and denominated in Australian dollars.

If the Merger is completed, If the Merger is completed and you are a Stockholder (excluding CDN when can I expect to and the Rollover Stockholder in respect of the Rollover Shares), you receive the Merger will receive written instructions, including a letter of transmittal that Consideration? explains how to exchange your Shares for the Per Share Merger Consideration. When you properly return and complete the required documentation described in the written instructions, you will receive from the Paying Agent a payment equal to the aggregate amount of the Per Share Merger Consideration to which you are entitled for the Shares you hold. If you hold Credible CDIs, you will receive from the Paying Agent a payment equal to the aggregate amount of the Per CDI Merger Consideration to which you are entitled for the Credible CDIs you hold.

What happens if the No change will be made to the Merger Consideration if the market market price of Credible price of Credible CDIs changes before the Closing of the Merger. CDIs changes before the Closing of the Merger?

Will the Merger be taxable The exchange of Shares or Credible CDIs for cash in the Merger to me? generally will be a taxable transaction for U.S. federal income and Australian tax purposes. In general, the exchange of Shares or Credible CDIs for cash in the Merger will be a taxable transaction to U.S. holders (as defined in Section 11 under the heading "Certain Material U.S. Federal Income Tax Consequences of the Merger") for U.S. federal income tax purposes and may also be taxable under state, local and other tax laws.

For further detail regarding general Australian and material U.S. federal income tax consequences of the Merger for certain Stockholders and holders of Credible CDIs, refer to Section 11. The tax treatment may vary depending on the nature and characteristics of the Stockholder or holder of Credible CDIs and their specific circumstances. Accordingly, Stockholders and holders of Credible CDIs should seek professional tax advice in relation to their particular circumstances, including tax consequences of the Merger arising under other federal, state, local, foreign, or other tax laws. For personal use only use personal For Tax matters can be complicated and the tax consequences of the Merger to you will depend on the facts of your own situation. We recommend that you consult your own tax advisor regarding the tax consequences of the Merger to you. See Section 11 for further information.

1. Questions and answers about the Merger

Question Response

What will holders of At the Effective Time, each Vested Stock Option will automatically be Vested Stock Options cancelled and converted into the right to receive a lump-sum cash receive in the Merger? payment equal to, (1) the Per Share Merger Consideration, less the applicable exercise price per Share attributable to such Vested Stock Option, multiplied by (2) the number of Shares issuable upon exercise in full of such Vested Stock Option; provided that if the exercise price per Share is equal to or greater than the Per Share Merger Consideration, such Vested Stock Option will be cancelled for no consideration. Payment to the holders of Vested Stock Options will be made in U.S. dollars at the exchange rate of the Australian dollar to the United States dollar as of the Effective Time. Fluctuations in the exchange rate of the Australian dollar to the United States dollar through to the Effective Time will affect the amount of U.S. dollars received in respect of each cancelled Vested Stock Option.

What will holders of At the Effective Time, each Unvested Stock Option will automatically Unvested Stock Options be converted into an option to acquire, subject to substantially the receive in the Merger? same terms as were applicable to each Unvested Stock Option, the number of shares of common stock in FOX equal to (1) the number of Shares subject to the Unvested Stock Options multiplied by (2) an amount equal to the Per Share Merger Consideration divided by the market price of shares of common stock in FOX calculated in accordance with the terms set forth in the Merger Agreement. Fluctuations in the exchange rate of the Australian dollar to the United States dollar through to the Effective Time will affect the amount of shares of common stock in FOX received in respect of each Unvested Stock Option.

What will holders of As at the date of this proxy statement, there are no Restricted Shares. Restricted Shares receive in the Merger?

Will the Merger If at any time before the Effective Time, any change in the outstanding Consideration be Shares, Credible CDIs or shares of capital stock of FOX occurs by adjusted? reason of any reclassification, stock split (including a reverse stock split) or combination, exchange or readjustment, or any stock dividend or stock distribution with a record date during such period, then Credible, FOX and Merger Sub will cooperate in good faith to equitably adjust the Merger Consideration.

Assessment of the Merger

Are there any conditions Yes. There are a number of conditions to Closing which must be to the Merger? satisfied or waived (where capable of waiver) prior to the Merger being implemented. In summary and as more thoroughly described in the Merger Agreement, the conditions are:

• obtaining the requisite Stockholder Approval as detailed herein; • all waiting periods (and any extensions) applicable to the Merger under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of For personal use only use personal For 1976 ("HSR Act") having expired or having been earlier terminated (early termination was granted on August 23, 2019, effective immediately); • certain customary ASX approvals having been obtained (the requested waivers and confirmations were granted by ASX on 10 September 2019 (Sydney time);

1. Questions and answers about the Merger

Question Response

• there being no legal, regulatory or judicial restraint on the ability to consummate the Merger;

• subject to certain qualifications and limitations set forth in the Merger Agreement, the representations and warranties of Credible, FOX and Merger Sub in the Merger Agreement be true and correct as at the date of the Merger Agreement and the Effective Time;

• Credible, FOX and Merger Sub having performed in all material respects their respective obligations under the Merger Agreement;

• no material adverse effect occurs in relation to Credible prior to Closing;

• certain U.S. state regulatory approvals having been obtained; and

• the Rollover Stockholder transferring the Rollover Shares to the Intermediate Parent in return for equity interests in the Intermediate Parent. As at the date of this proxy statement, Credible is not aware of any reason why the conditions will not be satisfied, however, no assurances can be made as to if or when Closing will occur.

What happens if the If the Merger is not completed, you will not receive any payment for Merger is not completed? your Shares or Credible CDIs (as applicable). Instead, the Credible CDIs will remain listed on the ASX. If the Merger is not completed because Stockholders (and holders of Credible CDIs) do not approve the Merger, a break fee of US$4 million, may be payable by Credible to FOX under certain circumstances. See Section 8.22 titled “The Merger Agreement – Termination Fee” for further information.

What regulatory approvals The completion of the Merger is subject to the expiration or and filings are needed to termination of any waiting period under the HSR Act (early complete the Merger? termination was granted on August 23, 2019, effective immediately) and certain customary ASX approvals (which were received on 10 September 2019), as well as the absence of any order of any court or other governmental body preventing the completion of the Merger. In addition, certain U.S. state regulatory approvals must be obtained prior to Closing.

For personal use only use personal For

1. Questions and answers about the Merger

Question Response

Special Meeting, voting and approval

How does the Credible At a meeting held on August 3, 2019, upon the unanimous Board recommend that I recommendation of the Special Committee, the Credible Board vote, and how do the unanimously determined that the entry into the Merger Agreement Directors intend to vote? and the consummation of the Merger and the other transactions contemplated by the Merger Agreement were advisable, fair to, and in the best interests of, Credible and the Stockholders (and holders of Credible CDIs) (other than Mr. Stephen Dash and his affiliates) and unanimously approved the entry into the Merger Agreement and the consummation of the Merger and the other transactions contemplated thereby. The Credible Board unanimously recommends that Stockholders vote “FOR”, and holders of Credible CDIs instruct CDN to vote “FOR”, the resolution to approve the Merger Proposal and “FOR” the approval of the Adjournment Proposal. Further, each Director currently intends to use the voting rights attached to any Shares and Credible CDIs held or controlled by him or her, to vote in favour of the resolution to approve the Merger Proposal and the Adjournment Proposal.

Are there any Yes. In connection with the execution of the Merger Agreement, Mr. Stockholders already Stephen Dash and his affiliates, who collectively beneficially owned committed to voting in approximately 43.6% of the voting power of all the Shares as of the favour of approving the date of this proxy statement, entered into a Voting Agreement Merger Agreement? agreeing to vote in favour of adopting the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger (among other things) so long as the Credible Board or the Special Committee has not made a change in their recommendation in favour of the transaction (no other members of management or the Credible Board entered into a voting agreement). The Shares subject to the Voting Agreement will be counted for the purposes of determining whether the Statutory Approval Requirement to approve the Merger Proposal is satisfied, however, such Shares will not be counted for the purposes of determining whether the Public Approval Requirement to approve the Merger Proposal is satisfied. If the Merger Agreement is terminated in accordance with its terms, this Voting Agreement will also terminate.

Where and when is the The Special Meeting will be held on Tuesday, 15 October 2019, at Special Meeting? 11:00am Sydney, Australia time (on Monday, 14 October 2019, at 5:00pm San Francisco, U.S. time) at DLA Piper Australia, Level 22, No. 1 Martin Place, Sydney NSW, Australia, unless otherwise adjourned. You may attend the Special Meeting in person. Stockholders and holders of Credible CDIs who are unable to attend the Special Meeting in person may listen to the Special Meeting via a live conference call (the details for which were separately announced on ASX on 20 September 2019). Pre-registration for the live conference call is available at the following link: https://s1.c- conf.com/diamondpass/credible-10002000-invite.html.

For personal use only use personal For

1. Questions and answers about the Merger

Question Response

What constitutes a A quorum is present at the Special Meeting if holders of at least one quorum for the Special third of the Shares issued and outstanding and entitled to vote thereat Meeting? are present in person or represented by proxy, including Shares represented by Credible CDIs. For purposes of determining the presence or absence of a quorum, votes withheld, abstentions and Shares represented by “broker non- votes” (where a broker or nominee, other than CDN, cannot exercise discretionary authority and does not receive voting instructions from the beneficial owners to vote on a matter) will be counted as present, but will not be considered to have been voted in favour of any of the matters to be considered at the Special Meeting. For the avoidance of doubt, Shares held by Mr. Stephen Dash and his affiliates will be taken into account for the purposes of determining whether a quorum is present.

What vote is required to The resolution to approve the Merger Proposal requires Stockholder approve the Merger Approval, being the affirmative vote of: Proposal at the Special (i) the holders of a majority of the outstanding Shares (including Meeting? Shares represented by Credible CDIs which shall be voted by CDN in accordance with the voting instructions of holders of Credible CDIs) entitled to vote at the Special Meeting; and (ii) the holders of a majority of the outstanding Shares (including Shares represented by Credible CDIs which shall be voted by CDN in accordance with the voting instructions of holders of Credible CDIs) entitled to vote at the Special Meeting excluding Shares held by Mr. Stephen Dash and his affiliates. At the date of this proxy statement, there were 10,107,624 Shares issued and outstanding, of which 4,707,594 Shares are held as 117,689,850 Credible CDIs.

What vote is required to The resolution to approve an adjournment of the Special Meeting to approve the Adjournment a later date or dates, if necessary, requires the affirmative vote of the Proposal at the Special holders of a majority of the votes cast on the proposal at the Special Meeting? Meeting.

Who is entitled to vote at Only Stockholders of record as of the Record Date, are entitled to the Special Meeting? receive notice of the Special Meeting and to vote the Shares that they held at that time at the Special Meeting, or at any adjournments, postponements or continuations of the Special Meeting. If you transfer your Shares before the Record Date you will not be entitled to vote at the Special Meeting. Holders of Credible CDIs and Shares in “street name” as of the Record Date are entitled to receive notice of, and may attend the Special Meeting. However, holders of Credible CDIs and Shares in “street name” may only vote their Shares as detailed directly below under the question, “May I vote in person?”. If you transfer your Credible CDIs before the Record Date you will not

be entitled to instruct CDN how to vote at the Special Meeting. For personal use only use personal For May I vote in person? Yes. If you hold Shares in your own name, you may attend the Special Meeting and vote your Shares in person, rather than signing and returning your proxy card or voting by phone or via Computershare’s website (instructions to voting via Computershare’s website are included on the proxy card).

1. Questions and answers about the Merger

Question Response

If you hold Credible CDIs and wish to vote the Shares underlying your Credible CDIs personally at the Special Meeting, you must either: (i) convert your Credible CDIs into Shares in sufficient time before the Record Date for the Special Meeting, or (ii) direct CDN to appoint you as proxy for the purposes of voting at the Special Meeting. If you wish to convert your Credible CDIs, you should contact Credible’s Australian share registry, Computershare, as soon as possible to find out how to convert your Credible CDIs into Shares and how long the conversion process will take. If your Shares are held in “street name” through a broker or bank, you must get a proxy from your broker or bank in order to attend the Special Meeting and vote in person. Even if you plan to attend the Special Meeting in person, we urge you to complete, sign, date and return the enclosed proxy card or vote via phone or via Computershare’s website, or to complete, sign and return the CDI Voting Instruction Form or voting instruction form received from your broker or bank (as applicable) to ensure that your Shares, including Shares underlying Credible CDIs, will be represented at the Special Meeting.

What is the difference Many of our Stockholders hold their Shares as Credible CDIs, or between holding Shares through a broker, bank, trustee or other nominee rather than directly as a Stockholder of record in their own name. As summarized below, there are some distinctions and as a beneficial between Shares held of record and Shares beneficially owned. owner? Stockholder of Record. If your Shares are registered directly in your name with Credible’s transfer agent, you are considered the Stockholder of record with respect to those Shares and this proxy statement is being sent directly to you by Credible. As a Stockholder of record, you have the right to grant your proxy directly to Credible or to vote in person at the Special Meeting. We have enclosed a proxy card for your use. Beneficial Owner (holders of Credible CDIs). If you hold Credible CDIs, you are considered the beneficial owner of the Shares represented by your Credible CDIs and this proxy statement is being sent to you with the enclosed CDI Voting Instruction Form in accordance with the ASX Settlement Operating Rules. As beneficial owner, you have the right to either direct CDN on how to vote your Shares, or direct CDN to appoint a nominated proxy (including yourself) to vote your Shares. You are also invited to attend the Special Meeting. However, since you are not the Stockholder of record, you may not vote your Shares in person at the Special Meeting unless you direct CDN to appoint you as proxy to vote the Shares instead of CDN. The enclosed CDI Voting Instruction Form has been provided for your use in directing CDN how to vote your Shares or directing CDN to appoint a nominated proxy.

For personal use only use personal For

1. Questions and answers about the Merger

Question Response

Beneficial Owner (other than holders of Credible CDIs). If your Shares are held in a brokerage account, bank account or by another nominee, you are considered the beneficial owner of Shares held in “street name,” and this proxy statement is being forwarded to you by your broker, bank, trustee or other nominee together with a voting instruction form. As the beneficial owner, you have the right to direct your broker, bank, trustee or other nominee on how to vote and are also invited to attend the Special Meeting. However, since you are not the Stockholder of record, you may not vote your Shares in person at the Special Meeting unless you obtain a legal proxy from the broker, bank, trustee or other nominee that holds your Shares, giving you the right to vote the Shares instead of the broker, bank, trustee or nominee holding your Shares. Your broker, bank, trustee or other nominee has enclosed or provided a voting instruction form for your use in directing your broker, bank, trustee or other nominee how to vote your Shares.

Do I need identification to Yes. Please bring proper identification. Anyone without proper attend the Special Meeting identification will not be admitted to the Special Meeting. in person?

May I vote via the internet If your Shares are registered in your name, you may vote by returning or telephone? a signed proxy card or voting in person at the Special Meeting. Additionally, you may submit a proxy authorizing the voting of your Shares at www.investorvote.com/CRD. Proxies submitted via Computershare’s website must be received by 12:00pm on Thursday, 10 October 2019 Sydney, Australia time (on Wednesday, 9 October 2019, at 6:00pm San Francisco, U.S. time). You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy via Computershare’s website. If you hold Credible CDIs, you may instruct CDN how to vote via Computershare’s website at www.investorvote.com.au. You will need your Holder Identification Number or Security Holder Reference Number, which is shown on the enclosed CDI Voting Instruction Form. The latest time for receipt of CDI voting instructions via Computershare’s website is on Tuesday, 8 October 2019, at 11:00am Sydney, Australia time (on Monday, 7 October 2019, at 5:00pm San Francisco, U.S. time). If your Shares are held in “street name” through a broker or bank, you may vote by completing and returning the voting instruction form provided by your broker or bank, or via Computershare’s website through your broker or bank if such a service is provided. To vote via Computershare’s website through your broker or bank, you should follow the instructions on the voting instruction form provided by your broker or bank. Stockholders may vote telephonically. Voting instructions are included on your enclosed proxy card. Holders of Credible CDIs may not vote telephonically.

For personal use only use personal For What do I need to do We urge you to read this proxy statement (including the Annexes now? and the materials we refer to in this proxy statement) carefully and consider how the Merger affects you. Then mail your completed, dated and signed proxy card in the enclosed return envelope as soon as possible, or vote via Computershare’s website or by phone, so that your Shares can be voted at the Special Meeting.

1. Questions and answers about the Merger

Question Response

If you hold Credible CDIs, you may direct CDN, the Stockholder of record, on how to vote the Shares represented by your Credible CDIs by following the procedures described in Section 3. Alternatively, a holder of Credible CDIs may instruct CDN to appoint a nominated proxy to vote the Shares underlying their Credible CDls in person at the Special Meeting. The nominated proxy may be the holder of Credible CDIs. If you hold Shares in “street name,” you will need to direct your broker, bank, trustee or other nominee on how to vote your Shares by following the procedures described in Section 3. Please do not send your stock certificates or holding statement with your proxy card or CDI Voting Instruction Form (as applicable).

What happens if I abstain The resolution to approve the Merger Proposal requires Stockholder from voting or fail to vote Approval. because I do not return If you abstain from voting or fail to vote because you do not return my proxy card, vote your proxy card, voting instruction form or CDI Voting Instruction electronically or attend Form, or did not vote via Computershare’s website (or by phone the Special Meeting and where permitted to do so) or attend the Special Meeting and vote in vote in person? person (as applicable), it will have the same effect as if you voted “AGAINST” the resolution to approve the Merger Proposal. Your vote is very important. We encourage you to vote as soon as possible.

Why is my vote If you do not submit a proxy or voting instructions or vote via important? Computershare’s website (or by phone where permitted to do so) or attend the Special Meeting and vote in person or submit a CDI Voting Instruction Form (as applicable), it will be more difficult for us to obtain the necessary quorum to hold the Special Meeting. In addition, because the resolution to approve the Merger Proposal must receive Stockholder Approval, being the affirmative vote of: (i) the holders of a majority of the outstanding Shares (including Shares represented by Credible CDIs which shall be voted by CDN in accordance with the voting instructions of holders of Credible CDIs) entitled to vote at the Special Meeting; and (ii) the holders of a majority of the outstanding Shares (including Shares represented by Credible CDIs which shall be voted by CDN in accordance with the voting instructions of holders of Credible CDIs) entitled to vote at the Special Meeting excluding Mr. Stephen Dash and his affiliates, failure to vote your Shares (including Shares represented by Credible CDIs) will have the same effect as a vote against the approval of the Merger Proposal.

For personal use only use personal For

1. Questions and answers about the Merger

Question Response

If I hold Credible CDIs, or CDN, your broker or your bank (as applicable) will not be able to vote my broker or bank holds your Shares or Credible CDIs with respect to the approval of the my Shares in “street Merger Proposal nor the approval of the Adjournment Proposal name,” will CDN, or my without instructions from you. You should instruct CDN or your broker broker or bank vote my or bank to vote your Shares or Credible CDIs (as applicable) by Shares for me? following the procedures provided on your CDI Voting Instruction Form or on the voting instruction form provided by your broker or bank, as applicable. Without instructions, your Shares will not be voted on the Merger Proposal or the Adjournment Proposal. With respect to the Merger Proposal, this will have the same effect as if you voted “AGAINST” the resolution to approve the Merger Proposal. With respect to the Adjournment Proposal, this will have the same effect as if you did not cast a vote on the Adjournment Proposal.

May I change my vote Yes. You may change your vote at any time before your proxy is voted after I have delivered my at the Special Meeting. If you are the Stockholder of record you may proxy? do this in one of three ways:

• First, you may deliver, including via Computershare’s website, to the ASX Representative of Credible a written notice bearing a date later than the proxy you delivered to Credible stating that you would like to revoke your proxy.

• Second, you may complete, execute and deliver, including via Computershare’s website, to the ASX Representative of Credible a new, later-dated proxy card for the same Shares.

• Third, you may attend the Special Meeting and vote in person. Your attendance at the Special Meeting alone will not revoke your proxy, but your actual vote cast at the Special Meeting will do so. Any written notice of revocation or subsequent proxy should be delivered to Credible Labs Inc., Computershare, GPO Box 242, Melbourne, Victoria 3001, Australia, Attention: Investor Relations, or hand-delivered to our ASX Representative at or before the taking of the vote at the Special Meeting. If you have instructed a bank or broker to vote your Shares, you must follow the directions received from your bank or broker to change those instructions. If you are a holder of Credible CDIs and have completed and returned your CDI Voting Instruction Form, you may change or revoke the directions contained therein by notice of change or revocation to Computershare.

What rights do I have if I Stockholders are entitled to exercise appraisal rights in connection oppose the Merger? with the Merger. If you do not vote in favour of the resolution to approve the Merger Proposal and the Merger is completed, you may dissent and seek payment of the fair value of your Shares pursuant to appraisal rights under Delaware law. To do so, however, you must strictly comply with all of the required procedures under Delaware For personal use only use personal For law. See Section 4.12 and Annex C, which sets forth Section 262 of the DGCL for further information.

1. Questions and answers about the Merger

Question Response

Holders of Credible CDIs are not entitled to exercise appraisal rights in connection with the Merger. Holders of Credible CDIs must have converted their Credible CDIs into Shares prior to the Record Date for the Special Meeting in order to exercise appraisal rights in connection with the Merger. Additionally, holders of Stock Options are not entitled to exercise appraisal rights in connection with the Merger.

What should I do if I You may receive more than one set of voting materials, including receive more than one set multiple copies of this proxy statement and multiple proxy cards or of voting materials? voting instruction forms. For example, if you hold your Shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold Shares. If you are a Stockholder of record and your Shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return (or vote via Computershare’s website with respect to) each proxy card and voting instruction form that you receive.

Should I send in my stock No. Please do not send your stock certificates or holding certificates now? statement with your proxy card or CDI Voting Instruction Form (as applicable). After the Merger is completed, you will receive written instructions for exchanging your Shares for the Per Share Merger Consideration for each Share you hold. Similarly, holders of Credible CDIs should not send their holding statement(s) with their CDI Voting Instruction Form. Computershare will arrange for the Per CDI Merger Consideration to be sent to holders of Credible CDIs on behalf of CDN after the Merger is completed. See Section 3.11 for further information.

Other questions

What will happen to my Following the completion of the Merger, your Shares and Credible Shares and Credible CDIs CDIs will be cancelled pursuant to the Merger Agreement in after the Merger? exchange for the right to receive the Merger Consideration for each Share or Credible CDI you hold (as applicable). Trading in Credible CDIs on the ASX will cease. Price quotations for Credible CDIs will no longer be available and we will cease filing reports and other information with the ASX.

What is the Fairness The Fairness Opinion was obtained in connection with the Special Opinion? Committee's evaluation of the Merger only and is only addressed to the Special Committee. The Special Committee retained PJT Partners to provide a U.S.-style fairness opinion. Accordingly, the Fairness Opinion was obtained in accordance with U.S. practice and is not an Australian-standard independent expert's report to Stockholders or holders of Credible CDIs on whether the Merger is fair and reasonable to Stockholders (and holders of Credible CDIs). Accordingly, the Fairness Opinion should not be relied upon in any

For personal use only use personal For way by Stockholders or holders of CDIs as they consider the Merger.

1. Questions and answers about the Merger

Question Response

Do any Directors or Yes. When considering the recommendation of the Credible Board, executive officers have you should be aware that some members of the Credible Board and interests in the Merger Credible’s executive officers have interests in the Merger that are that may differ from those different from, or in addition to, the interests of Stockholders (and of Stockholders (and holders of Credible CDIs) generally. The members of the Credible holders of Credible CDIs)? Board were aware of these interests, and considered them in (1) evaluating and negotiating the Merger Agreement, (2) approving the Merger Agreement and (3) recommending that the Merger Agreement be adopted by the Stockholders (and holders of Credible CDIs). See Section 4.6 for a description of these interests, including the rights of our Directors and executive officers in connection with the Merger.

Who is the Rollover The Rollover Stockholder is Mr. Stephen Dash ("Rollover Stockholder and what is Stockholder"). The Merger is conditional on (among other things) the the condition relating to Rollover Stockholder transferring the Rollover Shares to the him? Intermediate Parent in return for equity interests in the Intermediate Parent.

What happens if a If a competing transaction is proposed to Credible, the Credible Board competing transaction is will carefully consider the proposal and determine whether it is a proposed? superior proposal. Under the Merger Agreement, Credible must notify FOX of any competing transaction and its terms. FOX has a matching right in relation to any competing transaction.

Is a break fee payable? Yes. A break fee of US$4 million may be payable by Credible to FOX upon or following the termination of the Merger Agreement under certain circumstances. See Section 8.22 titled “The Merger Agreement – Termination Fee” for further information.

Can I sell my Shares? Yes. You can sell your Shares at any time before the Effective Time. However, if you sell your Shares prior to the Effective Time, you will (among other things) not receive the Merger Consideration.

Can I sell my Credible Yes. You can sell your Credible CDIs at any time before the close of CDIs? trading on the Suspension Date. Trading in Credible CDIs will be suspended from official quotation on the ASX from the close of trading on the trading day that is two Business Days before the Closing Date. You will not be able to sell your Credible CDIs on the ASX after this time. If you sell your Credible CDIs on the ASX prior to the Effective Time, you will (among other things) not receive the Merger Consideration.

What happens if I sell my If you transfer your Shares after the Record Date but before the Shares or Credible CDIs Special Meeting, you will retain your right to vote at the Special before the Special Meeting, but will transfer the right to receive the Merger Consideration Meeting? with respect to such Shares.

For personal use only use personal For If you transfer your Shares before the Record Date, you will not be entitled to vote at the Special Meeting..

1. Questions and answers about the Merger

Question Response

If you transfer your Credible CDIs after the Record Date but before the Special Meeting, you will retain your right to instruct CDN how to vote at the Special Meeting, but will transfer the right to receive the Merger Consideration with respect to such Credible CDIs. If you transfer your Credible CDIs before the Record Date, you will not be entitled to instruct CDN how to vote at the Special Meeting

Can I choose to keep my No. If the Merger is implemented, your Shares or Credible CDIs will Shares or Credible CDIs? be cancelled. Provided that the resolution to approve the Merger Proposal is approved at the Special Meeting and the other conditions to the Merger are satisfied or waived, and you don’t properly exercise appraisal rights, this will occur even if you did not vote or if you voted against the Merger.

Who will solicit and pay Credible will solicit and bear the cost of the solicitation of proxies for the cost of soliciting the Special Meeting. Proxies may also be solicited by certain of our proxies? Directors, officers and employees, personally or by any other means of communication. No additional compensation will be paid for such services. See Section 3.10 titled “Special Meeting– Solicitation of Proxies” for further information.

How can I ask questions if Stockholders and holders of Credible CDIs who are unable to attend I cannot attend the Special the Special Meeting in person are invited to listen to the Special Meeting in person? Meeting via a live conference call (the details for which were separately announced on ASX on 20 September 2019). Pre- registration for the live conference call is available at the following link: https://s1.c-conf.com/diamondpass/credible-10002000-invite.html. However, only Stockholders that attend in person will be able to ask questions at the Special Meeting. If you have a specific question that you would like to submit to the Chairman of the Special Meeting, you may do so by contacting Credible’s ASX representative Naomi Dolmatoff via email ([email protected]) or phone (+61 2 8280 7355). Written questions must be submitted at least 5 Business Days before the Special Meeting.

Further information

Where can I find more See Section 5 titled “Information about Credible” for further information about information about Credible. Credible? Credible also files certain information with the ASX. This information is available in electronic form at www.asx.com.au.

Who can help answer my If you would like additional copies, without charge, of this proxy questions? statement or if you have questions about the Merger, including the procedures for voting your Shares or Credible CDIs, you should call 1300 353 179 (within Australia) or +61 3 9415 4305 (outside Australia).

Where can I find the voting We intend to announce preliminary voting results at the Special results of the Special Meeting and publish final results with the ASX following the Special For personal use only use personal For Meeting? Meeting.

No securities regulatory authority or commission (including Securities and Exchange Commission, any U.S. state securities regulatory agency, the ASX or ASIC) has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosures in this proxy statement.

2. THE MERGER PROPOSAL

2.1 Proposal 1— Merger Proposal

As discussed elsewhere in this proxy statement, Stockholders and holders of Credible CDIs will consider and vote on a resolution to approve the Merger Proposal. Stockholder Approval is required in order for the Merger to occur. If Stockholders (including holders of Credible CDIs) fail to resolve to approve the Merger Proposal, the Merger will not occur.

Accordingly, we are asking Stockholders (including holders of Credible CDIs) to vote to approve the Merger Proposal, either by attending the Special Meeting and voting in person or by submitting a proxy or voting via Computershare’s website (instructions to voting via Computershare’s website are included on the proxy card and CDI Voting Instruction Form) or by phone (where permitted to do so). You should carefully read this proxy statement in its entirety for more detailed information concerning the Merger Agreement and the transactions contemplated thereby. In particular, you are urged to read the Merger Agreement in its entirety, which is attached as Annex A to this proxy statement.

Approval of the Merger Proposal requires Stockholder Approval, being the affirmative vote of:

(i) the holders of a majority of the outstanding Shares (including Shares represented by Credible CDIs which shall be voted by CDN in accordance with the voting instructions of holders of Credible CDIs) entitled to vote at the Special Meeting; and (ii) the holders of a majority of the outstanding Shares (including Shares represented by Credible CDIs which shall be voted by CDN in accordance with the voting instructions of holders of Credible CDIs) entitled to vote at the Special Meeting excluding those held by Mr. Stephen Dash and his affiliates.

If Stockholder Approval is not obtained, the Merger will not occur. As further discussed in Section 9, Mr. Stephen Dash and his affiliates have entered into a Voting Agreement, pursuant to which Mr. Stephen Dash and his affiliates have agreed to vote Shares representing approximately 43.6% of the aggregate voting power of the total Shares as of the date of this proxy statement in favour of the resolution to approve the Merger Proposal. The Shares subject to the Voting Agreement will be counted for the purposes of determining whether the Statutory Approval Requirement to approve the Merger Proposal is satisfied. However, his Shares and his affiliates’ Shares will not be counted for the purposes of determining whether the Public Approval Requirement to approve the Merger Proposal is satisfied.

For the Merger Proposal, you may vote “FOR”, “AGAINST” or “ABSTAIN”. If you abstain from voting or fail to vote because you do not return your proxy card, voting instruction form or CDI Voting Instruction Form, or did not vote via Computershare’s website or by phone or attend the Special Meeting and vote in person (as applicable) it will have the same effect as a vote “AGAINST” the resolution to approve the Merger Proposal.

If you hold your Shares through a broker, bank, trustee or other nominee and you do not instruct your broker, bank, trustee or other nominee on how to vote your Shares on the Merger Proposal, your broker, bank, trustee or other nominee will not vote your Shares on the Merger Proposal, and such broker non- votes will have the same effect as a vote “AGAINST” such resolution.

If you hold Credible CDIs and you do not instruct CDN on how to vote your Credible CDIs on the Merger Proposal, CDN will not vote your Credible CDIs on the Merger Proposal, which will have the same effect as a vote “AGAINST” such resolution.

For personal use only use personal For Recommendation of the Credible Board:

The Credible Board, following the unanimous recommendation of the Special Committee, unanimously recommends that Stockholders vote “FOR” the Merger Proposal and holders of Credible CDIs instruct CDN to vote “FOR” the Merger Proposal.

2. The Merger Proposal

2.2 Proposal 2—Adjournment Proposal

We are asking Stockholders and holders of Credible CDIs to consider and vote on an alternate proposal to approve an adjournment of the Special Meeting for the purpose of soliciting additional proxies if a quorum is present but the chairman of the Special Meeting concludes there may not be sufficient votes at the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”).

Accordingly, if a quorum is present at the Special Meeting but the chairman of the Special Meeting concludes, in his sole discretion, that there may not be sufficient votes at the Special Meeting in favour of the Merger Proposal, then the chairman of the Special Meeting will move to adjourn the Special Meeting to a later date or dates in order to enable the Credible Board to solicit additional proxies in favour of such proposal. In that event, the chairman of the Special Meeting will put to the vote, as the first item of business, the Adjournment Proposal (in advance of the vote on the Merger Proposal).

If Stockholders and holders of Credible CDIs approve the Adjournment Proposal, Credible may adjourn the Special Meeting without formally taking a vote on the Merger Proposal and use the additional time to solicit additional proxies in favour of the Merger Proposal. Among other things, approval of the Adjournment Proposal could mean that Stockholders (and holders of Credible CDIs), may be asked to vote only upon the Adjournment Proposal and, if approved, Credible may adjourn the Special Meeting without a vote on the Merger Proposal.

If the Adjournment Proposal is not adopted, a vote will then be held on the Merger Proposal.

Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast on the proposal at the Special Meeting. Abstentions are not considered votes cast and therefore will have no effect on the outcome of this proposal. Furthermore, in contrast to the Public Approval Requirement of the Merger Proposal, Mr. Stephen Dash and his affiliates will be entitled to vote on the Adjournment Proposal at the Special Meeting.

Approval of this proposal is not a condition to the completion of the Merger.

For purposes of determining the presence or absence of a quorum, the presence of Stockholders and holders of Credible CDIs, whether in person or represented by proxy, will be counted as present and votes withheld, abstentions and Shares represented by “broker non-votes” (where a broker or nominee, other than CDN, cannot exercise discretionary authority and does not receive voting instructions from the beneficial owners to vote on a matter) will also be counted as present. For the avoidance of doubt, Shares held by Mr. Stephen Dash and his affiliates will be taken into account for the purposes of determining whether a quorum is present.

Recommendation of the Credible Board:

The Credible Board, unanimously recommends that Stockholders vote “FOR” the Adjournment Proposal and holders of Credible CDIs instruct CDN to vote “FOR” the Adjournment Proposal.

For personal use only use personal For

3. SPECIAL MEETING

The enclosed proxy is solicited on behalf of the Credible Board for use at the Special Meeting or at any adjournment, postponement or continuation thereof.

3.1 Date, Time, Place

The Credible Board is soliciting proxies for use at the Special Meeting to be held on Tuesday, 15 October 2019, at 11:00am Sydney, Australia time (on Monday, 14 October 2019, at 5:00pm San Francisco, U.S. time), at DLA Piper Australia, Level 22, No. 1 Martin Place, Sydney NSW, Australia. A live conference call will also be set up for Stockholders and holders of Credible CDIs who are unable to attend the Special Meeting in person (the details for which were separately announced on ASX on 20 September 2019). Pre-registration for the live conference call is available at the following link: https://s1.c-conf.com/diamondpass/credible-10002000-invite.html.

3.2 Purpose of the Special Meeting

At the Special Meeting, we will invite Stockholders and holders of Credible CDIs to consider and vote upon the following matters:

Proposal 1: to approve the adoption of the Merger Agreement and the consummation of the Merger and the other transactions contemplated thereby, pursuant to which, subject to the terms and conditions thereof, Merger Sub will merge with and into Credible, with Credible surviving the Merger as the Surviving Corporation and becoming an indirect subsidiary of FOX; and

Proposal 2: to approve an adjournment of the Special Meeting for the purpose of soliciting additional proxies if a quorum is present but the chairman of the Special Meeting concludes, in his sole discretion, that there may not be sufficient votes at the Special Meeting to approve the Merger Proposal.

3.3 Entitlement to vote

Stockholders of record on the Record Date are entitled to one vote per Share at the Special Meeting on all matters to be considered at the Special Meeting. Credible CDI holders of record on the Record Date are entitled to instruct CDN in respect of one vote for every 25 Credible CDIs they hold at the Special Meeting on all matters to be considered at the Special Meeting. As of the date of this proxy statement, there are 10,107,624 Shares issued and outstanding, of which 4,707,594 Shares are held as 117,689,850 Credible CDIs. The Credible CDIs are held by approximately 1,154 holders of record.

Stockholder of record

If you own Shares registered directly in your name with Credible’s share registrar, Computershare, you are considered the Stockholder of record with respect to those Shares. As a Stockholder of record, you have the right to grant your voting proxy directly to Credible or to vote in person at the Special Meeting. However, if you transfer your Shares before the Record Date, you will not be entitled to grant your voting proxy directly to Credible or to vote in person at the Special Meeting.

Credible CDI holders

For personal use only use personal For CDN is the Stockholder of record for all Shares beneficially owned by holders of Credible CDIs. Holders of Credible CDIs at the Record Date are entitled to receive the Notice of Meeting and attend the Special Meeting and may direct CDN to vote the underlying Shares on their behalf at the Special Meeting, and any adjournment or postponement thereof, by following the procedures set out in Section 3.8 below.

3. Special Meeting

Holders of Credible CDIs cannot vote in person at the Special Meeting unless:

• such holders of Credible CDIs have completed the conversion of their Credible CDIs into Shares prior to the Record Date for the Special Meeting; or

• such holders of Credible CDIs instruct CDN to appoint themselves as proxy for the purposes of voting at the Special Meeting.

In respect of the voting instructions it receives, CDN, on behalf of the holders of Credible CDIs, will vote the underlying Shares represented by the Credible CDIs on an aggregate basis by:

• determining the total number of Credible CDIs “FOR” (i) the Merger Proposal and (ii) the Adjournment Proposal;

• determining the total number of Credible CDIs “AGAINST” (i) the Merger Proposal and (ii) the Adjournment Proposal,

• determining the total number of Credible CDIs abstaining from voting on (i) the Merger Proposal and (ii) the Adjournment Proposal; and

• applying the ratio of one (1) Share for every twenty-five (25) Credible CDIs, and submitting the resultant number of Shares “FOR” or “AGAINST” (i) the Merger Proposal and (ii) the Adjournment Proposal and the number of Shares abstaining from voting on the (i) the Merger Proposal and (ii) the Adjournment Proposal, as appropriate.

However, if you transfer your Credible CDIs before the Record Date, you will not be entitled to instruct CDN how to vote at the Special Meeting.

Beneficial owner (other than Credible CDI holders)

If your Shares are held in a stock brokerage account or by a bank, trust or other nominee, then the broker, bank, trustee or other nominee is considered to be the Stockholder of record with respect to those Shares, while you are considered the beneficial owner of those Shares and your Shares are held in street name (“Street Name”). Street Name holders of Shares are entitled to receive the Notice of Meeting and attend the Special Meeting, and may direct their broker, bank, trustee or other nominee to vote their Shares at the Special Meeting, and any adjournment or postponement thereof, by following the procedures set out in Section 3.8 below.

Since a Street Name holder is not the Stockholder of record, the Street Name holder may not vote their Shares in person at the Special Meeting unless such holder obtains a “legal proxy” from their applicable broker, bank, trust, or other nominee giving such holder the right to vote the Shares at the meeting.

However, if you transfer your Shares before the Record Date and cease to be the beneficial owner of your Shares, you will not be entitled to instruct your broker, bank, trustee or other nominee how to vote at the Special Meeting.

3.4 Quorum

A quorum of Stockholders (and holders of Credible CDIs) is necessary to hold a valid Special Meeting. A quorum is present at the Special Meeting if holders of at least one third of the Shares, including Shares represented by Credible CDIs, issued and outstanding and entitled to vote thereat, including via CDN in respect of holders of Credible CDIs, are present in person or represented by proxy. In the event that a quorum is not present at the Special Meeting, it is expected that the meeting will be adjourned to

For personal use only use personal For solicit additional proxies.

For purposes of determining the presence or absence of a quorum, votes withheld, abstentions and Shares represented by “broker non-votes” (where a broker or nominee, other than CDN, cannot exercise discretionary authority and does not receive voting instructions from the beneficial owners to vote on a matter) will be counted as present, but will not be considered to have been voted in favour of any of the matters to be considered at the Special Meeting.

3. Special Meeting

Holders of Credible CDIs who instruct CDN to abstain from voting on their behalf will have their underlying Shares counted toward a quorum at the Special Meeting. However, holders of Credible CDIs who fail to provide instructions to CDN will not have their underlying Shares counted towards a quorum at the Special Meeting.

For the avoidance of doubt, Shares held by Mr. Stephen Dash and his affiliates will be taken into account for the purposes of determining whether a quorum is present.

3.5 Votes Required; Abstentions and Broker Non-Votes

The approval of the Merger Proposal (Proposal 1) requires Stockholder Approval.

Stockholder Approval is a condition to the completion of the Merger.

The approval of the Adjournment Proposal (Proposal 2) requires the affirmative vote of the holders of a majority of the votes cast on the proposal at the Special Meeting. In contrast to the Public Approval Requirement of the Merger Proposal, Mr. Stephen Dash and his affiliates will be entitled to vote on the Adjournment Proposal at the Special Meeting.

The approval of any other proposal to be voted upon at the Special Meeting also requires the affirmative vote of the holders of a majority of the votes cast on the proposal.

Shares with respect to which Stockholders abstain from voting on a particular matter, and Shares represented by “broker non-votes”, will not be counted as votes in favour of such matter, but as mentioned under Section 3.4 (above), will be counted to determine whether a quorum is present at the Special Meeting and will be counted as voting power present at the Special Meeting. For the avoidance of doubt, Shares held by Mr. Stephen Dash and his affiliates will be taken into account for the purposes of determining whether a quorum is present.

Abstentions, “broker non-votes” and the failure to provide voting instructions to CDN, will have the effect of a vote “AGAINST” the proposal to approve the Merger Proposal because approval of this proposal requires Stockholder Approval, being the affirmative vote of: (i) the holders of a majority of the outstanding Shares (including Shares represented by Credible CDIs which shall be voted by CDN in accordance with the voting instructions of holders of Credible CDIs) entitled to vote at the Special Meeting; and (ii) the holders of a majority of the outstanding Shares (including Shares represented by Credible CDIs which shall be voted by CDN in accordance with the voting instructions of holders of Credible CDIs) entitled to vote at the Special Meeting excluding Mr. Stephen Dash and his affiliates.

Abstentions, “broker non-votes” and the failure to provide voting instructions to CDN in relation to the Adjournment Proposal are not considered votes cast and therefore will have no effect on the outcome of this proposal.

3.6 Voting by our Directors, Executive Officers and Stockholders (and holders of Credible CDIs)

As of the date of this proxy statement, our Directors (excluding Mr. Stephen Dash) beneficially owned or controlled, and were entitled to vote, 740,305 Shares, which represented approximately 7.3% of the

For personal use only use personal For Shares outstanding on that date.

In connection with the execution of the Merger Agreement, Mr. Stephen Dash and his affiliates, who collectively beneficially own approximately 43.6% of the voting power of Shares in Credible as at the date of this proxy statement, have entered into a Voting Agreement agreeing to vote in favour of adoption of the Merger Agreement and the consummation of the Merger (among other things).

3. Special Meeting

The Shares subject to the Voting Agreement will be counted for the purposes of determining whether the Statutory Approval Requirement to approve the Merger Proposal is satisfied. However, Shares held by Mr. Stephen Dash and his affiliates will not be counted for the purposes of determining whether the Public Approval Requirement to approve the Merger Proposal is satisfied.

3.7 Credible Board Recommendation

Proposal 1 (Approval of the Merger Proposal). After careful consideration, the Credible Board has unanimously determined that the entry into the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement are advisable and fair to, and in the best interests of, Credible and the Stockholders (and holders of Credible CDIs) (other than Mr. Stephen Dash and his affiliates). Accordingly, the Credible Board unanimously recommends that Stockholders vote “FOR” the Merger Proposal and holders of Credible CDIs instruct CDN to vote “FOR” the resolution to approve the Merger Proposal.

Proposal 2 (Adjournment Proposal). The Credible Board also unanimously recommends that Stockholders vote “FOR”, and holders of Credible CDIs instruct CDN to vote “FOR”, an adjournment of the Special Meeting for the purpose of soliciting additional proxies if a quorum is present but the chairman of the Special Meeting concludes there may not be sufficient votes at the Special Meeting to approve the Merger Proposal.

In the course of reaching its unanimous determination, the Credible Board consulted with Credible’s management and its financial adviser. The Credible Board also consulted with outside legal counsel regarding the fiduciary duties of the Credible Board and the terms and conditions of the Merger Agreement and related agreements. The Credible Board reviewed information regarding:

• Credible’s business and operations;

• historical market prices, volatility and trading information regarding Credible CDIs;

• the Merger Consideration to be paid to Stockholders and holders of Credible CDIs (as applicable) pursuant to the Merger;

• the terms of the Merger Agreement; the potential alternatives to the Merger, and the terms, conditions and risks of such alternatives;

• Credible’s prospects as an independent company and the required financing and resulting dilution required to operate independently; and

• the opinion of PJT Partners provided to the Special Committee as described in this proxy statement.

3.8 Voting of Proxies

Voting Shares

If your Shares are registered in your name, you may vote by:

• returning a signed proxy card;

• via Computershare’s website at www.investorvote.com.au; For personal use only use personal For • via telephone; or

• voting in person at the Special Meeting.

3. Special Meeting

If you plan to attend the Special Meeting and wish to vote in person, you will be given a ballot at the meeting. If your Shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the Special Meeting in person so that your vote will be counted if you later decide not to attend the Special Meeting. If you submit your vote by proxy and later decide to vote in person at the Special Meeting, the vote you submit at the Special Meeting will override your proxy vote.

Voting instructions are included on your proxy card. All Shares represented by properly executed proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the Stockholder. Properly executed proxies that do not contain voting instructions will be voted “FOR” the Merger Proposal and the Adjournment Proposal. In addition, while the Credible Board does not know of any matter that is not described in this proxy statement to be presented for action at the Special Meeting, the persons named as proxies by a Stockholder are authorized to vote on such other business as may properly come before the Special Meeting.

Voting Credible CDIs

Holders of Credible CDIs may give directions to vote the underlying Shares by submitting instructions to CDN to:

• vote on behalf of such Credible CDI holder at the meeting on the Merger Proposal and the Adjournment Proposal and according to the directions of such Credible CDI holder; or

• appoint a nominated proxy to vote the shares underlying their Credible CDls in person at the Special Meeting. The nominated proxy may be the holder of Credible CDIs. Shares underlying Credible CDIs are held of record by CDN. If holders of Credible CDIs wish to vote at the Special Meeting, they must direct CDN on the CDI Voting Instruction Form to appoint the holder of the Credible CDIs as proxy for the purposes of voting the Shares underlying their Credible CDIs at the Special Meeting.

Holders of Credible CDIs may submit voting instructions:

• by completing and mailing or faxing the enclosed CDI Voting Instruction Form;

• via Computershare’s website at www.investorvote.com.au; or

• via the Internet at http://www.intermediaryonline.com (for Intermediary Online subscribers only).

To submit voting instructions by mail or fax, holders of Credible CDIs may send the CDI Voting Instruction Form to Computershare, in accordance with the instructions on the CDI Voting Instruction Form. Instructions on how to fill out the CDI Voting Instruction Form are set out on the form. To submit voting instructions via Computershare’s website, holders of Credible CDIs will need their Security Holder Reference Number or Holder Identification Number (or their personalised QR code), which is shown on the enclosed CDI Voting Instruction Form. Holders of Credible CDIs will be taken to have signed the CDI Voting Instruction Form if instructions are submitted in accordance with the directions on the website www.investorvote.com.au. The latest time for receipt of CDI Voting Instruction Forms (and any necessary supporting documents) via mail or fax, and voting instructions via Computershare’s website is on Tuesday, 8 October 2019, at 11:00am Sydney, Australia time (on Monday, 7 October 2019, at 5:00pm San Francisco, U.S. time).

Voting Shares (Street Name)

Street Name holders may vote their Shares by submitting instructions to their broker, bank, trustee or

For personal use only use personal For other nominee to vote the Shares on their behalf at the Special Meeting. Holders of Shares in “street name” may submit their instructions by returning the voting instruction form received from their broker, bank, trustee or other nominee (as applicable) to them. You should contact your broker, bank, trustee or other nominee to ensure your voting instruction forms are received by them with sufficient time for them to give a proxy to vote your Shares in accordance with your instructions.

3. Special Meeting

For purposes of voting to approve the Merger Proposal and the Adjournment Proposal, brokers, bank, trustees or other nominees who hold Shares in “street name”, and CDN, may not give a proxy to vote those Shares in the absence of specific instructions from the beneficial owner of those Shares. As a result, you should carefully follow the instructions given to you on the CDI Voting Instruction Form or the voting instruction form given to you by your broker, bank, trustee or other nominee to assure that your Shares are properly voted.

If no instructions are given to the broker, bank, trustee or other nominee holding Shares, or if instructions are given to the broker, bank, trustee or other nominee indicating that the broker, bank, trustee or other nominee does not have authority to vote on the Merger Proposal or the Adjournment Proposal, then the Shares will be counted as present for purposes of determining whether a quorum exists, but will have the same effect as votes “AGAINST” the Merger Proposal.

Abstentions, “broker non-votes” and the failure to provide voting instructions to CDN, will have the effect of a vote “AGAINST” the Merger Proposal because approval of this proposal requires the Stockholder Approval.

Abstentions, “broker non-votes” and the failure to provide voting instructions to CDN in relation the Adjournment Proposal are not considered votes cast and therefore will have no effect on the outcome of this proposal.

Please note that if your Shares are held of record by a broker, bank, trustee or other nominee and you wish to vote at the Special Meeting, you must bring to the Special Meeting a letter from the broker, bank or other nominee confirming your beneficial ownership of the Shares and that the broker, bank, trustee or other nominee is not voting the Shares at the Special Meeting.

3.9 Revocability of Proxies

Any proxy you give pursuant to this solicitation may be revoked by you at any time before it is voted. Proxies of Stockholders of record may be revoked by:

• filing a written statement to that effect with our ASX Representative at or before the taking of the vote at the Special Meeting in the manner specified below;

• submitting a properly signed proxy card with a later date that is received prior to the close of voting; or

• attending the Special Meeting, revoking your proxy, and voting in person.

If the written statement is not filed at the Special Meeting, the written statement to the ASX Representative should be delivered by no later than Thursday, 10 October 2019, at 12:00pm Sydney, Australia time (on Wednesday, 9 October, 2019, at 6:00pm San Francisco, U.S. time).

Any written statement of revocation or subsequent proxy should be delivered to Computershare, GPO Box 242, Melbourne, Victoria 3001, Australia, or hand delivered to such address, or hand-delivered at or before the taking of the vote at the Special Meeting.

Credible CDIs

Holders of Credible CDIs who have completed and returned a CDI Voting Instruction Form (in the

manner set out in Section 3.8 above) may revoke or change their directions to CDN relating to such For personal use only use personal For Credible CDIs at any time prior to Tuesday, 8 October 2019, at 11:00am Sydney, Australia time (on Monday, 7 October 2019, at 5:00pm San Francisco, U.S. time) by providing written notice of revocation or change to Computershare bearing a later date than the CDI Voting Instruction Form previously sent.

3. Special Meeting

Any written revocation or change should be mailed to Computershare, GPO Box 242, Melbourne, Victoria 3001, Australia or faxed to +1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia) before the submission of an additional CDI Voting Instruction Form. Any additional CDI Voting Instruction Forms must be submitted via mail, fax or Computershare’s website by Tuesday, 8 October 2019, at 11:00am Sydney, Australia time (on Monday, 7 October 2019, at 5:00pm San Francisco, U.S. time).

Shares (Street Name)

If you are a beneficial owner of Shares held through a broker, bank, trustee or other nominee, you may submit new voting instructions by contacting your broker, bank, trustee or other nominee. You may also change your vote or revoke your voting instructions in person at the Special Meeting if you obtain a signed proxy from the record holder (being, the broker, bank, trustee or other nominee (as applicable)) giving you the right to vote the Shares.

3.10 Solicitation of Proxies

The expense of preparing and soliciting proxies in the enclosed form will be borne by Credible. We may reimburse brokers, banks and other custodians, nominees and fiduciaries representing beneficial owners of Shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by certain of our Directors, officers and employees, personally or by any other means of communication. No additional compensation will be paid for such services.

3.11 Exchange of Stock Certificates

Stockholders should not send stock certificates with their proxies. A separate transmittal form with instructions for the surrender of stock certificates in exchange for Merger Consideration will be mailed to Stockholders shortly after completion of the Merger. Similarly, holders of Credible CDIs should not send their holding statement(s) with their CDI Voting Instruction Form. Holders of Credible CDIs are not required to exchange their holding statement(s) in order to receive the Merger Consideration. Computershare will arrange for the Merger Consideration to be sent to holders of Credible CDIs on behalf of CDN.

3.12 Householding of Special Meeting Materials

Some banks, brokers, trustees and other nominee record holders may be participating in the practice of “householding” proxy statements and special reports. This means that only one copy of this proxy statement may have been sent to multiple Stockholders and holders of Credible CDIs in each household. We will promptly deliver a separate copy of either document to any Stockholder or holder of Credible CDIs upon written or oral request to Computershare, GPO Box 242, Melbourne, Victoria 3001, Australia or 1300 353 179 (within Australia) and +61 3 9415 4305 (outside Australia). If multiple Stockholders or holders of Credible CDIs sharing the same household who receive multiple copies of this proxy statement would like to receive a single copy instead, they should contact their banks, brokers, trustees or other nominee record holders for appropriate instructions.

3.13 Stockholder List

A list of our Stockholders entitled to vote at the Special Meeting will be available for examination by any Stockholder for any purpose germane to the Special Meeting. For 10 days prior to the Special Meeting, this Stockholder list will be available for examination during ordinary business hours at our principal executive offices located at 22 4th Street, Floor 8, San Francisco, CA 94103, United States. This For personal use only use personal For Stockholder list will also be available for inspection at the Special Meeting by any Stockholder who is present in person at the meeting.

3. Special Meeting

3.14 Live conference call

Stockholders and holders of Credible CDIs who are unable to attend the Special Meeting in person may listen to the Special Meeting via a live conference call (the details for which were separately announced on ASX on 20 September 2019). Pre-registration for the live conference call is available at the following link: https://s1.c-conf.com/diamondpass/credible-10002000-invite.html. However, only Stockholders and holders of Credible CDIs that attend in person will be able to ask questions at the Special Meeting. If you have a specific question that you would like to submit to the Chairman of the Special Meeting, you may do so by contacting Credible’s ASX representative Naomi Dolmatoff via email ([email protected]) or phone (+61 2 8280 7355). Written questions must be submitted at least 5 Business Days before the Special Meeting.

3.15 Transfer of Shares or Credible CDIs

If you transfer your Shares after the Record Date but before the Special Meeting, you will retain your right to vote at the Special Meeting, but will transfer the right to receive the Merger Consideration with respect to such Shares. If you transfer your Shares before the Record Date, you will not be entitled to vote at the Special Meeting. Credible CDIs If you transfer your Credible CDIs after the Record Date but before the Special Meeting, you will retain your right to instruct CDN how to vote at the Special Meeting, but will transfer the right to receive the Merger Consideration with respect to such Credible CDIs. If you transfer your Credible CDIs before the Record Date, you will not be entitled to instruct CDN how to vote at the Special Meeting.

3.16 Other Matters

As of the date of this proxy statement, the Credible Board does not know of any matter that will be presented for consideration at the Special Meeting, other than as described in this proxy statement.

For personal use only use personal For

4. THE MERGER

The information provided below highlights selected information from this proxy statement and may not contain all of the information that is important to you. To understand the terms of the Merger Agreement and the Merger fully, and for a more complete description of the legal terms of the Merger Agreement, you should read carefully this entire proxy statement, the Annexes and the documents we refer to in this proxy statement, before you decide how to vote. The Merger Agreement is attached as Annex A to this proxy statement. We encourage you to read the Merger Agreement, the legal document that governs the Merger, in its entirety.

4.1 General description of the Merger

The Merger Agreement

Credible, FOX and Merger Sub have entered into the Merger Agreement attached as Annex A to this proxy statement. Subject to the terms and conditions of the Merger Agreement, at the Closing of the Merger, Merger Sub will merge with and into Credible, with Credible continuing as the Surviving Corporation and becoming an indirect subsidiary of FOX. As a condition to the Merger, Mr. Stephen Dash will roll certain of his Shares immediately prior to Closing such that he will own 33.33% of the entity that will own Credible post-Closing. The Credible Board, upon the unanimous recommendation of the Special Committee, has approved the Merger Agreement and has recommended that the Stockholders vote “FOR” the Merger Proposal and holders of Credible CDIs instruct CDN to vote “FOR” the Merger Proposal. Credible encourages you to read the entire Merger Agreement carefully because it is the principal legal document governing the Merger.

Merger Consideration

If the Merger is completed, you will receive A$55.25 in cash, without interest (“Per Share Merger Consideration”), in exchange for each Share (other than the Excluded Shares, Restricted Shares, Depositary Shares and Dissenting Shares) that you own. If you hold Credible CDIs, you will receive A$2.21 in cash, without interest, in exchange for each Credible CDI that you own (“Per CDI Merger Consideration”).

The Per Share Merger Consideration of A$55.25 and the Per CDI Merger Consideration of A$2.21 is set forth in the Merger Agreement and denominated in Australian dollars.

After the Merger is completed, you will have the right to receive the Merger Consideration, but you will no longer have any rights as a Stockholder or holder of Credible CDIs as a result of the Merger. Stockholders will receive the Merger Consideration in accordance with, and upon proper completion of, the instructions contained in the letter of transmittal to be sent to the Stockholders shortly after completion of the Merger. Holders of Credible CDIs do not need to exchange their holding statements in order to receive the Merger Consideration. Computershare will arrange for the Merger Consideration to be sent to holders of Credible CDIs on behalf of CHESS Depositary Nominees Pty Limited, the Stockholder of record and which we refer to as CDN, after the Merger is completed.

4.2 Background to the Merger

All references to dates in this Section 4.2 are references to New York, U.S., dates unless otherwise stated.

For personal use only use personal For The Credible Board and management regularly review Credible’s prospects as a standalone public company and evaluate and consider, in light of its financial performance and applicable market, economic, competitive and other conditions and factors, a wide range of strategic alternatives and other opportunities to enhance value to Stockholders and holders of Credible CDIs, including acquisitions, business combinations, strategic partnerships and financing alternatives. In addition, Credible engages with its Stockholders on an ongoing basis to encourage dialogue and understand the perspectives of the Stockholders and holders of Credible CDIs.

4. The Merger

On January 31, 2019, Mr. Stephen Dash, Founder and Chief Executive Officer of Credible, and Mr. Edward Hartman, Senior Vice President, Corporate Development at FOX, met in New York as an initial introduction between Credible and FOX.

On February 19, 2019, Mr. Stephen Dash and Mr. Edward Hartman spoke by phone to discuss whether Credible would be interested in potential commercial partnership opportunities with FOX.

On March 13, 2019, Mr. Stephen Dash met in New York with FOX representatives to further explore potential commercial partnership opportunities.

Following such meeting, on March 21, 2019, Credible and FOX entered into a Mutual Nondisclosure Agreement.

On March 27, 2019, Mr. Stephen Dash met in New York with FOX representatives to provide an overview of Credible and further discuss potential commercial partnership opportunities.

On April 22, 2019, Mr. Stephen Dash met with Mr. Lachlan Murdoch, Executive Chairman and Chief Executive Officer of FOX, and Mr. Edward Hartman in Los Angeles to provide an overview of Credible in connection with potential commercial partnership opportunities. During this meeting, representatives of FOX and Mr. Stephen Dash discussed what level of funding Credible would need for accelerated growth.

On April 29, 2019, Mr. Stephen Dash spoke with representatives of FOX and proposed a potential minority investment in Credible alongside potential commercial partnership opportunities for the purposes of aligning the interests of FOX and Credible.

On May 1, 2019, Mr. Stephen Dash and other members of the Credible team spoke with representatives of FOX to provide a more detailed business overview and answer FOX’s preliminary questions relating to a potential minority investment in Credible of up to US$75 million.

On May 6, 2019, Credible and FOX entered into a Mutual Confidentiality Agreement in connection with a possible transaction involving an investment by FOX and/or potential commercial partnership opportunities, which superseded the Mutual Nondisclosure Agreement as of March 21, 2019. The May 6, 2019 Mutual Confidentiality Agreement contained customary standstill obligations on FOX.

On May 23, 2019, Mr. Stephen Dash met with members of the FOX executive team in Los Angeles to introduce himself and Credible to FOX executives and to further discuss, at a high level, a potential investment by FOX and/or potential commercial partnership opportunities.

On May 29, 2019, FOX sent Credible a preliminary, non-binding and conditional proposal for the acquisition of Credible by FOX for a price of A$2.11 per CDI (the “Proposal”). The Proposal was the initial outreach by FOX with regard to an acquisition of Credible. In the Proposal, FOX stated that it was open to rolling over all or a part of Mr. Stephen Dash’s Shares, and that it would take the Credible Board’s guidance as to when to have any discussion regarding a potential roll. FOX stated that were Mr. Stephen Dash to consider rolling over a material portion of his Shares, FOX would expect that a special committee of independent directors would review the proposed transaction. Additionally, FOX indicated that it would not move forward with any transaction with a material rollover unless the proposed transaction was recommended by the Special Committee and that any transaction with a material rollover would be subject to a non-waivable condition requiring the approval of a majority of the aggregate voting power represented by Shares not owned by Mr. Stephen Dash.

On May 30, 2019, Mr. Ron Suber and Mr. Stephen Dash sent a letter to FOX in response to FOX’s letter of May 29, 2019. The letter confirmed receipt and indicated that the May 29 letter had been

For personal use only use personal For circulated to the Credible Board, who would be meeting shortly to consider the proposed transaction.

On May 30, 2019, the Credible Board convened a board meeting to discuss the Proposal. The Credible Board decided, subject to formal approval of the Credible Board at its June 4, 2019 meeting, the Proposal price was sufficient to grant FOX access to certain information regarding the Credible business for the purposes of commencing their due diligence on a non-exclusive basis in order to evaluate a potential transaction.

4. The Merger

On June 3, 2019, FOX provided an initial due diligence request list to Credible.

On June 4, 2019, with DLA Piper (“DLA Piper”), outside counsel to Credible, present, the Credible Board convened a meeting to discuss process and next steps, including in light of, among other things, the reference in the Proposal to a potential roll by Mr. Stephen Dash, the formation of the Special Committee and related matters, authorization to provide FOX due diligence access, and the engagement of Highbury Partnership ("Highbury") as financial advisor to Credible. At that time, although Mr. Stephen Dash had not yet expressly confirmed to the Credible Board that he was willing to roll over a material portion of his Shares, the Credible Board believed that this was FOX’s preferred outcome, and that Mr. Stephen Dash was amenable to doing so if he were able to reach satisfactory terms in negotiation with FOX and the Credible Board believed that this was FOX’s preferred outcome. Given this was a possibility, the Credible Board determined to form the Special Committee before Mr. Stephen Dash made his decision as to whether he would roll.

On June 6, 2019, FOX and its representatives, including FOX’s advisors Kirkland & Ellis LLP (“Kirkland”), Buckley LLP, and PricewaterhouseCoopers were provided access to an online data room to facilitate due diligence of Credible by FOX and its representatives. FOX and its representatives continued to perform due diligence and had access to the data room through the signing of the Merger Agreement.

From June 6, 2019 through the signing of the Merger Agreement, FOX and its advisors conducted diligence on Credible and Credible facilitated such diligence, including by participating in numerous break out diligence sessions, hosting site visits, providing access to select members of the management team, participating in legal and regulatory calls and participating in calls to discuss how FOX and Credible could cooperate as commercial partners.

On June 12, 2019, Credible entered into an engagement letter with Highbury in relation to its role as financial adviser to Credible in order to assist with evaluating a potential transaction.

Between June 13, 2019 and June 19, 2019, the Special Committee interviewed various international law firms with experience representing special committees of publicly traded companies for the purposes of selecting and engaging a legal advisor.

On June 15, 2019, at the invitation of the Special Committee, the law firm of Akin Strauss Hauer & Feld LLP (“Akin”) made a presentation regarding its experience advising special committees of target companies in public transactions. Following Akin’s presentation, the Special Committee discussed Akin’s experience in light of the other firms it had considered.

On June 19, 2019, the Special Committee selected Akin as its legal advisor, after a review of various proposals from law firms, and entered into an engagement letter with Akin. That same day, Akin, Highbury and DLA Piper held a teleconference to discuss the background of the transaction and next steps.

Between June 11, 2019 and June 22, 2019, the Special Committee considered and discussed various financial advisors with experience representing special committees of publicly traded companies for the purpose of engaging a financial advisor. On June 19 and 20, 2019, the Special Committee held telephonic meetings with two financial advisory firms, including PJT Partners, for the purposes of interviewing and selecting a financial advisor. Each firm made a presentation to the Special Committee regarding their capabilities and relevant experience.

Later on June 20, 2019, the Special Committee held a call with Akin to discuss process, including the Special Committee’s role in negotiating the transaction, Akin’s role as counsel to the Special Committee and the status of discussions between the Special Committee and potential financial advisors for the

For personal use only use personal For Special Committee. The Special Committee, with input from Akin, discussed each financial advisory firm under consideration, including impressions from telephonic meetings, each firm’s relevant experience and market reputation and other considerations. The Special Committee also discussed the prospect of considering additional firms, but determined to wait to see formal proposals from the two firms already under consideration.

On June 22, 2019, the Special Committee selected PJT Partners as its financial advisor.

4. The Merger

On June 25, 2019, the Special Committee held a call with Akin to discuss the roles of various advisors in the transaction, including PJT Partners, in its role as financial advisor to the Special Committee, Highbury, in its role as financial advisor to Credible, Akin, in its role as legal counsel to the Special Committee, and DLA Piper, in its role as legal counsel to Credible. The Special Committee also considered whether and to what extent Mr. Stephen Dash should play a role in negotiations in light of his unique knowledge of the business and the industry, which the Special Committee believed would help maximize transaction value for Stockholders and holders of Credible CDIs. In particular, the Special Committee determined that due diligence matters, including site visits, could be addressed with Mr. Stephen Dash as long as the Special Committee was informed in advance, and that Akin and PJT Partners should attempt to join where practicable. Akin delivered a supplemental presentation regarding fiduciary duties under Delaware law related to deal procedures and protections, with a focus on transactions involving significant stockholders rolling over a portion of their interests. PJT Partners then joined the call and the Special Committee proceeded to discuss certain transaction considerations with its advisors, including strategy with respect to a potential market check. The Special Committee instructed Akin and PJT Partners to coordinate with Highbury and DLA Piper in order for PJT Partners to begin the due diligence required for its financial analysis.

On June 27, 2019, Mr. Paul Cheesbrough, Chief Technology Officer at FOX, and Mr. Edward Hartman met, with the prior authorization of the Special Committee (consistent with the Special Committee’s guidance from June 25), with Mr. Stephen Dash at Credible’s San Francisco office to visit the site.

On June 28, 2019, the Special Committee held a call with Akin and PJT Partners to discuss a proposed timeline for responding to FOX’s proposal and the content of a communication to FOX on behalf of the Special Committee. The Special Committee also considered the broader transaction timeline in light of various potential announcement dates, noting the fact that the Special Committee would likely require a sequenced process where some price negotiations were held before FOX and Mr. Stephen Dash would be authorized to continue negotiations related to Mr. Stephen Dash’s rollover and any potential go-forward commercial arrangements to be entered into between FOX and Credible, and the time it would take to finalize those negotiations between FOX and Mr. Stephen Dash.

On June 28, 2019, Credible and PJT Partners entered into a confidentiality agreement.

On June 30, 2019, Akin, PJT Partners, DLA Piper, Highbury, the Special Committee and Mr. Stephen Dash held a call to discuss the process for responding to FOX on price and the staging of the negotiation of the Merger Agreement, rollover arrangements and commercial agreements. The Special Committee informed DLA Piper, Highbury and Mr. Stephen Dash that, after consultation with its advisors, it would first seek some time to further assess FOX’s proposed offer price and would then give FOX its initial response on price. If the Special Committee were able to reach a preliminary view that the price offered by FOX could be acceptable, subject to reviewing any arrangements between FOX and Mr. Stephen Dash, the Special Committee would then authorize further negotiations between Mr. Stephen Dash and FOX. Mr. Stephen Dash and DLA Piper expressed their views on the time it would take to negotiate arrangements between FOX and Mr. Stephen Dash, and encouraged the Special Committee to work expeditiously with its advisors on pricing matters.

On July 1, 2019, the Special Committee held a call with Akin and PJT Partners. Akin updated the Special Committee on the various legal advisors’ perspectives regarding a potential timeline for negotiations between FOX and Mr. Stephen Dash regarding Mr. Dash’s potential rollover, associated governance rights and post-closing commercial arrangements. Similarly, PJT Partners provided an update on its ongoing diligence of Credible and advised that it would be prepared to give a preliminary valuation analysis on or around July 7. After discussion, the Special Committee determined that it would likely be in a position to respond to FOX’s Proposal after receiving PJT Partners’ preliminary valuation presentation. It therefore authorized PJT Partners to inform FOX of the Special Committee’s preferred approach on timing to reply and sequencing of negotiations, consistent with the discussions during the

For personal use only use personal For June 30 Special Committee meeting, and that the Special Committee would seek to respond to the Proposal by early in the week of July 8.

Later on July 1, 2019, Akin, Highbury, DLA Piper, PJT Partners, the Special Committee and Mr. Stephen Dash held a call to update the broader group on the communication PJT Partners was authorized to make to FOX.

4. The Merger

On July 2, 2019, PJT Partners informed FOX of the Special Committee’s preferred approach on timing to reply and sequencing of negotiations, consistent with the discussions during the June 30 and July 1 Special Committee meetings: that the Special Committee would respond on price by early in the week of July 8. If the Special Committee were able to reach a preliminary view that a price offered by FOX could be acceptable, subject to reviewing any arrangements between FOX and Mr. Stephen Dash, the Special Committee would then authorize further negotiations between Mr. Stephen Dash and FOX regarding Mr. Stephen Dash’s potential rollover, associated governance rights and post-closing commercial arrangements. At that point, the Special Committee would also allow Credible and its advisors to join the Special Committee’s advisors in negotiating the full Merger Agreement. However, the Special Committee would require a last look at all arrangements before making its final recommendation.

Later on July 2, 2019, Akin, Highbury, DLA Piper, PJT Partners, the Special Committee and Mr. Stephen Dash held a call to discuss the communication made to FOX earlier that day.

On July 5, 2019, PJT Partners provided to the Special Committee and their counsel a relationship disclosure letter confirming that, among other things, PJT Partners had not been mandated by or received fees from either Credible or FOX during the two years preceding the date of the letter nor maintained other material relationships with either Credible or FOX.

On July 7, 2019, PJT Partners, the Special Committee and Credible executed an expense and indemnification letter.

Also on July 7, 2019, the Special Committee held a call with Akin and PJT Partners in which PJT Partners presented its preliminary valuation work. The PJT Partners presentation included, among other things, a discussion of PJT Partners’ due diligence, the assumptions underlying its analysis, and PJT Partners’ preliminary financial analysis. The Special Committee discussed PJT Partners’ presentation, as well as certain other related matters such as transaction structures and other potential acquirers for Credible. After careful consideration, the Special Committee determined that, as a first step in its negotiations with FOX, it should seek an enhanced premium and certain other terms, including, but not limited to, a post-signing market check (often referred to as a “go-shop” provision). It then authorized PJT Partners to communicate that view to FOX.

On July 8, 2019, Mr. Stephen Dash provided a written undertaking to the Credible Board dated July 8, 2019 that he would not consummate a potential transaction unless it was recommended by the Special Committee and it was subject to a non-waivable condition requiring the approval of a majority of the aggregate voting power of the outstanding Shares not owned by Mr. Stephen Dash or his affiliates.

That same day, PJT Partners and FOX held a call where representatives of PJT Partners informed FOX of the Special Committee’s view that the Special Committee would require a higher price per Credible CDI and a post-signing market check.

Later on July 8, 2019, the Special Committee held a call with Akin and PJT Partners to provide an update on the call between PJT Partners and FOX.

On July 9, 2019, PJT Partners and FOX held another call where FOX informed PJT Partners it was not inclined to proceed based on the feedback from the Special Committee, as FOX was not prepared to raise the consideration to be paid to a level FOX believed would satisfy the Special Committee’s request.

Later on July 9, 2019, Credible received a letter from FOX withdrawing its Proposal.

Later on July 9, 2019, the Special Committee held a call with Akin and PJT Partners to discuss next steps. The Special Committee and its advisors discussed potential next steps and the Special Committee determined that pursuing a transaction with FOX could potentially lead to a transaction that

For personal use only use personal For would be in the best interest of Credible, its Stockholders and its holders of Credible CDIs, notwithstanding FOX’s adverse reaction to the request for an enhanced premium. The Special Committee therefore determined that it was advisable to seek to restart negotiations with FOX and discussed the best approach to reengage FOX. The Special Committee determined that a meeting involving both Mr. Ron Suber, on behalf of the Special Committee, and Mr. Stephen Dash would likely be most effective. The Special Committee authorized Mr. Ron Suber and Mr. Stephen Dash to seek a meeting with FOX to discuss reengagement on a potential transaction.

4. The Merger

On July 10, 2019, Mr. Ron Suber, Mr. Stephen Dash and FOX held a meeting at FOX’s offices in Los Angeles and discussed the terms on which the parties would continue negotiations of a potential transaction.

On July 11, 2019, a revised preliminary, non-binding and conditional proposal was received by the Special Committee from FOX with a purchase price of A$2.21 per Credible CDI and including summaries of key deal terms. In this letter, FOX specified that any proposed transaction would be conditioned on the rollover by Mr. Stephen Dash of a number of his shares equal to 33.33% of Credible’s outstanding common stock. Given such rollover, FOX reiterated that any proposed transaction would be subject to unwaivable conditions that the Special Committee consider and recommend the transaction and that a majority of the aggregate voting power represented by Shares not owned by Mr. Stephen Dash approve the transaction. The summaries of key deal terms included, among other things, (i) a termination fee payable by Credible of 3.5% of the deal equity value payable upon customary circumstances, (ii) a prohibition on Credible from soliciting alternative business combination proposals but the ability for Credible to respond to unsolicited inbound proposals that meet certain criteria and ability to change its recommendation or terminate the agreement to accept a superior proposal (often referred to as a “no-shop” provision), (iii) a summary of the key governance terms for the entity into which Mr. Stephen Dash would roll his interests into, which included board designation rights and customary transfer restrictions, (iv) a proposed recapitalization of Credible by FOX of up to US$ 75 million following closing, and (v) a summary of key terms for a potential commercial arrangement pursuant to which FOX and Credible would collaborate on advertising, promotional, media and content integrations.

On July 12, 2019, the Special Committee held a call with Akin and PJT Partners to discuss the revised proposal from FOX in light of the higher offer price. Mr. Ron Suber advised the Special Committee that during his and Mr. Stephen Dash’s in-person negotiations with FOX, the parties discussed the appropriate time period over which to measure volume-weighted share price in the context of transaction premium discussions. After consultation with its advisors, including consideration of historical trading prices for Credible CDIs, the Special Committee determined that proceeding with FOX based on the updated offer represented the best opportunity to maximize value for Credible’s Stockholders and holders of Credible CDIs. The Special Committee then authorized PJT Partners to inform FOX that the price offered was sufficient to commence more fulsome negotiations on the terms of the Merger Agreement, rollover and commercial arrangements, but that the Special Committee would continue to review the transaction as negotiations progressed.

On July 12, 2019, PJT Partners informed FOX, telephonically, that the price offered was sufficient to commence more fulsome negotiations on the terms of the Merger Agreement, rollover and commercial arrangements, but that the Special Committee would continue to review the transaction as negotiations progressed.

On July 15, 2019, Akin contacted Kirkland, to advise them that the Special Committee had reviewed the key transaction terms referenced in the offer provided on July 11 and requested a reduced break fee and a post-signing market check in the definitive transaction documents. Akin also requested that Kirkland deliver a draft merger agreement as soon as practicable.

During the week of July 15, 2019, with the approval of the Special Committee and the participation of Akin and PJT Partners as its representatives, Credible, DLA Piper and Highbury held a series of meetings and calls with FOX and Kirkland to discuss the terms of the post-closing governance and commercial arrangement between FOX and Credible that were included in the July 11 letter from FOX.

On July 16, 2019, the Special Committee held a call with Akin to discuss certain updates. Akin informed the Special Committee of the preliminary feedback that Kirkland provided when Akin communicated the Special Committee’s initial reaction to the proposed merger terms in FOX’s revised proposal – that FOX was not inclined to allow Credible to perform a post-signing market check or offer a reduced break fee.

For personal use only use personal For The Special Committee determined to revisit these matters after receiving and reviewing the draft merger agreement. At that time, the Special Committee and Akin also discussed the terms of the engagement letter with PJT Partners and the potential transactions timeline.

Also on July 16, 2019, Mr. Stephen Dash, in his personal capacity, engaged the law firm of Orrick, Herrington & Sutcliffe (“Orrick”) to advise him on the proposed transactions, including the proposed rollover and documentation relating to his rollover.

4. The Merger

On July 17, 2019, Kirkland delivered an initial draft of the Merger Agreement to Akin and DLA Piper. Consistent with the July 11 letter, the draft included provisions specifying a 3.5% break fee and a customary “no-shop” provision.

On July 18, 2019, the PJT Partners engagement letter to act as financial advisor to the Special Committee was executed by PJT Partners, the Special Committee and Credible.

On July 19, 2019, Mr. Stephen Dash updated the Special Committee on certain adverse developments in his negotiations with FOX with respect to the commercial arrangements. Based on that update, the Special Committee instructed Akin to pause work on its review of the Merger Agreement to allow FOX and Mr. Stephen Dash time to address those developments.

On July 22, 2019, Kirkland provided a draft rollover agreement to Akin and DLA Piper.

Between July 22 and July 26, 2019, Mr. Stephen Dash and Orrick discussed the draft rollover agreement and the terms of his proposed rollover.

On July 23, 2019, in the evening, the Special Committee held a call with Akin and PJT Partners to inform them that Mr. Stephen Dash and FOX were able to make progress on their negotiations. In light of that, the Special Committee and its advisors discussed the key issues in the Merger Agreement. Among other things, the Special Committee determined that it would continue to seek a reduced termination fee and a “go-shop” provision. The Special Committee instructed Akin to proceed with a mark-up of the document in cooperation with DLA Piper and management, and to send to Kirkland when ready.

Between July 24 and July 28, 2019, Akin, DLA Piper and Kirkland had a series of calls and meetings to discuss open issues on the Merger Agreement and related process and regulatory filings. During these meetings, Akin, DLA Piper, Kirkland and Orrick, also discussed the terms for the post-closing governance and commercial arrangements.

On July 25, 2019, the Special Committee determined after consultation with its advisers that, in light of certain factors, such as the status of the other transaction documents and recent trading history for Credible CDIs, FOX might be amenable to a request for a higher purchase price, a lower break fee, a “go-shop” construct and the acceleration of all unvested Stock Options. The Special Committee authorized Mr. Ron Suber to communicate this request to FOX.

On July 26, 2019, Mr. Ron Suber conveyed the Special Committee’s request as determined on July 25, 2019 to FOX representatives.

On July 26 and July 29, 2019, the Special Committee held calls with Akin and PJT Partners to discuss the status of negotiations. The Special Committee asked questions of Akin and PJT Partners regarding their views on market practice for certain key remaining open terms from the Merger Agreement, including break fees and post-signing market checks and Akin advised the Special Committee regarding the implications of those terms as it related to fiduciary duties under Delaware law.

On July 28, 2019, Mr. Ron Suber, Mr. Viet D. Dinh, Chief Legal and Policy Officer of FOX, and Mr. Steve Tomsic, Chief Financial Officer of FOX, negotiated a few outstanding deal points: the purchase price, the amount for the break fee, the no-shop provision and the acceleration of all Stock Options that would become vested by June 30, 2020. During this meeting the parties agreed to the purchase price of A$2.21 per Credible CDI. As a separate negotiation point, the parties agreed on the acceleration of any Stock Options that would vest by June 30, 2020. There was no agreement on the no-shop provision and the quantum for the break fee.

For personal use only use personal For On July 29, the Special Committee informed Akin that they had agreed to forego the “go-shop” construct and agreed on a 1% break fee. Akin communicated this to Kirkland on the same date.

4. The Merger

On July 30, 2019, the Special Committee reviewed the near final forms of the draft transaction documents with Akin and PJT Partners, including the Merger Agreement, rollover agreement, voting agreement and term sheets for the governance terms and commercial arrangement ("Ancillary Agreements") (noting there remained outstanding issues in the governance terms and commercial arrangement). The near final forms of the draft transaction documents provided for a customary “no- shop” provision, a purchase price of A$2.21 per Credible CDI and a lower break fee of 1% of equity value, which is customary for change of control transactions involving ASX-listed companies. At the request of the Special Committee, representatives of PJT Partners provided an updated presentation of its financial analyses in connection with the proposed Merger. The Special Committee elected to adjourn subject to satisfactory resolution of the final outstanding issues in the governance terms and commercial arrangement.

On July 31, 2019, Credible released its Quarterly activities report for the period ending 30 June 2019.

On August 2, 2019 the Special Committee held a call with PJT Partners to discuss the recent trading performance of Credible CDIs.

On August 3, 2019, FOX notified Credible and the Special Committee that FOX desired to execute the transaction documents now that the outstanding issues in the governance terms and commercial arrangement were resolved and that there otherwise were no material changes from the versions previously reviewed by the Special Committee on July 30, 2019.

On August 3, 2019, the Special Committee held a telephonic meeting with representatives of Akin and PJT Partners present. At the request of the Special Committee, representatives of PJT Partners reviewed with the Special Committee its revised financial analyses in connection with the proposed Merger. At the request of the Special Committee, representatives of PJT Partners then rendered its oral opinion to the Special Committee (which was subsequently confirmed in writing) that, as of the date thereof and based upon and subject to, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion (which are stated in its written opinion), the consideration to be received by the Stockholders and the holders of Credible CDIs (in each case, other than Mr. Stephen Dash and his affiliates) in the Merger was fair to such holders from a financial point of view.

The full text of PJT Partners’ written opinion, which describes, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion, is attached as Annex B. Representatives of Akin reviewed with the Special Committee the terms of the Merger Agreement and Ancillary Agreements (as defined herein). Representatives of Akin then reviewed the fiduciary duties of the Special Committee under Delaware law in connection with the proposed Merger. The Special Committee then unanimously (i) determined that the Merger Agreement, the Merger and the other proposed transactions under the Merger Agreement were advisable, fair to and in the best interests of Credible and the Stockholders (and holders of Credible CDIs) (other than Mr. Stephen Dash and his affiliates); and (ii) resolved to recommend that the Credible Board approve entry into the Merger Agreement and the consummation of the Merger and other transactions contemplated thereby, declare the advisability of the Merger Agreement, submit the Merger Agreement for adoption by Stockholders and holders of Credible CDIs and recommend that the Stockholders and holders of Credible CDIs approve the adoption of the Merger Agreement and the consummation of the transactions contemplated thereby.

Following the Special Committee meeting, also on August, 3, 2019, the Credible Board, based on the recommendation of the Special Committee, approved the Merger, the Merger Agreement, and all things necessary to give effect to the transactions contemplated under the Merger Agreement.

For personal use only use personal For Later on August 3, 2019, Credible and FOX (together with Merger Sub, FOX’s indirect wholly-owned subsidiary) entered into the Merger Agreement.

On August, 4, 2019, prior to the opening of the ASX on the morning of August, 5, 2019 (AEST), Credible publicly announced the transaction.

4. The Merger

4.3 Recommendation of the Credible Board and its reasons for the Merger

Proposal 1 (Approval of the Merger Proposal). After careful consideration, the Credible Board unanimously determined that entry into the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to, and in the best interests of, Credible and Stockholders (and holders of Credible CDIs) (other than Mr. Stephen Dash and his affiliates). Accordingly, the Credible Board unanimously recommends that Stockholders vote “FOR” the Merger Proposal and holders of Credible CDIs instruct CDN to vote “FOR” the resolution to approve the Merger Proposal

Proposal 2 (Adjournment Proposal). The Credible Board also recommends that Stockholders vote “FOR”, and holders of Credible CDIs instruct CDN to vote “FOR”, any adjournment of the Special Meeting if necessary to permit solicitation of further proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal.

In the course of evaluating the Merger and reaching its unanimous determination, the Special Committee and the Credible Board consulted with Credible’s management and its financial advisers. The Special Committee and the Credible Board also consulted with outside legal counsel regarding the fiduciary duties of the Special Committee and the Credible Board and the terms and conditions of the Merger Agreement and related agreements. The Special Committee and the Credible Board reviewed information regarding: Credible’s business and operations; historical market prices, volatility and trading information regarding Credible CDIs; the consideration to be paid to Stockholders and holders of Credible CDIs in the Merger; the terms of the Merger Agreement; the potential alternatives to the Merger, and the terms, conditions and risks of such alternatives; Credible’s prospects as an independent company and the required financing and resulting dilution required to operate independently; and the Fairness Opinion described below.

The following discussion includes the material reasons and factors considered by the Credible Board in making its recommendation, but is not, and is not intended to be, exhaustive:

• Merger Consideration. The Credible Board considered the following with respect to the Merger Consideration to be paid to the Stockholders (and holders of Credible CDIs):

o that the Stockholders and holders of Credible CDIs will receive Merger Consideration of A$55.25 in cash for each Share (other than the Excluded Shares, Restricted Shares, Depositary Shares and Dissenting Shares) owned and A$2.21 in cash for each Credible CDI owned (as applicable) upon the completion of the Merger, as compared to the uncertain future long-term value to the Stockholders (and holders of Credible CDIs) that might be realized if Credible remained independent;

o the aggregate value and composition of the Merger Consideration to be received by Stockholders and holders of Credible CDIs in the Merger represents a premium in light of the market price of comparable companies as well as a significant premium on the historical market price;

o the aggregate value and composition of the Merger Consideration to be received by Stockholders and holders of Credible CDIs in the Merger represents an attractive revenue multiple of 10.0x for the 12 month period to 30 June 2019;

o that the price of A$2.21 per Credible CDI equates to an enterprise value to revenue multiple of 10.0x for the last 12 months revenue to 30 June 2019;

o that the price of A$2.21 per Credible CDI represents premiums of:

. 12.4% over the volume weighted average price of Credible CDIs since Credible’s For personal use only use personal For quarterly activities report on 31 July 2019;

. 20.8% over the 60 day volume weighted average price of Credible CDIs up to and including 2 August 2019;

. 55.0% over the 90 day volume weighted average price of Credible CDIs up to and including 2 August 2019; and

4. The Merger

. 30.8% over the closing stock price the day prior to receipt of FOX’s initial confidential proposal on 29 May 2019; and

o that the cash consideration proposal provides Stockholders (and holders of Credible CDIs) with certainty of value and the opportunity to realise in full their investment in cash;

• Opinion of PJT Partners. The financial presentation of PJT Partners and its oral opinion rendered to the Special Committee on August 3, 2019, subsequently confirmed in its written opinion dated August 3, 2019, that, as of the date thereof and based upon and subject to, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion (which are stated therein), the consideration to be received by the Stockholders and the holders of Credible CDIs (in each case, other than Mr. Stephen Dash and his affiliates) in the Merger, was fair to such holders from a financial point of view, as more fully described in Section 4.4 titled “The Merger – Opinion of the Financial Advisor to the Credible Special Committee”;

• Likelihood and Timing of Closing. The Credible Board considered the likelihood that the proposed Merger would be completed on a timely basis, in light of, among other things:

o the limited closing conditions included in the Merger Agreement;

o the lack of a financing condition; and

o the lack of a due diligence condition;

• Recommendation of the Special Committee. The unanimous recommendation by the Special Committee of the Credible Board that entry into the Merger Agreement and the consummation of the Merger and the other transactions contemplated thereby, be adopted and approved by the Credible Board and that the Stockholders (and holders of Credible CDIs) approve the Merger Proposal;

• Favourable Alternative. The limited number of potential purchasers with the financial ability to acquire Credible for an all cash offer and the belief that the Merger is more favourable to Stockholders (and holders of Credible CDIs) than other strategic alternatives currently available to Credible;

• Cash Requirement and Additional Equity Funding. The need of a cash infusion in order to continue to grow the business which would likely be dilutive to existing Stockholders (and holders of Credible CDIs) and the Credible Board considered that the Merger reduces the uncertainty of the Credible business by providing it with access to significant resources from FOX, including a commitment from FOX to invest up to US$75mm of additional equity funding;

• Arm’s-length Negotiations. The terms and conditions of the Merger Agreement, which were reviewed by the Credible Board with their legal advisors, and the fact that such terms were the product of arm’s-length negotiations between the parties;

• Terms of the Merger Agreement. The Credible Board considered the terms and conditions of the Merger Agreement and the course of negotiations thereof, including:

o the limited conditions to FOX’s obligation to complete the Merger, including the absence of a financing condition contingency and ability of FOX to terminate the Merger Agreement only under the specified circumstances set forth therein;

o the ability of the Credible Board, under certain circumstances, to furnish information to and For personal use only use personal For conduct negotiations with a third party, if the Credible Board or the Special Committee concludes in good faith, after consultation with its outside legal counsel and its financial advisor, that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties to the Stockholders (and holders of Credible CDIs) under applicable law, and Credible, the Credible Board, and the Special Committee comply with certain other requirements set forth in the Merger Agreement;

4. The Merger

o the ability of the Credible Board and the Special Committee, under certain circumstances, to change its recommendation that the Stockholders (and holders of Credible CDIs) approve the Merger Proposal if there is an Intervening Event, or if a third party has made an unsolicited, bona fide written Acquisition Proposal that constitutes a Superior Proposal, FOX does not match the terms of such proposal, and the Credible Board or the Special Committee determines in good faith, after consultation with its outside legal counsel and its financial advisor, that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties to the Stockholders (and holders of Credible CDIs) under applicable law, and Credible, the Credible Board, and the Special Committee comply with certain other requirements set forth in the Merger Agreement;

o the ability of the Credible Board or the Special Committee to terminate the Merger Agreement in order to accept a Superior Proposal, subject to FOX’s right to match the terms of such proposal, if the Credible Board or the Special Committee determines in good faith, after consultation with its outside legal counsel and its financial advisor, that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties to the Stockholders (and holders of Credible CDIs) under applicable law, upon payment to FOX of US$4 million and Credible’s compliance with certain other requirements set forth in the Merger Agreement;

o the termination fee of US$4 million payable by Credible to FOX, if the Merger Agreement is terminated for the reasons described in the Merger Agreement, was reasonable and comparable to termination fees in similarly sized transactions by ASX-listed companies, and would not likely be required to be paid unless Credible wished to accept a Superior Proposal;

o that the Merger Agreement must be adopted by a majority of the outstanding minority Shares (i.e., by the public Stockholders and holders of Credible CDIs and not by Mr. Stephen Dash or his affiliates) entitled to vote at the Special Meeting; and

o that the Stockholders will be entitled to appraisal rights under Delaware law; and

• Stockholders’ approval required. The fact that the Merger would be subject to the approval of our Stockholders and holders of Credible CDIs, and the fact that our Stockholders and holders of Credible CDIs would be free to reject the Merger by voting against the Merger Proposal for any reason, including if a higher offer were to be made prior to the Special Meeting (although we may be required to pay a termination fee of US$4 million under certain circumstances if we subsequently were to enter into a definitive agreement relating to, or to consummate, an alternative Acquisition Proposal).

In the course of its deliberations, the Credible Board also considered a variety of uncertainties, risks and potentially negative factors weighing against the Merger, including:

• Cessation to be an Independent Company. The Credible Board considered the fact that, if the Merger is completed, Credible will no longer exist as an independent company with its CDIs listed on the ASX and that the Merger would preclude Stockholders (and holders of Credible CDIs) from having the opportunity to participate in any potential future increase in Credible’s value or in the value created by its products, future potential earnings growth, future potential appreciation of the value of our common stock or future dividends that could be realized depending on our future performance;

• Risks of Announcement and Completion. The Credible Board considered:

o the risks and contingencies related to the announcement of the Merger, including our ability

to retain key employees and maintain our relationships with service providers and third For personal use only use personal For parties;

o the conditions to FOX’s obligation to complete the Merger and the right of FOX to terminate the Merger Agreement under certain circumstances; and

4. The Merger

o the risks and costs to Credible if the Merger is not completed, including the diversion of management and employee attention, potential employee attrition, potential Stockholder or other litigation, the potential impact on the trading price of Credible CDIs on the ASX and the effect on our business relationships and the likely need to raise capital for financing for the continued development and distribution of the Credible marketplace;

• Limitations on Credible’s Business. The Credible Board considered the potential limitations on Credible’s pursuit of business opportunities due to pre-closing covenants in the Merger Agreement whereby Credible agreed that it will conduct its business and operations in the ordinary course, and subject to specified exceptions, will not take certain actions related to the conduct of its business without the prior written consent of FOX. This could delay or prevent us from undertaking business opportunities that may arise pending completion of the Merger;

• Taxability of Merger Consideration. The Credible Board considered that the exchange of Shares or Credible CDIs for cash in the Merger generally will be taxable to the Stockholders and holders of Credible CDIs for U.S. federal income and Australian income tax purposes;

• Non-Solicitation Provisions. The Merger Agreement precludes Credible from soliciting alternative transaction proposals. The Credible Board concluded, however, that this limitation was reasonable because it is customary for transactions of this type; Credible had conducted an extensive strategic review process prior to entering into the Merger Agreement with FOX; and subject to the terms and conditions of the Merger Agreement Credible has the right to engage in discussions or negotiations with any person that has made an unsolicited bona fide written Acquisition Proposal that the Credible Board or the Special Committee determines in good faith (after consultation with its outside legal counsel and financial advisor) constitutes, or would reasonably be expected to lead to, a Superior Proposal, and has the right to terminate the Merger Agreement in order to accept a Superior Proposal, in both cases subject to Credible’s compliance with certain requirements set forth in the Merger Agreement;

• Termination Fee and Other Alternative Acquirors. The Credible Board considered the following with respect to the termination fee of US$4 million payable to FOX:

o the possibility that the termination fee payable to FOX under defined circumstances might discourage a competing proposal to acquire Credible or reduce the price of any such proposal; and

o Credible’s inability to solicit competing acquisition proposals;

• Expenses. The Credible Board considered the significant costs involved in connection with entering into and completing the Merger, the substantial time and effort of management required to consummate the Merger, the related disruptions to the operation of our business and the fact that Credible would pay expenses incurred by it in connection with the Merger Agreement regardless of whether or not the Merger is completed;

• Interests of Directors and Officers. The Credible Board considered the interests that certain of our directors and executive officers have with respect to the Merger that are different from, or in addition to, the interests of Stockholders (and holders of Credible CDIs) generally, as described in “The Merger — Interests of Directors and Executive Officers in the Merger” in Section 4.6; and

• Inability to fund. The risk that, despite the absence of a financing condition, FOX may fail to have the funds available to pay the Merger Consideration.

After careful and due consideration, the Credible Board unanimously concluded that overall, the risks,

uncertainties, restrictions and potentially negative factors associated with entering into the Merger For personal use only use personal For Agreement were outweighed by the potential benefits to our Stockholders of the Merger, and that many of these risks could be managed or mitigated prior to the Merger by us or were unlikely to have a material adverse effect on the Merger.

4. The Merger

The preceding discussion of the information and factors considered by the Credible Board is intended to be illustrative and not exhaustive. In light of the variety of factors considered in connection with its evaluation of the Merger and the complexity of these matters, the Credible Board did not find it practicable to, and did not, quantify or otherwise attempt to assign relative weights to the various factors considered in reaching its determination, and individual Directors may have given different weight to different factors. In addition, the Credible Board did not reach any specific conclusion with respect to any of the factors or reasons considered. Instead, the Credible Board conducted an overall analysis of the factors and reasons described above and unanimously determined that, in the aggregate, the potential benefits considered outweighed the potential risks or possible negative consequences of approving the Merger and the Merger Agreement and recommending that Stockholders and holders of Credible CDIs vote “FOR” the resolution to approve the Merger Proposal.

4.4 Opinion of the Financial Advisor to the Credible Special Committee

PJT Partners was retained by the Special Committee to act as its financial advisor in connection with the Merger and, upon the Special Committee’s request, to render its opinion to the Special Committee in connection therewith. The Special Committee selected PJT Partners to act as its financial advisor based on PJT Partners’ qualifications, expertise and reputation, its knowledge of Credible’s industry and its knowledge and understanding of the business and affairs of Credible. At a telephonic meeting of the Special Committee on August 3, 2019, PJT Partners rendered its oral opinion, which was subsequently confirmed in its written opinion dated August 3, 2019, to the Special Committee that, as of the date thereof and based upon and subject to, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion (which are stated in its written opinion), the consideration to be received by the Stockholders and the holders of Credible CDIs (in each case, other than Mr. Stephen Dash and his affiliates) in the Merger was fair to such holders from a financial point of view.

The full text of PJT Partners’ written opinion delivered to the Special Committee, dated August 3, 2019, is attached as Annex B and incorporated into this proxy statement by reference in its entirety. The Fairness Opinion has been provided by PJT Partners at the request of the Special Committee and is subject to, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion (which are set forth therein). PJT Partners provided its opinion to the Special Committee, in its capacity as such, in connection with and for purposes of its evaluation of the Merger only and PJT Partners’ opinion is not a recommendation as to any action the Special Committee or the Credible Board should take with respect to the Merger or any aspect thereof. The opinion does not constitute a recommendation as to how any Stockholder or any holder of Credible CDIs should vote or act with respect to the Merger or any other matter. Further, PJT Partners may not be “independent” within the meaning customarily given to such term in the jurisdiction in which any Stockholder or any holder of Credible CDIs receiving this disclosure resides and is not subject to the requirements relating to the preparation of opinions for such persons in any such jurisdictions. The summary of PJT Partners’ opinion contained in this proxy statement is qualified in its entirety by reference to the full text of PJT Partners’ written opinion.

The Special Committee retained PJT Partners to provide a U.S.-style fairness opinion. Accordingly, the Fairness Opinion was obtained in accordance with U.S. practice, and is not an Australian standard independent expert's report to shareholders on whether the Merger is fair and reasonable to Stockholders and holders of Credible CDIs. Accordingly, the Fairness Opinion should not be relied upon in any way by Stockholders and holders of Credible CDIs as they consider the Merger. Credible and the Credible Board advised that there is no need for an "Independent Expert Report" to be prepared in accordance with the ASX Listing Rules or the Corporations Act. There is also no requirement for any Fairness Opinion and that obtaining the For personal use only use personal For Fairness Opinion is at the Credible Board's discretion. The Fairness Opinion has been prepared and issued on this basis. "Independent Expert Reports" as defined by the Corporations Act have different disclosure requirements than detailed in the Fairness Opinion. The Fairness Opinion has not been prepared to satisfy the requirements of the ASX Listing Rules or the Corporations Act or guidance published by ASIC.

4. The Merger

In arriving at its opinion, PJT Partners, among other things:

• reviewed certain publicly available information concerning the business, financial condition and operations of Credible;

• reviewed certain internal information concerning the business, financial condition and operations of Credible prepared and furnished to PJT Partners by the management of Credible and approved for PJT Partners’ use by the Special Committee;

• reviewed certain internal financial analyses, estimates and forecasts relating to Credible, including projections for fiscal years 2019 through 2023 that were prepared by, or at the direction of, and approved by the management of Credible and approved for PJT Partner’s use by the Special Committee (collectively, the “Projections”);

• held discussions with members of senior management of Credible concerning, among other things, their evaluation of the Merger and Credible’s business, operating and regulatory environment, financial condition, prospects and strategic objectives;

• reviewed the historical market prices and trading activity for Credible CDIs;

• compared certain publicly available financial and stock market data for Credible with similar information for certain other companies that PJT Partners deemed to be relevant;

• reviewed the publicly available financial terms of certain other business combinations that PJT Partners deemed to be relevant;

• reviewed a draft, provided August 3, 2019, of the Merger Agreement;

• reviewed the commercial agreement term sheet, the post-closing governance terms term sheet, a draft of the Rollover Agreement and a draft of the Voting Agreement, each provided August 3, 2019 (which are collectively referred to as the “Ancillary Agreements”); and

• performed such other financial studies, analyses and investigations, and considered such other matters, as PJT Partners deemed necessary or appropriate for purposes of rendering its opinion.

In preparing its opinion, with the consent of the Special Committee, PJT Partners relied upon and assumed the accuracy and completeness of the foregoing information and all other information discussed with or reviewed by PJT Partners, without independent verification thereof. PJT Partners assumed, with the consent of the Special Committee, that the Projections and the assumptions underlying the Projections, and all other financial analyses, estimates and forecasts provided to PJT Partners by Credible’s management, were reasonably prepared in accordance with industry practice and represent Credible management’s best currently available estimates and judgments as to the business and operations and future financial performance of Credible. PJT Partners assumed no responsibility for and expressed no opinion as to the Projections, the assumptions upon which they were based or any other financial analyses, estimates and forecasts provided to PJT Partners by the management of Credible. PJT Partners also assumed that there were no material changes in the assets, financial condition, results of operations, business or prospects of Credible since the respective dates of the last financial statements of Credible made available to PJT Partners. PJT Partners relied on Credible management’s representations and/or projections regarding taxable income, standalone net operating loss utilization and other tax attributes of Credible. PJT Partners further relied, with the consent of the Special Committee, upon the assurances of the management of Credible that they were

not aware of any facts that would make the information and projections provided by them inaccurate, For personal use only use personal For incomplete or misleading.

4. The Merger

PJT Partners was not asked to undertake, and did not undertake, an independent verification of any information provided to or reviewed by it, nor was it furnished with any such verification and it did not assume any responsibility or liability for the accuracy or completeness thereof. PJT Partners did not conduct a physical inspection of any of the properties or assets of Credible. PJT Partners did not make an independent evaluation or appraisal of the assets or the liabilities (contingent or otherwise) of Credible, nor was it furnished with any such evaluations or appraisals, nor did it evaluate the solvency of Credible or any of its respective subsidiaries under any applicable laws.

PJT Partners also assumed, with the consent of the Special Committee, that the final executed forms of the Merger Agreement and the Ancillary Agreements would not differ in any material respects from the drafts and term sheets reviewed by PJT Partners and the consummation of the Merger would be effected in accordance with the terms and conditions of the Merger Agreement, without waiver, modification or amendment of any material term, condition or agreement, and that, in the course of obtaining the necessary regulatory or third party consents and approvals (contractual or otherwise) for the Merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Credible or any of its respective subsidiaries or the contemplated benefits of the Merger. PJT Partners did not express any opinion as to any tax or other consequences that might result from the Merger, nor did its opinion address any legal, tax, regulatory or accounting matters, as to which PJT Partners understood that Credible obtained such advice as it deemed necessary from qualified professionals. PJT Partners is not a legal, tax or regulatory advisor and relied upon without independent verification the assessment of Credible and its legal, tax and regulatory advisors with respect to such matters. PJT Partners did not express any opinion as to the relative fairness of the consideration to be received by any one Stockholder or any one holder of Credible CDIs as compared to any other Stockholder or any other holder of Credible CDIs, respectively.

In arriving at its opinion, PJT Partners was not asked to solicit, and did not solicit, interest from any party with respect to any sale, acquisition, business combination or other extraordinary transaction involving Credible or its assets. PJT Partners did not consider the relative merits of the Merger as compared to any other business plan or opportunity that might be available to Credible or the effect of any other arrangement in which Credible might engage, and PJT Partners’ opinion did not address the underlying decision by Credible to engage in the Merger. PJT Partners’ opinion was limited to the fairness as of the date of the opinion, from a financial point of view, to the Stockholders and the holders of Credible CDIs (in each case, other than Mr. Stephen Dash and his affiliates) of the consideration to be received by such holders in the Merger, and PJT Partners’ opinion did not address any other aspect or implication of the Merger, the Merger Agreement, any Ancillary Agreement or any other agreement or understanding entered into in connection with the Merger or otherwise. PJT Partners further expressed no opinion or view as to the fairness of the Merger to Mr. Stephen Dash and his affiliates, the holders of any other class of securities, creditors or other constituencies of Credible or as to the underlying decision by Credible to engage in the Merger. PJT Partners also expressed no opinion as to the fairness of the amount or nature of the compensation to any of the Credible officers, directors or employees, or any class of such persons, relative to the consideration or otherwise. PJT Partners’ opinion was necessarily based upon economic, market, monetary, regulatory and other conditions as they existed and could be evaluated, and the information made available to PJT Partners, as of the date of the opinion. PJT Partners expressed no opinion as to the prices or trading ranges at which the Shares or Credible CDIs would trade at any time. PJT Partners’ opinion does not constitute a recommendation as to how any Stockholder or any holder of Credible CDIs should vote or act with respect to the Merger or any other matter. Further, PJT Partners may not be “independent” within the meaning customarily given to such term in the jurisdiction in which any Stockholder or any holder of Credible CDIs receiving this disclosure resides and is not subject to the requirements relating to the preparation of opinions for such persons in any such jurisdictions. PJT Partners assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date of the opinion. The issuance of PJT Partners’ opinion was approved by a fairness committee of

PJT Partners in accordance with established procedures. For personal use only use personal For PJT Partners’ advisory services and opinion were provided for the information and assistance of the Special Committee in connection with its consideration of the Merger and the opinion does not constitute a recommendation as to any action the Special Committee or the Credible Board should take with respect to the Merger or any aspect thereof or how any Stockholder or any holder of Credible CDIs should vote or act with respect to the Merger or any other matter.

4. The Merger

Summary of Financial Analyses

In connection with rendering its opinion, PJT Partners performed certain financial, comparative and other analyses as summarized below. In arriving at its opinion, PJT Partners did not ascribe a specific range of values to the Shares or Credible CDIs but rather made its determination as to fairness, from a financial point of view, to the Stockholders and the holders of Credible CDIs (in each case, other than Mr. Stephen Dash and his affiliates) of the consideration to be received by such holders on the basis of various financial and comparative analyses. The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to summary description.

In arriving at its opinion, PJT Partners did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by it and in the context of the circumstances of the Merger. Accordingly, PJT Partners believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.

The following is a summary of the material financial analyses used by PJT Partners in preparing its opinion to the Special Committee. Certain financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by PJT Partners, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses. In performing its analyses, PJT Partners made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Credible or any other parties to the Merger. None of Credible, PJT Partners, or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favourable than as set forth below. In addition, analyses relating to the value of the businesses do not purport to be appraisals or reflect the prices at which the businesses may actually be sold. The financial analyses summarized below were based on the financial information prepared and furnished to PJT Partners by or on behalf of the management of Credible, used at the direction of the management of Credible and approved for PJT Partners’ use by the Special Committee. The following summary does not purport to be a complete description of the financial analyses performed by PJT Partners. The following quantitative information, to the extent that it is based on market data, is based on market data as it existed, for Credible, as of the close of trading on August 2, 2019 (which represented the last trading day for Credible CDIs prior to the date of PJT Partners’ opinion) and is not necessarily indicative of current or future market conditions. All share prices utilized by PJT Partners for the purposes of its financial analyses described under the headers “—Selected Comparable Company Analysis,” “— Selected Precedent Merger Analysis,” and “—Discounted Cash Flow Analysis—Credible” were converted to AUD using the applicable foreign exchange rate as of August 2, 2019. Fully diluted numbers of Credible CDIs used below were provided by, and used at the direction of, Credible management.

Selected Comparable Company Analysis

PJT Partners reviewed and compared specific financial, operating and public trading data relating to Credible with selected publicly-traded technology companies that PJT Partners deemed comparable to Credible. The selected comparable companies consisted of two groups, with the first group being those operating in the United States and the second group being those listed on the ASX. The selected comparable companies operating in the United States (which we refer to collectively as the “U.S. Operating Peers”) were Zillow Group, Inc., Redfin Corp., ANGI Homeservices Inc., CarGurus, Inc.,

For personal use only use personal For Lendingtree, Inc., EverQuote, Inc., Care.com, Inc., Yelp Inc., TripAdvisor, Inc., Expedia Group, Inc., TrueCar, Inc., and Moneysupermarket.com Group PLC. The selected comparable companies listed on the ASX (which we refer to collectively as the “ASX-Listed Peers”) were REA Group Limited, Domain Holdings Australia Limited, CarSales.com Limited and Webjet Limited. PJT Partners reviewed and compared such data in order to assess how the public market values shares of similar publicly traded companies and to provide a range of relative implied equity values per Credible CDI on a standalone basis, in each case by reference to these companies.

4. The Merger

As part of its selected comparable company analysis, PJT Partners calculated and analysed certain ratios and multiples, including: (1) total enterprise value (calculated as the equity value based on fully diluted shares outstanding using the treasury stock method, plus debt and less cash and cash equivalents, after giving effect to certain adjustments for non-controlling interests and equity investments) (“TEV”) as a multiple of calendar year 2019E Revenue and (2) TEV as a multiple of calendar year 2020E Revenue. All of these calculations were performed and based on publicly available financial data, market data (including share prices) as of the close of trading on August 2, 2019 and consensus estimates derived from sell-side research. The results of this selected comparable company analysis are summarized below:

U.S. U.S. Operating Operating ASX-Listed ASX-Listed Peers Peers Peers Peers Median Average Median Average TEV/2019E Revenue 3.0x 3.3x 6.4x 7.7x TEV/2020E Revenue 2.3x 2.8x 6.0x 7.0x

PJT Partners, based on its professional judgment, selected the comparable companies listed above because PJT Partners believed their businesses and operating profiles are reasonably similar to that of Credible. However, because of the inherent differences between the business, operations and prospects of Credible and those of the selected comparable companies, PJT Partners believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected comparable company analysis. Accordingly, PJT Partners also made qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of Credible and the selected comparable companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels and degree of operational risk between Credible and the companies included in the selected company analysis.

Based upon these judgments, PJT Partners selected (1) a TEV to revenue multiple range of 4.0x to 6.0x for 2019E Revenue for Credible with reference to U.S. Operating Peers, (2) a TEV to revenue multiple range of 3.0x to 5.0x for 2020E Revenue for Credible with reference to U.S. Operating Peers, (3) a TEV to revenue multiple range of 5.5x to 7.5x for 2019E Revenue for Credible with reference to ASX-Listed Peers, and (4) a TEV to Revenue multiple range of 4.5x to 6.5x for 2020E Revenue for Credible with reference to ASX-Listed Peers, in each case for Credible on a standalone basis. PJT Partners then applied the applicable ranges to the Credible CDI price to calendar year 2019E Revenue and Credible CDI price to calendar year 2020E Revenue based on the Projections, to calculate a range of implied prices per Credible CDI on a standalone basis based on the fully diluted number of Credible CDIs as of August 2, 2019. The following summarizes the results of these calculations:

Implied prices per Credible CDI Implied prices per Credible CDI based on U.S. Operating Peers based on ASX-Listed Peers TEV/2019E Revenue AU$ 1.15 – AU$1.64 AU$1.52 – AU$1.99 TEV/2020E Revenue AU$ 1.35 – AU$2.12 AU$1.93 – AU$2.69

Selected Precedent Merger Analysis

PJT Partners reviewed, to the extent publicly available, and analysed the valuation and financial metrics relating to the following 14 selected transactions since 2014 involving companies in the financial technology industry, which PJT Partners in its professional judgment considered generally relevant for comparative purposes:

For personal use only use personal For Announcement Date Target Acquiror October 4, 2018 QuoteWizard.com, LLC Lending Tree, Inc. July 24, 2017 WebMD Health Corp. Internet Brands, a portfolio company of KKR & Co Inc. July 3, 2017 Bankrate, Inc. Red Ventures Holdco, LP May 1, 2017 Angie’s List, Inc. IAC

4. The Merger

April 10, 2017 RetailMeNot, Inc. Harland Clarke Holdings Corp. February 21, 2017 Yahoo! Inc. Verizon Communications Inc. October 21, 2016 Everyday Health, Inc. Ziff Davis, LLC August 9, 2016 Monster Worldwide, Inc. Randstad Holding nv April 1, 2016 Ancestry.com LLC Silver Lake Partners May 12, 2015 AOL Inc. Verizon Communications Inc. February 12, 2015 Orbitz Worldwide, Inc. Expedia, Inc. September 30, 2014 Move, Inc. News Corp. August 5, 2014 Cars.com Gannett Co., Inc. July 28, 2014 Trulia, Inc. Zillow, Inc.

For each precedent transaction, PJT Partners reviewed the TEV of the target company in the transaction as a multiple of (a) the target company’s revenue for the 12 months immediately following the transaction (which we refer to as “NTM Revenue”) and (b) the target company’s EBITDA for the 12 months immediately following the transaction (which we refer to as “NTM EBITDA”), as summarized in the following:

Median TEV/NTM Revenue 2.3x TEV/NTM EBITDA 10.2x

Estimated financial data of the selected transactions were based on publicly available information at the time of announcement of the relevant transaction.

The reasons for and the circumstances surrounding each of the selected precedent transactions analysed were diverse and there are inherent differences in the business, operations, financial conditions and prospects of Credible and the companies included in the selected precedent transaction analysis, which PJT Partners discussed with the Special Committee. In addition, certain of the selected precedent transactions involved the purchase and sale of certain assets and businesses rather than transactions involving whole companies, and the selected precedent transactions occurred during periods in which financial, economic and market conditions were different from those in existence as of the date of PJT Partners’ opinion. Accordingly, PJT Partners believed, and discussed with the Special Committee, that a purely quantitative selected precedent transaction analysis would not be particularly meaningful in the context of considering the Merger. PJT Partners therefore made qualitative judgments concerning differences between the characteristics of the selected precedent transactions and the Merger which would affect the acquisition equity values of the selected target companies and Credible. Based upon these judgments, after reviewing the above analysis, PJT Partners selected a TEV to NTM Revenue range of 2.5x to 4.0x for Credible on a standalone basis and applied this range to Credible’s NTM Revenue based on the Projections to calculate a range of implied prices per Credible CDI on a standalone basis. The following summarizes the result of these calculations:

Implied prices per Credible CDI Price/2020E TEV/NTM Revenue AU$ 1.05 – AU$1.58

Discounted Cash Flow Analysis—Credible

In order to estimate the present value of Credible CDIs, PJT Partners performed a discounted cash flow analysis of Credible. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows generated by the asset. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns

and other appropriate factors. For personal use only use personal For To calculate the estimated enterprise value of Credible using the discounted cash flow method, PJT Partners added (a) Credible’s projected after-tax unlevered free cash flows for the period September 30, 2019 through fiscal year end 2023E based on the Projections (which we refer to in this section titled “—Opinion of the Financial Advisor to the Credible Special Committee” as the “4.25 year DCF analysis”) to (b) ranges of “terminal values” of Credible as of December 31, 2023, and discounted such amount

4. The Merger

to its present value using a range of selected discount rates. The after-tax unlevered free cash flows were calculated by taking the tax-affected earnings before interest and tax expense, adding depreciation and amortization, subtracting capital expenditures and adjusting for changes in working capital and other cash flow items. The residual value of Credible at the end of the projection period, or “terminal value,” was estimated by applying the exit multiple range of 20.0x to 30.0x to Credible’s 2023E EBITDA from the Projections. The range of after-tax discount rates of 11.0% to 13.0% was selected based on PJT Partners’ analysis of the weighted average cost of capital of Credible. PJT Partners then calculated a range of implied equity values per Credible CDI by subtracting Credible’s estimated net debt from the estimated enterprise value derived using the discounted cash flow method and dividing such amount by the fully diluted number of Credible CDIs as of August 2, 2019. The following summarizes the results of these calculations:

Implied equity Credible Standalone 4.25 year DCF Analysis values per Credible CDI Projections $1.48 - $2.30

Other Information

PJT Partners also observed the additional factors described below, which were not considered part of its financial analyses in connection with rendering its opinion, but were referenced solely for informational purposes:

• A discounted equity analysis was performed by PJT Partners in order to estimate the present value of Credible CDIs. A discounted equity value analysis is a traditional valuation methodology used to derive a company’s share price by calculating the “present value” of the future implied share price. PJT Partners calculated the discounted equity value per Credible CDI, on a standalone basis, based on Credible’s implied future share price as of 2021 year end, which was calculated by using NTM TEV / revenue multiples of 3.5x to 5.5x multiplied by Credible’s 2021 revenue projections, subtracted Credible’s estimated net debt to calculate the implied total equity value as of such date in the Projections, and then divided by the implied fully diluted number of Credible CDIs based on the fully diluted number of Credible CDIs as of August 2, 2019 and then multiplied by the USD to AUD foreign exchange rate as of August 2, 2019. PJT Partners discounted each such future share price to its present value using a selected cost of equity discount rate range of 20.0% to 25.0%, which was selected based on PJT Partners’ estimate of the expected annual rate of return of an equity investor in Credible. This analysis resulted in range of equity values per Credible CDI on a standalone basis of AU$1.37 to AU$2.29;

• historical trading prices of Credible CDIs during the 52-week period ending August 2, 2019, which indicated low and high closing prices of Credible CDIs during such period of AU$0.68 to AU$2.23, as compared to the price per Credible CDI of AU$2.21 to be paid to the holders of Credible CDIs pursuant to the Merger Agreement; and

• publicly available Wall Street research analysts’ share price targets in the next 12 months for Credible CDIs, which indicated a target share price range for Credible CDIs of AU$2.41 to $2.78, as compared to the headline offer value of AU$2.21.

General

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying PJT Partners’ opinion. In arriving at its fairness determination, PJT Partners considered the

For personal use only use personal For results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, PJT Partners made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Credible or the contemplated transaction. The terms of the Merger Agreement, including the Merger Consideration, were determined through arm’s-length negotiations between Credible and FOX, rather than PJT Partners, and the decision to enter into the Merger Agreement was solely that of Credible and FOX.

4. The Merger

PJT Partners prepared these analyses for purposes of providing its opinion to the Special Committee as to the fairness from a financial point of view, as of the date of the written opinion of PJT Partners, of the consideration to be received by the Stockholders and the holders of Credible CDIs (in each case, other than Mr. Stephen Dash and his affiliates) pursuant to the Merger. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favourable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Credible, PJT Partners or any other person assumes responsibility if future results are materially different from those forecasted.

PJT Partners is an internationally recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. The Special Committee selected PJT Partners because of its qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions generally and in the financial technology industry specifically.

PJT Partners is acting as financial advisor to the Special Committee in connection with the Merger. As compensation for its services in connection with the Merger, PJT Partners is entitled to receive from Credible US$2.75 million, which became payable upon the delivery of PJT Partners’ opinion to the Special Committee. In addition, subject to satisfaction of certain conditions, an advisory fee of US$500,000 may be payable to PJT Partners. Credible has agreed to reimburse PJT Partners for out- of-pocket expenses and to indemnify PJT Partners for certain liabilities arising out of the performance of such services (including the rendering of PJT Partners’ opinion).

In the ordinary course of PJT Partners and its affiliates’ businesses, PJT Partners and its affiliates may provide investment banking and other financial services to Credible, FOX or their respective affiliates and may receive compensation for the rendering of these services. During the two years preceding the date of this opinion, PJT Partners has not received fees from Credible, FOX or their respective affiliates.

4.5 Financing of the Merger

The consummation of the Merger is not subject to any financing conditions. Credible anticipates that the total amount of funds necessary to consummate the Merger and the related transactions will be approximately $265 million. Credible understands that FOX intends to use cash on hand.

4.6 Interests of Directors and executive officers in the Merger

When considering the recommendation of the Credible Board to vote in favour of the Merger Proposal, you should be aware that the members of the Credible Board and Credible’s executive officers have interests in the Merger that are different from, or in addition to, the interests of Stockholders (and holders of Credible CDIs) generally. The members of the Credible Board were aware of and considered these interests, among other matters, to the extent that they existed at the time, in approving the Merger Agreement and the Merger and recommending that the Merger Agreement be adopted by Stockholders (and holders of Credible CDIs). These interests are described in more detail and, where applicable, are quantified in the narrative below:

• Treatment of Vested Stock Options. At the Effective Time, each Vested Stock Option will automatically be cancelled and converted into the right to receive a lump-sum cash payment equal to, (1) the Per Share Merger Consideration, less the applicable exercise price per Share

attributable to such Vested Stock Option, multiplied by (2) the number of Shares issuable upon For personal use only use personal For exercise in full of such Vested Stock Option; provided that if the exercise price per Share is equal to or greater than the Per Share Merger Consideration, such Vested Stock Option will be cancelled for no consideration.

4. The Merger

• Treatment of Unvested Stock Options. At the Effective Time, each Unvested Stock Option will automatically be converted into an option to acquire, subject to substantially the same terms as were applicable to each Unvested Stock Option, the number of shares of common stock in FOX equal to (1) the number of Shares subject to the Unvested Stock Option multiplied by (2) an amount equal to the Per Share Merger Consideration divided by the market price of shares of common stock in FOX calculated in accordance with the terms set forth in the Merger Agreement.

• Summary of Outstanding Stock Options. The table below sets forth, for each Director and executive officer of Credible, (i) the number of Vested Stock Options and (ii) the Vested Option Consideration to be received upon the consummation of the Merger.

Total as % of No. of Vested fully-diluted Total Vested Option Interested party Options shares Consideration1 outstanding

Directors

Ron Suber 40,503 0.37% $1,284,674

Annabelle Chaplain 7,719 0.07% $114,627

Dean Dorrell 23,154 0.21% $343,837

Executives

Chris Bishko 57,188 0.52% $967,791

Colin Bowman 24,188 0.22% $331,853

David Lewis 38,335 0.35% $553,302

Jaideep Vijan 58,333 0.53% $2,063,250

Jereme Albin 12,574 0.11% $217,253

Jessica Rossman 16,172 0.15% $325,055

Robert Humann 5,325 0.05% $115,575

• Acceleration pursuant to option grant agreements. Pursuant to the option grant agreements with each of the following Directors and executive officers of Credible, if a “Change of Control” (as defined in the Stock Plan) occurs, 100% of the then unvested Shares subject to the Stock Option will vest and become exercisable effective as of immediately prior to the consummation of the “Change of Control”. The Merger will constitute a “Change of Control” for the purposes of the Stock Plan and therefore immediately prior to the Effective Time, 100% of each of the following Directors’ and executive officers’ Unvested Stock Options will vest and become Vested Stock Options, which will be cancelled and converted into the right to receive the Vested Option Consideration upon the consummation of the Merger.

For personal use only use personal For 1 Vested Option Consideration values are presented in US$ and calculated based on the Per Share Merger Consideration of A$55.25 per Share multiplied by an assumed currency exchange rate of A$1:US$0.68 less the relevant Stock Option exercise price. This number is then multiplied by the number of Vested Stock Options. The Vested Option Consideration received by the individuals identified will fluctuate with the A$:US$ exchange rate with the actual consideration received being determined based on the A$:US$ exchange rate at Closing.

4. The Merger

Total Vested Interested party No. of accelerating Exercise price Option options Consideration2 Directors

Ron Suber 604 $2.20 $21,375

Ron Suber 1,287 $22.72 $19,105

Stephen Dash 380,000 $22.72 $5,643,000

Dean Dorrell 3,859 $22.72 $57,306

Annabelle Chaplain 1,287 $22.72 $19,105

• Acceleration pursuant offer letter. Pursuant to the Offer Letter, dated June 24, 2018, by and between Credible Labs Inc. and Jessica Rossman, if a “Change of Control” (as defined in the Stock Plan) occurs, 50% of the then unvested Shares subject to the Stock Option will vest and become exercisable effective as of immediately prior to the consummation of the “Change of Control”. The Merger will constitute a “Change of Control” for the purposes of the Stock Plan and therefore immediately prior to the Effective Time, 50% of Ms. Rossman’s then Unvested Stock Options will vest and become Vested Stock Options which will be cancelled and converted into the right to receive the Vested Option Consideration upon the consummation of the Merger.

• Acceleration pursuant to advisor agreement. Pursuant to the Advisor Agreement, dated as of February 1, 2013, by and between Stampede Labs Inc. (now known as Credible Labs Inc.) and Dean Dorrell, as amended by Amendment No. 1 to Advisor Agreement dated as of November 1, 2017, if a “Change of Control” (as defined in the Stock Plan) occurs, 100% of any then unvested Shares subject to the Stock Option to purchase 15,435 Shares will vest and become Vested Stock Options upon the closing of the “Change of Control”. The Merger will constitute a “Change of Control” for the purposes of the Stock Plan and therefore upon the Effective Time, 100% of Mr. Dorrell’s then Unvested Stock Options will become Vested Stock Options, which will be cancelled and converted into the right to receive the Vested Option upon the consummation of the Merger.

• Severance and other Post-Termination Payments. Pursuant to certain employment agreements and offer letters entered into between Credible and certain of Credible’s current officers, in the event of a qualifying termination of employment (which generally consists of a termination of employment by Credible without cause or by the applicable officer for good reason) prior to or following the Effective Time such officer may be entitled to receive cash severance, acceleration of unvested options and other post-termination benefits from Credible. These severance arrangements were in effect prior to the execution of the Merger Agreement and are unaffected by the Merger Agreement or the Merger.

• Indemnification and insurance. The Merger Agreement provides that all rights to exculpation, indemnification and advancement of expenses existing as of the date of the Merger Agreement in favour of Credible’s current Directors or officers, in their capacity as directors or officers will survive the Merger and continue in full force and effect. The Merger Agreement further provides that from and after the Effective Time through the sixth anniversary of the Effective Time, the certificate of incorporation and the bylaws of the Surviving Corporation will contain, and FOX

For personal use only use personal For 2 Vested Option Consideration values are presented in US$ and calculated based on the Per Share Merger Consideration of A$55.25 per Share multiplied by an assumed currency exchange rate of A$1:US$0.68 less the relevant Stock Option exercise price. This number is then multiplied by the number of Vested Stock Options. The Vested Option Consideration received by the individuals identified will fluctuate with the A$:US$ exchange rate with the actual consideration received being determined based on the A$:US$ exchange rate at Closing.

4. The Merger

will cause them to so contain, provisions no less favourable with respect to indemnification, advancement of expenses and exculpation of former directors and officers in Credible’s certificate of incorporation and bylaws existing as of the date of the Merger Agreement.

• Continuation of insurance or tail insurance. The Merger Agreement further provides that for a period of 6 years from the Effective Time, FOX shall cause the Surviving Corporation to maintain either (1) the coverage provided by the current policies of the directors’ and officers’ liability insurance maintained by Credible, so long as the annual premium would not be in excess of 300% of the last annual premium paid by Credible prior to the date of the Merger Agreement or (2) purchase a “tail” insurance policy at a cost no greater than 300% of the last annual premium paid by Credible prior to the date of the Merger Agreement and on terms and conditions no materially less favourable than the coverage under Credible’s and its subsidiaries’ directors’ and officers’ existing liability insurance.

4.7 Regulatory Matters

To complete the Merger, we must obtain or make all material U.S. state approvals, consents and filings. Other than those set out herein and the expiration or termination of the waiting period applicable to the completion of the Merger under the HSR Act and certain ASX approvals (see Section 12.2), we are not currently aware of any other material Australian or U.S. federal or state approvals, consents or filings that are required to be obtained or made for the completion of the Merger. If any such approvals, consents or filings are required to complete the Merger, we will seek or make such consents, approvals and filings.

On August 23, 2019, Credible and FOX were notified by the U.S. Federal Trade Commission that early termination of the waiting period under the HSR Act was granted, effective immediately. On 10 September 2019 (Sydney time), the requested waivers and confirmations were granted by ASX.

State Regulatory Filings

As a condition precedent to the Merger, Credible must obtain or make certain U.S. state approvals, consents and filings. As of the date of this Proxy Statement, Credible has submitted all requisite applications, and is not aware of any fact or circumstance that would cause this condition to be unable to be satisfied.

4.8 Litigation Relating to the Merger

As of the date of this proxy statement, there is no litigation known to the parties.

4.9 Escrow Arrangements

A number of securityholders are restricted from dealing in their Shares or Stock Options. These restrictions were either imposed by the ASX or have been agreed to voluntarily.

The ASX restrictions were imposed in connection with Credible’s initial public offering and listing on ASX in December 2017. The ASX Listing Rules required certain persons such as Directors and promoters of Credible to enter into restriction agreements under which they were restricted from dealing in a specified number of their Stock Options and Shares for 24 months from the date of quotation of Credible CDIs on the official list of ASX. The restriction agreements restrict the ability of the holder of the Stock Options or Shares (as the case may be) from disposing of, creating any security interest in or transferring effective ownership or control of such Stock Options or Shares.

For personal use only use personal For With respect to voluntary restrictions, as part of the IPO and ASX listing, a number of persons and entities also agreed to voluntary restrictions for 24 months from the date of quotation of Credible CDIs on the official list of ASX.

4. The Merger

The table below sets out the securityholders which were restricted from dealing in their Stock Options and Shares pursuant to ASX restrictions and voluntary restrictions.

Escrowed party Type of escrow Escrowed Shares Escrowed Stock arrangement Options

Directors

Ron Suber ASX 38,819 40,503

Stephen Dash ASX 4,406,569 380,000

Dean Dorrell ASX 119,924 23,154

Ray Yang ASX 252,646 --

Annabelle Chaplain ASX -- 7,719

Investors

Other investors ASX 40,473 --

Employees

Other executives Voluntary 128,980 56,968

Total 4,987,411 508,344

However, ASX has consented to the early release of these Escrowed Securities from the ASX imposed restriction agreements, and Credible intends to waive the voluntary restrictions to the extent necessary, in order for them to be cancelled as contemplated under the Merger or transferred as contemplated under the Rollover Agreement (see Section 12.2).

4.10 Delisting and Deregistration of Credible CDIs

If the Merger is completed, Credible CDIs will no longer be traded on the ASX and Credible will be removed from the official list of the ASX in accordance with the ASX Listing Rules as soon as practicable following the completion of the Merger.

4.11 Certain Relationships between Credible and FOX

Credible and FOX are parties to the Merger Agreement. See Section 8 for further information.

FOX and each of Mr. Stephen Dash and his affiliates are parties to a Voting Agreement requiring such persons to vote their Shares in favour of the resolution to approve the Merger Proposal and against any competing Acquisition Proposals. See Section 9.

FOX, Intermediate Parent and each of Mr. Stephen Dash are also parties to the Rollover Agreement pursuant to which Mr. Stephen Dash has agreed to transfer to the Intermediate Parent a total of 3,526,980 Shares in return for 33.33% of the total issued units in the Intermediate Parent.

For personal use only use personal For On March 21, 2019, Credible and FOX entered into a confidentiality agreement. On May 6, 2019, Credible and FOX entered into a confidentiality agreement, which superseded the March 21, 2019 confidentiality agreement (together, “Confidentiality Agreement”).

4. The Merger

4.12 Appraisal Rights

Holders of Credible Shares who do not vote in favour of the adoption of the Merger Agreement and who otherwise comply with the statutory requirements of Section 262 of the Delaware General Corporation Law (“DGCL”) are entitled to certain appraisal rights under Delaware law, as described below and in Annex C to this proxy statement. Those holders who perfect their appraisal rights by strictly following certain procedures in the manner prescribed by Section 262 of the DGCL will be entitled to receive payment of the “fair value” (as determined by the Delaware Court of Chancery) of their Shares in cash from Credible, as the Surviving Corporation in the Merger.

ANY STOCKHOLDER WHO WISHES TO EXERCISE APPRAISAL RIGHTS OR WHO WISHES TO PRESERVE HIS OR HER RIGHT TO DO SO SHOULD REVIEW ANNEX C CAREFULLY AND SHOULD CONSULT HIS OR HER LEGAL ADVISER, SINCE FAILURE TO COMPLY IN A TIMELY MANNER WITH THE PROCEDURES SET FORTH THEREIN WILL RESULT IN THE LOSS OF SUCH RIGHTS.

The record holders of the Shares that elect to exercise their appraisal rights with respect to the Merger are referred to as “Dissenting Stockholders,” and the Shares with respect to which they exercise appraisal rights are referred to as “Dissenting Shares.” If a Stockholder has a beneficial interest in Shares that are held of record in the name of another person, such as a broker, bank, trustee or other nominee, and such Stockholder desires to perfect whatever appraisal rights that Stockholder may have, such beneficial Stockholder must consult with such broker, bank, trustee or other nominee, to determine the appropriate procedures for the making of a demand for appraisal on your behalf by your bank, broker or other nominee.

A VOTE IN FAVOUR OF THE ADOPTION OF THE MERGER AGREEMENT BY A STOCKHOLDER WILL RESULT IN A WAIVER OF SUCH HOLDER’S APPRAISAL RIGHTS UNDER DELAWARE LAW. IN ADDITION, BECAUSE A SUBMITTED PROXY NOT MARKED “AGAINST” OR “ABSTAIN” WILL BE VOTED “FOR” THE PROPOSAL TO ADOPT THE MERGER AGREEMENT, THE SUBMISSION OF A PROXY NOT MARKED “AGAINST” OR “ABSTAIN” WILL RESULT IN THE WAIVER OF APPRAISAL RIGHTS.

When the Merger becomes effective, Stockholders who have strictly complied and continue to strictly comply with the procedures prescribed in Section 262 of the DGCL will be entitled to a judicial appraisal of the fair value of their Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, and to receive payment of the fair value of their Shares in cash from Credible, as the Surviving Corporation in the Merger. The following is a brief summary of the statutory procedures that must be followed by a Stockholder in order to perfect appraisal rights under the DGCL. This summary is not intended to be complete and is qualified in its entirety by reference to Section 262 of the DGCL, the text of which is included as Annex C to this proxy statement. We advise any Stockholder considering demanding an appraisal to consult legal counsel.

In order to exercise appraisal rights under Delaware law, a Stockholder must be the Stockholder of record of the Shares as to which Credible appraisal rights are to be exercised on the Record Date for the Special Meeting and on the date that the written demand for appraisal described below is made, and the Stockholder must continuously hold such Shares through the Effective Time of the Merger. While Stockholders electing to exercise their appraisal rights under Section 262 of the DGCL are not required to vote against the resolution to approve the Merger Proposal, a vote in favour of the resolution to adopt the Merger Agreement will result in a waiver of the holder’s right to appraisal rights.

A Stockholder electing to demand the appraisal of such Stockholder’s Shares must deliver to Credible, before the taking of the vote on the adoption of the Merger Agreement, a written demand for appraisal of such Stockholder’s Shares. Such demand will be sufficient if it reasonably informs Credible of the identity of the Stockholder and that the Stockholder intends thereby to demand the appraisal of such Stockholder’s Shares. A proxy or vote against the approval of the Merger Proposal will not constitute

For personal use only use personal For such a demand. Please see the discussion below under the heading “Written Demands” for additional information regarding written demand requirements.

Within 10 days after the Effective Time of the Merger, Credible, as the Surviving Corporation, must provide notice of the date of effectiveness of the Merger to all Stockholders who have not voted for approval of the Merger Agreement and who have otherwise complied with the requirements of Section 262 of the DGCL.

4. The Merger

STOCKHOLDERS WHO HOLD THEIR SHARES IN BROKERAGE OR BANK ACCOUNTS OR OTHER NOMINEE FORMS AND WHO WISH TO EXERCISE APPRAISAL RIGHTS SHOULD CONSULT WITH THEIR BANK, BROKER OR OTHER NOMINEE, AS APPLICABLE, TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE BANK, BROKER OR OTHER NOMINEE TO MAKE A DEMAND FOR APPRAISAL OF THOSE SHARES. A PERSON HAVING A BENEFICIAL INTEREST IN SHARES HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A BANK, BROKER OR OTHER NOMINEE, MUST ACT PROMPTLY TO CAUSE THE STOCKHOLDER OF RECORD TO FOLLOW PROPERLY AND IN A TIMELY MANNER THE STEPS NECESSARY TO PERFECT APPRAISAL RIGHTS.

A Stockholder who elects to exercise appraisal rights must mail or deliver the written demand for appraisal to:

Credible Labs Inc. Principal Place of Business 22 4th Street, Floor 8 San Francisco, CA 94103 United States Attention: Investor Relations

Within 120 days after the Effective Time of the Merger, any Dissenting Stockholder who has strictly complied with the procedures prescribed in Section 262 of the DGCL will be entitled, upon written request, to receive from Credible, as the Surviving Corporation, a statement of the aggregate number of Shares not voted in favour of the Merger and with respect to which demands for appraisal have been received by Credible, and the aggregate number of holders of those Shares. This statement must be mailed to the Dissenting Stockholder within 10 days after the Dissenting Stockholder’s written request has been received by Credible, as the Surviving Corporation, or within 10 days after the date of the Effective Time of the Merger, whichever is later.

Within 120 days after the Effective Time of the Merger, any Dissenting Stockholder who has strictly complied with the procedures prescribed in Section 262 of the DGCL may file a petition in the Delaware Court of Chancery, with a copy served on Credible, as the Surviving Corporation, demanding a determination of the fair value of each Share of all Dissenting Stockholders. However, any Stockholder who has complied with the requirements of Section 262 but has not commenced or joined an appraisal proceeding has the right to withdraw the appraisal demand any time within 60 days after the Effective Time of the Merger.

If a petition for an appraisal is timely filed by a Dissenting Stockholder and a copy of the petition is delivered to Credible, as the Surviving Corporation, the Surviving Corporation will then be obligated, within 20 days after receiving service, to provide the Delaware Court of Chancery with a duly verified list containing the names and addresses of any Dissenting Stockholders with whom agreements as to the value of their shares have not been reached. Upon the filing of any such petition, the Delaware Court of Chancery may order that notice of the time and place fixed for the hearing on the petition be mailed to the Surviving Corporation and all of the Stockholders shown on the list described above at the addresses stated therein. Such notice will also be published at least one week before the day of the hearing in a newspaper of general circulation published in the City of Wilmington, Delaware, or in another publication determined by the Delaware Court of Chancery.

The Delaware Court of Chancery will conduct a hearing upon the petition, and determine those Stockholders that have complied with Section 262 of the DGCL and that have become entitled to appraisal rights. The Delaware Court of Chancery may require the Dissenting Stockholders to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; if any Dissenting Stockholder fails to comply with that direction, the Delaware Court of Chancery may dismiss the proceedings as to that Stockholder. For personal use only use personal For After determining the Stockholders entitled to appraisal rights, the Delaware Court of Chancery will appraise the Shares owned by those Stockholders by determining the fair value of the Shares exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with the fair rate of interest to be paid, if any, on the amount determined to be the fair value. When fair value is determined, the Delaware Court of Chancery will direct the payment of that value, with interest, if any,

4. The Merger

by the Surviving Corporation to the Stockholders entitled to appraisal rights, upon surrender to the Surviving Corporation of the certificates representing those Shares.

Although the parties believe that the Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery and Stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the consideration they would receive pursuant to the Merger Agreement. Moreover, we do not anticipate offering more than the Per Share Merger Consideration to any Stockholder exercising appraisal rights and reserve the right to assert, in any appraisal proceeding, that, for purposes of Section 262 of the DGCL, the “fair value” of a Share is less than the Per Share Merger Consideration. In determining “fair value,” the Delaware Court of Chancery is required to take into account all relevant factors. The Delaware Supreme Court has stated that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “fair price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which could be ascertained as of the date of the Merger which throw any light on future prospects of the merged corporation. Stockholders should be aware that opinions as to the fairness, from a financial point of view, of the Merger Consideration are not opinions as to fair value under Section 262 of the DGCL.

If no petition for appraisal is filed with the Delaware Court of Chancery by Credible, as the Surviving Corporation, or any Dissenting Stockholder within 120 days after the Effective Time of the Merger, then the Dissenting Stockholders’ rights to appraisal will cease and they will be entitled only to receive Merger Consideration paid in the Merger on the same basis as other Stockholders. Since Credible, as the Surviving Corporation, has no obligation to file a petition, any Stockholder who desires a petition to be filed is advised to file it on a timely basis. No petition timely filed in the Delaware Court of Chancery demanding appraisal shall be dismissed as to any Stockholder, however, without the approval of the Delaware Court of Chancery, which may be conditioned on any terms the Delaware Court of Chancery deems just.

The cost of the appraisal proceeding may be determined by the Delaware Court of Chancery and taxed upon the parties as the court deems equitable in the circumstances. Upon application of a Dissenting Stockholder who has strictly complied with the procedures prescribed in Section 262 of the DGCL, the court may order that all or a portion of the expenses incurred by any Dissenting Stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees, and the fees and expenses of experts, be charged pro rata against the value of all Shares entitled to appraisal. In the absence of this determination or assessment, each party bears its own expenses.

After the Effective Time of the Merger, a Dissenting Stockholder that has timely demanded appraisal in compliance with Section 262 of the DGCL will not be entitled to vote the Shares subject to such demand for any purpose or to receive payment of dividends or other distributions on the Shares, except for dividends or other distributions payable to Stockholders of record at a date prior to the Effective Time of the Merger.

At any time within 60 days after the Effective Time of the Merger, any Dissenting Stockholder will have the right to submit a written withdrawal of the Stockholder’s demand for appraisal and to accept the right to receive Merger Consideration in the Merger on the same basis on which Shares are converted in the Merger. After this sixty day period, a Dissenting Stockholder may withdraw such Stockholder’s demand for appraisal only with the written consent of Credible or FOX and the approval of the Delaware Court of Chancery.

Written Demands

When submitting a written demand for appraisal under the DGCL, the written demand for appraisal

For personal use only use personal For must reasonably inform Credible of the identity of the Stockholder of record making the demand and indicate that the Stockholder intends to demand appraisal of the Stockholder’s Shares. A demand for appraisal should be executed by or for the Stockholder of record, fully and correctly, as that Stockholder’s name appears on the Stockholder’s stock certificate. If Shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, the demand should be executed by the fiduciary. If Shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or for all joint owners. An authorized agent, including an

4. The Merger

agent for two or more joint owners, should execute the demand for appraisal for a Stockholder of record; however, the agent must identify the record owner and expressly disclose the fact that, in exercising the demand, he, she or it is acting as agent for the record owner.

A record owner who holds Shares as a nominee for other beneficial owners of the Shares may exercise appraisal rights with respect to the Shares held for all or less than all beneficial owners of the Shares for which the holder is the record owner. In that case, the written demand must state the number of Shares covered by the demand. Where the number of Shares is not expressly stated, the demand will be presumed to cover all Shares outstanding in the name of that record owner. Beneficial owners (other than holders of Credible CDIs) who are not record owners and who intend to exercise appraisal rights should instruct the record owner to comply strictly with the statutory requirements with respect to the delivery of written demand prior to the taking of the vote on the Merger.

Stockholders considering whether to seek appraisal should bear in mind that the fair value of their Shares determined under Section 262 of the DGCL could be more than, the same as or less than the value of the right to receive Merger Consideration in the Merger. Also, Credible and FOX reserve the right to assert in any appraisal proceeding that, for purposes thereof, the “fair value” of the Shares are less than the value of the Merger Consideration to be issued in the Merger.

Any Stockholder who fails to strictly comply with the requirements of Section 262 of the DGCL, attached as Annex C to this proxy statement, will forfeit his, her or its rights to dissent from the Merger and to exercise appraisal rights and will receive Merger Consideration on the same basis as all other Stockholders.

Holders of Credible CDIs

HOLDERS OF CREDIBLE CDIS ARE NOT ENTITLED TO EXERCISE APPRAISAL RIGHTS IN CONNECTION WITH THE MERGER. HOLDERS OF CREDIBLE CDIS MUST HAVE CONVERTED THEIR CREDIBLE CDIS INTO SHARES PRIOR TO THE RECORD DATE FOR THE SPECIAL MEETING, AND OTHERWISE COMPLY WITH THE TERMS SET FORTH ABOVE, IN ORDER TO EXERCISE APPRAISAL RIGHTS IN CONNECTION WITH THE MERGER.

THE PROCESS OF DISSENTING REQUIRES STRICT COMPLIANCE WITH TECHNICAL PREREQUISITES. THOSE INDIVIDUALS OR ENTITIES WISHING TO DISSENT AND TO EXERCISE THEIR APPRAISAL RIGHTS SHOULD CONSULT WITH THEIR OWN LEGAL COUNSEL IN CONNECTION WITH COMPLIANCE UNDER SECTION 262 OF THE DGCL. TO THE EXTENT THERE ARE ANY INCONSISTENCIES BETWEEN THE FOREGOING SUMMARY AND SECTION 262 OF THE DGCL, THE DGCL SHALL PREVAIL.

For personal use only use personal For

5. INFORMATION ABOUT CREDIBLE

5.1 Overview of Credible

Credible is a U.S. company incorporated in the State of Delaware and based in San Francisco which operates a consumer finance marketplace that helps consumers save money and make better financial decisions. Credible has developed a proprietary technology platform that is integrated with credit bureaus and financial institutions. Credible has developed a differentiated, and personalized user experience that enables consumers to compare instant, pre-qualified rates from multiple financial institutions for student loans, personal loans and mortgages. For more information, please visit: www.credible.com.

5.2 Directors and Key Management Personnel

Name Background

Directors

Ron Suber Ron is a prominent leader in the U.S. Fintech industry having held multiple leadership positions in the Fintech and corporate financial services sectors. Non-Executive He has more than 20 years’ experience in sales, marketing, and business Chairman development across the hedge fund, broker-dealer and registered investment advisor industries. Ron is currently President Emeritus and Senior Advisor to Prosper, Chairman and member of the Credible Board, Advisory board member to Docusign, Juvo, Unison, Money360 and eOriginal. Previously, Ron was a Director at Prosper Funding LLC, President at Prosper Marketplace, Managing Director at Wells Fargo Securities, Head of Global Sales and Marketing, Senior Partner and Director of Merlin Securities, Senior Managing Director and Manager of Global Clearing Sales at Bear Sterns and President of Spectrum Global Fund Administration. Ron holds a B.A. in Economics from the University of California at Berkeley.

Stephen Dash Stephen is the Founder and Chief Executive Officer of Credible. Chief Executive Stephen has led Credible’s strategy and execution since inception, raising Officer and more than $70 million in capital, launching the Student Loan Refinancing, Executive Director Private Student Loan Origination, Personal Loans, Credit Cards, and Mortgage Marketplaces, and growing the Credible team to more than 140 people. Prior to founding Credible, Stephen was an Investment Banker at J.P. Morgan, an Investment Director at M.H. Carnegie & Co and a Co-founder of Quickcharge Media. Stephen holds a Bachelor of Commerce (Hons) from the University of

Queensland. For personal use only use personal For

5. Information About Credible

Name Background

Dean Dorrell Dean has a B.A. (Hons.) in Economics and had a successful initial career as a bond trader, arbitrageur and proprietary trader. He formulated some of the Non-Executive earliest proprietary models, quant trading systems and statistical arbitrage Director methods in the 1990s that led to him becoming Head of Bond Trading at Paribas in London and later joining Greenwich Capital and Greenwich Natwest. Dean made his first angel investment in 1998 and during the mid-2000s transitioned into a VC/private equity/operating executive role with Redbus Group in London which had successful exits such as RFD to Lionsgate and Lovefilm (which was the merged entity that the Redbus founded Video Island became part of) to Amazon and was named winner of the Richard Branson sponsored Sunday Times Virgin Atlantic Fast Track 100. Dean moved to Australia in 2010 and became the Managing Director and an Investment Committee Member of M.H. Carnegie & Co. in 2011, primarily leading the deal team in early stage venture investments and private equity deals (largely focused on distressed real assets such as marinas and pubs). Dean co-founded Carthona Capital in 2014 which has become one of Australia’s leading early stage venture capital companies with over $200m of FUM.

Ray Yang Ray is a Partner at Marathon Venture Partners (“MVP”), a China-based early to growth stage fund focusing on healthcare and Fintech. Prior to MVP, Ray Non-Executive was a Managing Director at Northern Light Venture Capital, where he led the Director firm’s investments both in healthcare and Fintech. He started his venture capital career with Orchid Asia Group Management in 2004, where he helped establish the firm’s China operations and served as an Investment Director. Prior to his venture capital career, Ray worked for ten years in various Chinese government and multinational corporations. He worked at China’s Ministry of Commerce for four years, where he oversaw operations of the Economic & Commercial offices of China across the world. He then served as a Vice Commercial Consul for the Chinese Consulate General in Houston, Texas promoting trade and investment between China and the southern region of the United States. He also worked as a Commodities Trader for Louis Dreyfus Corporation, participating in the trading and analysis of the agricultural commodities. Ray serves as a Director for Harvard Business School Alumni Board and was the President for Harvard Business School Alumni Club of Beijing (2009- 2011). He is also a Guest Professor at Shanghai University of Business and Economics (2016-2019). He is a Fellow of Aspen Institute China Fellowship Program and a member of Aspen Global Leadership Network. Ray holds a Bachelor of Economics degree from Shanghai Institute of Foreign

Trade and an MBA from Harvard Business School. For personal use only use personal For

5. Information About Credible

Name Background

Annabelle Annabelle is the chair of Credible’s Audit & Risk Management Committee and Chaplain is a member of the Remuneration & Nomination Committee. Annabelle is a former Investment Banker with extensive experience as a company director Non-Executive across a range of industry sectors. Director Currently, Annabelle is a non-executive director of ASX-listed Downer EDI Ltd and Seven Group Holdings Ltd and serves on both groups’ Audit and Risk Committees. Annabelle is also a non-executive director of ASX-listed MFF Capital Investments Ltd. A Fellow of the Australian Institute of Company Directors, Annabelle holds a Bachelor of Arts degree majoring in Economics and Mandarin from Griffith University in addition to a Masters of Business Administration (MBA) from the University of Melbourne. Annabelle holds an honorary doctorate from Griffith University for her service to banking and finance, and to the Gold Coast community.

Key management personnel

Stephen Dash See above. Chief Executive Officer

Chris Bishko Chris joined Credible in 2018. Prior to Credible, Chris was a partner at Omidyar Technology Ventures, where he focused on venture capital investments in Chief Financial financial technology, enterprise software and consumer Internet platforms. Officer Prior to that, Chris held a variety of investment banking positions at JPMorgan, with a focus on technology and financial services. Chris began his career as a private equity investor focused on financial services with Morgan Capital Corp., where he was a member of a team responsible for $450 million of investments. Chris received a B.S. from Duke University, where he majored in biomedical engineering and English literature.

Colin Bowman Colin joined Credible in 2014, and drives its product vision and execution. Colin has a deep experience crafting online user experiences and optimising Vice President, and product conversion. Head of Product & Design Prior to Credible, Colin spent five years at Yahoo building personalised experiences for hundreds of millions of users, including time leading key product initiatives on the Yahoo Homepage. Previous to this, Colin was a management consultant at Bain & Company, where he focused on strategic growth initiatives for clients in financial services and other industries in Toronto, New York, London and the United Arab Emirates. Colin holds an MBA from the Stanford Graduate School of Business and a

Bachelor of Commerce (Hons) from Queen’s University at Kingston. For personal use only use personal For

5. Information About Credible

Name Background

Jaideep Vijan Jai joined Credible in February 2017 in the role of Vice President, Engineering. Jai has over 20 years of experience in the technology industry, with over half Vice President, and that time spent holding leadership roles in e-commerce related software Head of organisations. Engineering Jai ran the technology organisation at Hotwire.com, a top 10 travel website in the U.S., for over 6 years. During that time, Jai oversaw the growth of the team from 80 to 150 people, started and scaled a successful offshore team up to 50 people, drove the adoption of modern Agile software development practices for the engineering team, and built a long track record of on-time and high-quality releases for Hotwire’s secure e-commerce technology platform. Jai has a Bachelor of Science and Master of Engineering in Computer Science from Cornell University.

Dave Lewis Dave Lewis has nearly 10 years’ experience working in Financial Services, Technology and now the intersection of the two as Credible’s Vice President, Vice President, and Partnership & Operations. Prior to joining Credible, Dave served as a Manager Head Partnerships in Deloitte Consulting’s Innovation practice. & Operations Dave holds an MBA from the University of California Berkeley’s Haas School of Business and a Bachelor of Science in Business Administration from the University of North Carolina at Chapel Hill.

Jereme Albin Jereme leads Marketplace Operations at Credible, overseeing Lending Operations, Customer Support and Business Intelligence. His teams work to Head of ensure that every borrower has an exceptional experience from start to finish. Marketplace Prior to Credible, he had over 10 years of experience in operations Operations management in the consumer lending and education industries. Jereme holds a degree in Mathematics from UC Berkeley.

Jessica Rossman Jessica Rossman is General Counsel and Chief Compliance Officer at Credible. General Counsel, and Head of Legal Jessica brings her strong legal and regulatory background to Credible helping & Compliance navigate the Fintech regulatory environment and ensuring a culture of compliance throughout Credible. In this role, Jessica oversees all legal matters of Credible including counselling Credible on legal and compliance matters related to new product development, corporate, employment, litigation, and intellectual property. Jessica has extensive legal experience working as both outside counsel and in-house counsel for Fortune 500 Companies such eBay, PayPal, Walmart and State Farm. Jessica holds a Juris Doctor degree from Santa Clara University School of Law and a Bachelor of Arts in Psychology (cum laude) from San Jose State University.

Robert Humann Robert joined Credible in 2016. Prior to Credible, Robert held a senior investment role at Jolimont Global, where he led domestic and international General Manager, growth equity investments in technology companies operating in the mineral Student and resources sector. Prior to that, Robert worked in an early-stage medical Personal Loans technology company where he oversaw the development and marketing of the

company’s product from initial patent through its distribution globally. Robert For personal use only use personal For began his career in professional services consulting. Robert holds a B.A. (Psychology) from the University of Melbourne and Graduate Diploma in Applied Finance.

5. Information About Credible

5.3 Credible securities

The authorized capital stock of Credible consists of 20,000,000 Shares and 10,000,000 shares of common prime stock, par value $0.0001 per share, of Credible (the “Company Common Prime Stock”).

At of the date of this proxy statement:

(i) 10,107,624 Shares were issued and outstanding, of which 4,707,594 Shares were held as 117,689,850 Credible CDIs;

(ii) no shares of Company Common Prime Stock were issued and outstanding;

(iii) no Shares and no Credible CDIs were held by Credible in its treasury; and

(iv) 1,850,321 Shares were reserved for future issuance under the Stock Plan, including 953,597 Shares subject to issued and outstanding Stock Options to purchase such shares, with a weighted average exercise price of $18.96 per share.

5.4 Substantial Shareholders

Name No. of ordinary fully paid shares % Held of issued ordinary held capital

Stephen Dash 4,408,798 43.62%

5.5 Recent share price performance

The graph below illustrates the price of Credible CDIs over the 12 months prior to August 3, 2019.

Share price (last 12 months prior to deal announcement) $2.50

$2.00

$1.50

$1.00

$0.50

- 2 Aug-18 2 Oct-18 2 Dec-18 2 Feb-19 2 Apr-19 2 Jun-19 2 Aug-19

Share price (A$/CDI) 29-May: A$2.11 initial Proposal 11-Jul: A$2.21 revised Final Offer

For personal use only use personal For

5. Information About Credible

5.6 Post quarter results

On the date of this proxy statement Credible lodged with the ASX its Business Update for the two month period ending August 31, 2019 (“July-August 2019”). Select highlights from the Business Update are provided below.

• Credible achieved Closed Loan Volume (“CLV”) of US$434 million for July and August 2019 (+90% growth on July-August 2018 CLV of US$229 million, and a 7% increase on Q2 2019 CLV of US$405 million);

• SoFi, a leading student refinancing lender, launched on the Credible student loan refinancing marketplace during the period;

• User accounts reached a cumulative total of ~2,070,000 as compared with ~1,755,000 as at 30 June 2019 (+18%) and ~1,060,000 user accounts as at 31 August 2018 (+95%); and

• Credible mortgage licensing footprint covered 41 states and the District of Columbia as at August 31, 2019(representing approximately 83% of residential mortgage originations in the U.S. based on the 2017 Nationwide Mortgage Licensing System Mortgage Industry Report).

See Section 5.8 for more information about other disclosures made by Credible to the ASX, including annual and half-yearly financial reports which are available from the ASX’s website at http://www.asx.com.au.

5.7 Interests of Directors and executive officers in the Merger

When considering the recommendation of the Credible Board to vote in favour of the approval of the Merger Proposal, you should be aware that the members of the Credible Board and our executive officers have interests in the Merger that are different from, or in addition to, the interests of the Stockholders (and holders of Credible CDIs) generally. The members of the Credible Board were aware of and considered these interests, among other matters, to the extent that they existed at the time, in approving the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.

See Section 4.6 for further information about these interests.

5.8 ASX lodgements and disclosures

The disclosures made by Credible to the ASX, including annual and half-yearly financial reports, are available free of charge from the ASX’s website at www.asx.com.au. Further announcements concerning material developments in relation to Credible will continue to be available on that website after the date of this proxy statement.

For personal use only use personal For

6. INFORMATION ABOUT FOX AND MERGER SUB

6.1 Overview of FOX

FOX produces and distributes compelling news, sports and entertainment content through its iconic domestic brands including: FOX News Media, FOX Sports, FOX Entertainment, and FOX Television Stations. These brands hold cultural significance with consumers and commercial importance for distributors and advertisers. The breadth and depth of FOX’s footprint allows FOX to deliver content that engages and informs audiences, develop deeper consumer relationships and create more compelling product offerings. FOX maintains an impressive track record of news, sports, and entertainment industry success that will shape its strategy to capitalize on current strengths and invest in new initiatives. For more information about FOX, please visit www.FoxCorporation.com.

6.2 Overview of Merger Sub

Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by the Merger Agreement. Upon completion of the Merger, Merger Sub will merge with and into Credible, and the separate corporate existence of Merger Sub will cease.

6.3 Directors and key management personnel

Name Title

FOX Directors

K. Rupert Murdoch AC Chairman

Lachlan K. Murdoch Executive Chairman and Chief Executive Officer

Chase Carey Non-Executive Director

Anne Dias Non-Executive Director

Roland A. Hernandez Non-Executive Director

Jacques Nasser AC Non-Executive Director

Paul D. Ryan Non-Executive Director

FOX key management personnel

K. Rupert Murdoch AC Chairman

Lachlan K. Murdoch Executive Chairman and Chief Executive Officer

John P. Nallen Chief Operating Officer

Viet D. Dinh Chief Legal and Policy Officer For personal use only use personal For Steven Tomsic Chief Financial Officer

6. Information About FOX and Merger Sub

Name Title

Merger Sub directors

Bryant O’Neal President, Treasurer and Secretary

Jeffrey Taylor Executive Vice President and Assistant Secretary

Intermediate Parent officers

Bryant O’Neal President, Treasurer and Secretary

Jeffrey Taylor Executive Vice President and Assistant Secretary

Edward Hartman Senior Vice President

6.4 Rollover and governance of the Intermediate Parent On 10 September 2019 (Sydney time), ASX provided written approval for the Rollover Stockholder to enter into the Rollover Agreement. As such, the Rollover Stockholder, FOX, and Intermediate Parent entered into a Rollover Agreement dated 18 September 2019, pursuant to which Rollover Stockholder committed to contribute, immediately prior to the consummation of the Merger, 3,526,980 Shares held by him (which collectively we refer to as the Rollover Shares) to Intermediate Parent in exchange for the issuance by Intermediate Parent to Rollover Stockholder of a 33.33% interest in the equity securities of Intermediate Parent.

Immediately prior to the consummation of the Merger the Limited Liability Company Agreement of Intermediate Parent will be amended and restated (the “A&R LLC Agreement”) to add Mr. Stephen Dash and certain of his affiliates as members of Intermediate Parent. Under the A&R LLC Agreement, Mr. Stephen Dash will have certain consent rights for so long as he and certain permitted transferees hold at least 10% of the equity interests of Intermediate Parent. Mr. Stephen Dash will also have customary pre-emptive rights, and the right to appoint up to two members to the board of directors of Intermediate Parent.

Also in connection with the consummation of the Merger, FOX, Rollover Stockholder and Credible will enter into a go-forward commercial agreement pursuant to which FOX and Credible would collaborate on advertising, promotional, media and editorial integrations.

See Section 10.2 for further information about the A&R LLC Agreement and the commercial agreement.

6.5 Rationale for Merger The acquisition of Credible underscores FOX's innovative digital strategy that emphasizes direct interactions with consumers to provide services they want and expand their engagement with FOX across platforms. FOX expects that Credible will have synergy with core brands such as FOX Business and FOX Television Stations and will benefit from FOX’s audience reach and scale, will drive strategic growth, further develop FOX’s brand verticals and deepen consumer relationships with FOX.

6.6 FOX’s intentions if Merger becomes effective At the consummation of the Merger, FOX will enter into a commercial agreement with Credible. Pursuant to the commercial agreement, FOX will share in revenue with Credible in accordance with

For personal use only use personal For certain traffic parameters.

Credible and FOX believe that FOX’s record of innovation and focus on audience engagement will further enhance Credible’s position as a leading consumer finance marketplace in the United States, creating opportunities for organic growth and the expansion of the Credible platform. Credible’s industry-leading user experience, combined with FOX, will provide greater impact and scale for consumers.

7. RISK FACTORS

Stockholders and holders of Credible CDIs should consider carefully the risks associated with the Merger.

This Section provides a summary of risks only. This summary is not exhaustive and should be considered in conjunction with other information disclosed in this proxy statement. Stockholders and holders of Credible CDIs with any doubt, having given due consideration to these risks and other information contained in this proxy statement, should consult their legal, investment, taxation, financial or other professional adviser.

There is a risk that the Merger will not be completed and that Stockholders (and holders of Credible CDIs) will need to rely solely on Credible to succeed. There can be no assurance that the Merger will close. Should the Merger not occur, Credible would have to continue with its current business plan or find a new opportunity internally or with another acquirer. There can be no guarantee of performance in any such scenario. Furthermore, if the Merger Agreement is terminated, in certain instances, Credible could be forced to pay a termination fee of US$4 million.

The pendency of the Merger could have an adverse effect on the price of Credible CDIs and/or Credible’s business, financial condition, results of operations or business prospects. The pendency of the Merger could have an adverse effect on the price of Credible CDIs and increase the price volatility and risk of trading in Credible CDIs.

Failure to complete the Merger could negatively impact the price of Credible CDIs and/or Credible’s business, financial condition, results of operations or business prospects. The completion of the Merger is subject to a number of conditions and there can be no assurance that the conditions to the Closing will be satisfied. If the Merger is not completed, Credible will be subject to several risks, including:

• time and resources committed by Credible management to matters relating to the Merger which could otherwise have been devoted to pursuing other beneficial opportunities;

• certain of Credible’s executive officers and/or directors may seek other employment opportunities, and the departure of any of Credible’s executive officers and the possibility that Credible would be unable to recruit and hire a replacement executive could impact negatively on Credible’s business and operating results;

• the Credible Board would need to re-evaluate Credible’s strategic alternatives, which alternatives may include a sale of Credible, liquidation of Credible, or a return to pre-Merger strategies of growing commercial sales, or other strategic transactions;

• Credible has incurred substantial transaction costs in connection with the Merger and will be required to pay the costs relating to the transactions, such as legal, accounting, financial advisory and printing fees, whether or not the Merger is completed;

• Credible would not realize any of the anticipated benefits of having completed the Merger;

• For personal use only use personal For under the Merger Agreement, Credible is subject to certain restrictions on the conduct of its business prior to the completion of the Merger, which restrictions could adversely affect Credible’s ability to realize its business strategies or take advantage of certain business opportunities in the event the Merger is not completed;

• a termination fee of US$4 million may be payable by Credible to FOX under certain circumstances;

7. Risk Factors

• if Credible determines to seek another business combination, it may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the Merger Agreement;

• the current trading price of Credible CDIs may reflect a market assumption that the Merger will occur, meaning that a failure to complete the Merger could result in a decline in the price of Credible CDIs; and

• in order to continue growing its business and to maintain and extend its market leadership, Credible would need to raise a significant amount of capital over the next 6-12 months, and any such capital raise would be dilutive to Stockholders and holders of Credible CDIs.

The Merger Agreement contains provisions that may discourage a potential competing acquirer of Credible. The Merger Agreement contains “no shop” provisions that restrict Credible’s ability to solicit, encourage, facilitate or discuss competing third-party proposals to acquire shares or assets of Credible, even if such alternative transactions may result in more return to our Stockholders (and holders of Credible CDIs).

These provisions may discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of Credible from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher per share or per CDI cash or market value than the market value proposed to be received or realized in the Merger. Though, under certain circumstances, the Credible Board or the Special Committee may determine in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal constitutes a Superior Proposal.

The Fairness Opinion will not reflect changes, circumstances, developments or events that may have occurred or may occur after the date thereof.

PJT Partners, the Special Committee’s financial advisor in connection with the Merger, has delivered to the Special Committee a written Fairness Opinion, dated August 3, 2019, to the effect that, as of the date thereof and based on and subject to, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion (which are stated therein), the consideration to be received by the Stockholders and the holders of Credible CDIs (in each case, other than Mr. Stephen Dash and his affiliates) in the Merger was fair to such holders from a financial point of view.

The Special Committee has not obtained an updated Fairness Opinion as of the date of this proxy statement from PJT Partners, and the Special Committee does not expect to receive an updated Fairness Opinion prior to the completion of the Merger.

The Fairness Opinion does not reflect changes, circumstances, developments or events that may have occurred or may occur after the date of the Fairness Opinion, including changes in the operations and prospects of Credible, regulatory or legal changes, general market and economic conditions and other factors that may be beyond the control of Credible, and on which the Fairness Opinion may have been based, and that may alter the value of Credible or the prices of Shares and Credible CDIs at the Effective Time. The Fairness Opinion does not speak as of the time the Merger will be completed or as of any date other than the date set forth in the Fairness Opinion. The Special Committee does not anticipate asking PJT Partners to update its Fairness Opinion, and PJT Partners has no obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events that may have occurred or may occur after the date of the Fairness Opinion.

For a more complete description of the Fairness Opinion, please refer to the Section 4.4 of this proxy For personal use only use personal For statement.

7. Risk Factors

Stockholders and holders of Credible CDIs will not be provided with certain projections prepared by management regarding Credible’s projected growth Credible does not make (and has not made) public forecasts or internal projections as to future revenues, earnings, or other results due to, among other reasons, the significant uncertainty inherent in the underlying assumptions and estimates given the growth stage of the company. Notwithstanding the foregoing, in connection with the transactions contemplated herein, management prepared certain unaudited projections regarding Credible’s prospective performance through fiscal year 2023. Some or all of the projections were provided to FOX in connection with its evaluation of the proposed transaction and to the Special Committee’s financial advisor for its use in connection with the financial analyses that it performed in connection with rendering its opinion as described herein.

Notwithstanding, the foregoing, the projections were prepared solely for internal use and were not prepared with a view toward (or reviewed to a standard that would reasonably expected to be required for the purposes of) public disclosure, nor were they prepared with a view toward compliance with Australian accounting standards, IFRS or GAAP, published guidelines of ASX, ASIC or any regulatory body or the guidelines established with respect to Certified Public Accountants for preparation and presentation of prospective financial information.

After consultation with its outside advisors, the Credible Board determined that, based on its understanding of applicable Australian law, the projections should not be provided to Stockholders and holders of Credible CDIs or published in this proxy statement or otherwise.

Credible may become subject to litigation initiated in connection with the Merger, which could be time consuming and divert the resources and attention of the Credible Board and Credible’s management team. Transactions such as the Merger are often subject to lawsuits by securityholders. While there is no litigation known to the parties as of the date of this proxy statement, Credible and the Directors may in future be named as defendants relating to the Merger Agreement and the proposed Merger, including direct actions by the Stockholders against the Directors and/or executive officers of Credible for alleged breaches of fiduciary duty or derivative actions brought by Stockholders in the name of Credible. Additionally, Credible may become subject to additional litigation by third parties related to the Merger, including actions brought by persons with other business relationships with Credible. Such claims could, among other things, seek to challenge or enjoin the Merger or seek monetary damages. The defense of any such lawsuits may be expensive and may divert management’s attention and resources, which could adversely affect Credible’s business, results of operations and financial condition. Notwithstanding completion of the Merger, any liabilities arising out of actions by Stockholders will be retained by Credible.

There is no guarantee that voting FOR the Merger Proposal is the best option for Stockholders (and holders of Credible CDIs)

Stockholders have the option to either vote FOR the Merger Proposal or vote against the Merger Proposal, and holders of Credible CDIs have the option to instruct CDN to either vote FOR the Merger Proposal or against the Merger Proposal. If Stockholders and holders of Credible CDIs vote FOR the Merger Proposal or instruct CDN to vote FOR the Merger Proposal (as applicable) and the Merger is consummated, Stockholders and holders of Credible CDIs will receive certainty and immediate value for their Shares and Credible CDIs (as applicable). If Stockholders and holders of Credible CDIs vote against the Merger Proposal or instruct CDN to vote against the Merger Proposal (as applicable) or the Merger is otherwise not consummated, while they will continue to be subject to the uncertainties associated with the Credible business and general market risks, they will also continue to be subject to the possibility of growth, an increase in the value of their investment and of sharing in the success of the Credible business. Furthermore, there is no guarantee that a Superior Proposal would not arise in

For personal use only use personal For the future that may provide Stockholders and holders of Credible CDIs with higher cash consideration for their Shares or Credible CDIs. Accordingly, there is no guarantee that voting FOR, or instructing CDN to vote FOR, the Merger Proposal (as applicable) is the best option for Stockholders and holders of Credible CDIs. Stockholders and holders of Credible CDIs should evaluate an investment in our securities in light of these uncertainties.

8. THE MERGER AGREEMENT

The summary of the material provisions of the Merger Agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and which we incorporate by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read and consider carefully the Merger Agreement in its entirety.

The representations, warranties and covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts. Except as it relates to their rights to receive the Merger Consideration following the Merger, as set forth in Section 8.6 of the Merger Agreement, Stockholders (and holders of Credible CDIs) are not third-party beneficiaries under the Merger Agreement, and in reviewing the representations, warranties and covenants contained in the Merger Agreement or any descriptions thereof in this summary, it is important to bear in mind that such representations, warranties and covenants or any descriptions thereof were not intended by the parties to the Merger Agreement to be characterizations of the actual state of facts or condition of Credible, FOX, or Merger Sub or any of their respective subsidiaries or affiliates.

8.1 The Merger

Subject to the terms and conditions of the Merger Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub will merge with and into Credible. Credible will survive the Merger.

8.2 Effects of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers

The Closing of the Merger will occur three Business Days after all of the conditions to the Closing of the Merger contained in the Merger Agreement (which are described in Section 8.19 of this proxy statement) are satisfied or waived, including receipt of the Stockholder Approval. The Merger will become effective upon the filing of a certificate of merger with the Secretary of State of the State of Delaware, or at such later time as FOX and Credible may agree in such certificate of merger. We currently expect to complete the Merger shortly after the Special Meeting that has been scheduled for Tuesday, 15 October 2019, at 11:00am Sydney, Australia time (on Monday, 15 October 2019, at 5:00pm San Francisco, U.S. time). However, it is possible that factors outside of our control could require us to complete the Merger at a later time, or not complete it at all.

From and after the Effective Time, the board of directors of the Surviving Corporation will consist of the directors of Merger Sub as of immediately prior to the Effective Time, to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their successors are duly appointed or elected or until the earlier of their death, resignation, or removal. From and after the Effective Time, the officers of the Surviving Corporation will consist of the officers of Credible as of immediately prior to the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their successors have been duly appointed and qualified or their earlier death, resignation, or removal.

8.3 Merger Consideration and Conversion of Capital Stock For personal use only use personal For If the Merger is completed, Stockholders will receive the Per Share Merger Consideration of A$55.25 in cash, without interest, subject to any applicable withholding tax, in exchange for each Share (other than the Excluded Shares, Restricted Shares, Depositary Shares and Dissenting Shares) that they own. Holders of Credible CDIs will receive the Per CDI Merger Consideration of A$2.21 in cash, without interest, subject to any applicable withholding tax, in exchange for each Credible CDI that they own.

8. The Merger Agreement

The Per Share Merger Consideration of A$55.25 is set out in the Merger Agreement and denominated in Australian dollars. The Per CDI Merger Consideration of A$2.21 is set out in the Merger Agreement and denominated in Australian dollars.

After the Merger is completed, Stockholders (and holders of Credible CDIs), will have the right to receive the Merger Consideration, but will no longer have any rights as a Stockholder or holder of Credible CDIs as a result of the Merger.

Stockholders will receive the Merger Consideration after properly completing and returning the letter of transmittal to be sent to the Stockholders shortly after Closing of the Merger. Holders of Credible CDIs are not required to exchange their holding statement(s) in order to receive the Per CDI Merger Consideration. Computershare will arrange for the Merger Consideration to be sent to holders of Credible CDIs on behalf of CDN.

8.4 Exchange and Payment Procedures

Prior to the Effective Time, FOX will select a bank or trust company reasonably acceptable to Credible to act as the Paying Agent for the payment of the Merger Consideration to former Stockholders and holders of Credible CDIs. At or prior to the Effective Time, FOX will deposit (or cause to be deposited) with the Paying Agent the cash funds necessary to pay for the Shares and Credible CDIs converted into the right to receive the applicable Merger Consideration.

Promptly after the Effective Time (and in any event no later than two Business Days after the Effective Time), Credible will cause the Paying Agent to mail to each Stockholder of record of Shares (excluding CDN and the holder of any Rollover Shares with respect to such Rollover Shares): (i) a letter of transmittal; and (ii) instructions for effecting the surrender of certificates representing any Shares (“Certificates”) or, in the case of any Shares not represented by Certificates (“Book-Entry Shares”), effecting the surrender of effective affidavits of loss in lieu of such Certificates in exchange for payment of the Merger Consideration to such holder.

Upon surrender of a Certificate, together with such letter of transmittal and such other documents as may be reasonably required by the paying agent, or in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent, the holder of such Certificate or Book-Entry Shares will be entitled to receive the Merger Consideration, subject to applicable withholding tax.

No interest will be paid or will accrue on any cash payable in connection with the Merger upon the surrender of Certificates or Book-Entry Shares.

Prior to the Effective Time, FOX and Credible will establish procedures to ensure that:

• CDN delivers to the Paying Agent the Certificates representing Shares that are underlying Credible CDIs;

• CDN delivers to the Paying Agent a list of Credible CDI holders as of the Effective Time, including sufficient information for the Paying Agent to make payment of the Per CDI Merger Consideration to such CDI holders;

• Credible requests to the ASX to suspend trading of Credible CDIs at least two Business Days prior to the anticipated date of Closing; and

• promptly after the Effective Time, the Paying Agent makes payment of the Per CDI Merger Consideration without interest to the holders of Credible CDIs as of the Effective Time for each

Credible CDI held by such holders. For personal use only use personal For If any Certificate is lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, or destroyed, and, if required by FOX or the paying agent, the posting by such person of a bond, in such reasonable amount as FOX or the paying agent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen, or destroyed Certificate, the Per Share Merger Consideration to be paid in respect of the Shares formerly represented by such Certificate.

8. The Merger Agreement

If any cash deposited with the Paying Agent (including any interest received thereon) is not claimed within 180 days after the date of Closing, such cash will be returned to the Surviving Corporation, and any Stockholders or holders of Credible CDIs who have not complied with the exchange procedures in the Merger Agreement will thereafter look only to the Surviving Corporation as general creditor for payment of the Merger Consideration. Any amounts remaining unclaimed by such persons by the earlier of (i) five years following the date of Closing or (ii) the time at which such amounts would revert and become the property of any governmental authority will, to the extent permitted by law, become the property of FOX (or at FOX’s election, the Surviving Corporation), free and clear of any claims or interest of any holder previously entitled thereto.

8.5 Appraisal Rights

Stockholders who do not vote in favour of the Merger Proposal and who otherwise comply with the statutory requirements of Section 262 of the DGCL are entitled to certain appraisal rights under Delaware law, as described below and in Annex C to this proxy statement. Those holders who perfect their appraisal rights by strictly following certain procedures in the manner prescribed by Section 262 of the DGCL will be entitled to receive payment of the “fair value” (as determined by the Delaware Court of Chancery) of their Shares in cash from the Surviving Corporation. Pursuant to the terms of the Merger Agreement, Credible agreed not to, except with the prior written consent of FOX, make any payment with respect to any demands for appraisal, offer to settle or settle any such demands, or waive any failure to timely deliver a written demand for appraisal under the DGCL, or agree to do any of the foregoing. If any dissenting Stockholder effectively withdraws or loses (through failure to perfect or otherwise) its right to obtain payment for the fair value of that Stockholder’s Shares under Section 262 of the DGCL, then that Stockholder will no longer be a dissenting Stockholder and that Stockholder’s Shares will be treated as if they had, as of the Effective Time, been converted into the right to receive the Per Share Merger Consideration. See Section 4.12 entitled “The Merger— Appraisal Rights” for additional information.

8.6 Treatment of Company Equity Awards

Vested Stock Options At the Effective Time, each Vested Stock Option will automatically be cancelled and converted into the right to receive a lump-sum cash payment, equal to, (1) the Per Share Merger Consideration, less the applicable exercise price per Share attributable to such Vested Stock Option, multiplied by (2) the total number of Shares issuable upon exercise in full of such Vested Stock Option; provided that if the exercise price per Share is equal to or greater than the Per Share Merger Consideration, such Vested Stock Option will be cancelled for no consideration. The Vested Option Consideration will be made in U.S. dollars at the exchange rate of the Australian dollar to the United States dollar as of the Effective Time. Fluctuations in the exchange rate of the Australian dollar to the United States dollar through to the Effective Time will affect the amount of U.S. dollars received in respect of each cancelled Vested Stock Option. The Merger Agreement further provides that no later than five Business Days after Closing of the Merger, the Surviving Corporation will pay to each holder of Vested Stock Options the aggregate Vested Option Consideration payable to the applicable holders of the Vested Stock Options. Unvested Stock Options At the Effective Time, each Unvested Stock Option will automatically be converted into an option to acquire, subject to substantially the same terms as were applicable to each Unvested Stock Option, the number of shares of common stock in FOX equal to, (1) the number of Shares subject to the Unvested Stock Options multiplied by (2) an amount equal to the Per Share Merger Consideration divided by the market price of shares of common stock in FOX calculated in accordance with the terms set forth in the

Merger Agreement. For personal use only use personal For Fluctuations in the exchange rate of the Australian dollar to the United States dollar through to the Effective Time will affect the number of shares of common stock in FOX received in respect of each Unvested Stock Option. Restricted Shares As at the date of this proxy statement, there are no Restricted Shares.

8. The Merger Agreement

8.7 Representations and Warranties

The Merger Agreement contains representations and warranties made by Credible to FOX and Merger Sub and representations and warranties made by FOX and Merger Sub to Credible. The representations and warranties contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specified dates, were solely for the benefit of the parties to the Merger Agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement. The representations and warranties have been made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. For the foregoing reasons, you should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of facts or condition of Credible, FOX, Merger Sub or any of their respective subsidiaries or affiliates. The representations and warranties in the Merger Agreement and the description of them in this proxy statement should be read in conjunction with the other information contained in the reports, statements and filings Credible publicly files with the ASX.

We made a number of representations and warranties to FOX and Merger Sub regarding, among other things:

• our corporate organization, qualification to do business and subsidiaries;

• our capitalization;

• the documents we have filed with the ASX, the financial statements contained or incorporated by reference into those documents, and internal controls over financial reporting;

• the absence of specified changes or events affecting us or our business since 31 December 2018;

• our liabilities;

• our title to our assets;

• our leased and subleased real property;

• our intellectual property;

• our material contracts;

• our compliance with applicable legal requirements;

• the absence of unlawful payments made by us or our agents;

• our governmental authorizations;

• tax matters with respect to us;

• our employee benefit plans and agreements and our employees and independent contractors; For personal use only use personal For • transactions with our affiliates;

• the absence of certain litigation;

• compliance with regulatory laws and authorities;

8. The Merger Agreement

• environmental matters with respect to us;

• our corporate power and authority to execute the Merger Agreement and consummate our obligations under the Merger Agreement;

• the absence of conflicts with, or violations of, our organizational documents, applicable legal requirements, or our contracts as a result of the Merger;

• information supplied by us or on our behalf for inclusion in this proxy statement;

• our receipt of the fairness opinion from PJT Partners;

• the absence of fees and expenses payable by us to brokers, finders, financial advisers or investment bankers other than PJT Partners, Highbury Partnership and James Synge;

• the inapplicability of anti-takeover statutes to the Merger; and

• our representations and warranties not being false or misleading or omitting to state a material fact necessary in order to make the representations and, warranties contained in the Merger Agreement (in light of the circumstances under which such representations and warranties were made) not false or misleading.

Our representations and warranties will expire at the Effective Time. All covenants that contemplate performance thereof exclusively at or prior to Closing shall expire and be terminated and extinguished at Closing.

FOX and Merger Sub made a number of representations and warranties to us in the Merger Agreement regarding, among other things:

• their corporate organization, qualification to do business and good standing;

• the absence of certain litigation;

• their authorization of the Merger Agreement and the enforceability of the Merger Agreement against them;

• their government authorizations

• the absence of conflicts with, or violations of, their organizational documents, applicable legal requirements or their contracts as a result of the Merger;

• information supplied by or on behalf of FOX for inclusion in this proxy statement;

• the absence of fees payable by them to brokers, finders or investment bankers in connection with the Merger based upon arrangements made by or on behalf of FOX or Merger Sub for which Credible would have any liability prior to Closing;

• that neither FOX nor Merger Sub owns Shares in Credible;

• the lack of operations by Merger Sub; and

• the sufficiency of FOX’s funds to pay the consideration required in the Merger. For personal use only use personal For

The representations and warranties of FOX and Merger Sub will expire at the Effective Time. All covenants that contemplate performance thereof exclusively at or prior to Closing shall expire and be terminated and extinguished at Closing.

8. The Merger Agreement

8.8 Material Adverse Effect

Several of the representations, warranties, covenants and Closing conditions in the Merger Agreement use the phrase “material adverse effect.” The Merger Agreement provides that a “material adverse effect” with respect to Credible, which we refer to as a Credible Material Adverse Effect, means any change, effect, event, occurrence, development or state of facts that (a) would, individually or in the aggregate, reasonably be expected to prevent or materially impede, interfere with, hinder or delay the consummation by Credible of the Merger or the performance by Credible in all material respects of its obligations under the Merger Agreement or (b) individually or in aggregate has a material adverse effect on the business, results of operations or financial condition of Credible and its subsidiaries, taken as a whole, other than any change, effect, event, occurrence, development or state of facts resulting from the following:

• any condition, change, event, occurrence or effect in any of the industries or markets in which Credible or any of its subsidiaries operates;

• any enactment of, change in, or change in interpretation of, any law or Australian Accounting Standard;

• general economic, regulatory or political conditions (or changes therein) or conditions (or changes therein) in the financial, credit or securities markets (including changes in interest or currency exchange rates) in any country or region in which Credible or any of its subsidiaries conducts business, provided, however, that the impact of any change, effect, event, occurrence, development or state of facts described in the above three bullet points, shall be included for purposes of determining whether a “material adverse effect” with respect to Credible has occurred to the extent it has or is reasonably expected to have a disproportionate effect on Credible and its subsidiaries, taken as a whole, relative to other participants in the business and industries in which Credible or its subsidiaries operate;

• any acts of God, natural disasters, terrorism, armed hostilities, sabotage, war or any escalation or worsening of acts of terrorism, armed hostilities or war;

• the announcement, pendency of or performance of the Merger Agreement or the Merger (subject to exceptions);

• the failure to obtain any third-party consent in connection with the Merger contemplated in the Merger Agreement;

• the impact of any of the foregoing on any relationships with customers, suppliers, vendors, business partners, employees or any other person;

• any change, in and of itself, in the market price, or change in trading volume, of the capital stock of Credible;

• any failure by Credible or any of its subsidiaries to meet internal, analysts’ or other earnings estimates or financial projections or forecasts for any period, or any changes in credit ratings and any changes in any analysts recommendations or ratings with respect to Credible or any of its subsidiaries;

• any actions taken, or not taken, with the consent, waiver or at the request of FOX, Intermediate Parent or Merger Sub or any action taken to the extent expressly required by the Merger Agreement; or

• any actions taken by FOX, Intermediate Parent or Merger Sub or any of their respective affiliates or any of their respective representatives or financing sources after the date of the

For personal use only use personal For Merger Agreement.

The Merger Agreement also provides that the following would be a “material adverse effect” with respect to FOX, which we refer to a FOX Material Adverse Effect: any change, effect, event, occurrence, development or state of affairs that, individually or in aggregate, would reasonably be expected to prevent or materially impede, interfere with, hinder or delay the consummation by FOX or Merger Sub of the Merger or the transactions contemplated by the Merger Agreement.

8. The Merger Agreement

8.9 Conduct of Business Prior to the Merger

We have agreed that, except as set forth on the disclosure schedule, until the Effective Time (or, if earlier, the termination of the Merger Agreement), we and our subsidiaries will continue to carry on our businesses in the ordinary course. We have agreed that, until the Effective Time, except as otherwise agreed to in writing by FOX, we will not, and will not permit any of our subsidiaries to do the following:

• subject to certain limited exceptions, declare, authorize, set aside or pay any dividend or make any other distribution in respect of any Shares, or adjust, split, combine, subdivide or reclassify any of its capital stock or contingent company equity;

• subject to certain limited exceptions, sell, issue, grant or authorize the sale, issuance or grant of any Shares or contingent company equity, or take any action to cause to be exercisable any otherwise unexercisable stock option;

• redeem, purchase or otherwise acquire any of its outstanding Shares or contingent company equity, subject to certain limited exceptions;

• incur, offer, place, arrange, syndicate, assume, guarantee, prepare or otherwise become liable for any indebtedness;

• sell, assign, lease, licence, transfer, exchange or swap, mortgage or otherwise encumber, or subject to any lien (other than permitted liens), or otherwise dispose of any of its properties or assets, except sales of assets not to exceed $150,000 in aggregate or pursuant to contracts in force as at the date of the Merger Agreement as disclosed in the applicable disclosure schedule;

• make or authorize any capital expenditures in an amount equal to or greater than 10% of the capital expenditures expressly contemplated in the budget of Credible made available to FOX, or fail to make any material capital expenditures consistent therewith;

• make any acquisition of the capital stock or the assets of any other person, except for ordinary course purchases of goods, products and off-the-shelf software in the ordinary course of business;

• make any capital contributions or investments (including through any loans or advances) in any person (other than Credible or any direct or indirect wholly owned subsidiary of Credible);

• enter into any new line of business;

• create any subsidiaries;

• modify, amend, terminate or waive any rights or claims under any material contract in any material respect;

• enter into any new material contract, other than in the ordinary course of business (with certain exceptions);

• enter into any new contract that contains a change in control provision that would give rise to material rights for the counterparty in connection with a change in control (with certain exceptions);

• enter into, renew, fail to renew, amend or terminate in any material respect any material lease relating to real property;

• sell, assign, transfer, convey, license, waive rights, abandon or otherwise dispose of any For personal use only use personal For material intellectual property, except for non-exclusive licenses of intellectual property granted to customers of Credible that are entered into in the ordinary course of business;

• fail to diligently prosecute or maintain any material intellectual property;

8. The Merger Agreement

• disclose any material trade secrets of Credible or any of its subsidiaries other than pursuant to agreements entered into in the ordinary course of business that contain confidentiality undertakings with respect to such confidential information and trade secrets;

• with certain limited exceptions, increase the annual level of base compensation, wages, bonuses, incentive compensation, pension, severance or termination pay or any other compensation or benefits, payable or to become payable to any current or former director, officer, employee or independent contractor of Credible or any of its subsidiaries, increase the coverage or benefits available under any benefit or compensation plan, policy, program, contract, agreement or arrangement;

• with certain limited exceptions, hire any (i) individual (other than engineers) to be employed by Credible or any of its subsidiaries with annual base salary of $200,000 or more or (ii) engineer to be employed by Credible or any of its subsidiaries with annual base salary of $250,000 or more or terminate the employment of any employee (including, for the avoidance of doubt, engineers) of Credible or any of its subsidiaries with annual base salary of $150,000 or more other than for “cause”;

• with certain limited exceptions, loan or advance any money or other property to any present or former director, officer or employee of Credible or any of its subsidiaries or make any change in its existing borrowing or lending arrangements for or on behalf of any of such persons, establish, adopt, amend in any material respect or terminate any benefit or compensation plan, policy, program, contract, agreement or any arrangement, take any action to accelerate the vesting or funding or payment of any compensation or benefit to any current or former director, executive officer, employee or independent contractor of Credible or any of its subsidiaries or pay to any current or former director, executive officer, employee or independent contractor of Credible or any of its subsidiaries any compensation or benefit not required under an employee benefits plan in effect as at the date of the Merger Agreement;

• enter into any collective bargaining agreement or any other contract with any labour organization, works council, trade union, labour association, or other employee representative, except as required by applicable law;

• implement any facility closings or employee layoffs that implicate the Worker Adjustment and Retraining Notification Act of 1988 or similar law;

• make any material change to its methods of accounting in effect at December 31, 2018, except as required by Australian Accounting Standards, as required by a governmental authority or quasi-governmental authority or as required by applicable law;

• make, change or revoke any material tax election, file an amended tax return, fail to timely file (taking into account valid extensions) any material tax return required to be filed or file any material tax return in a manner materially inconsistent with the past practices of Credible and its subsidiaries, adopt or change any method of tax accounting or change any annual tax accounting period, settle, compromise or abandon any material tax proceeding or any material tax claim or assessment, enter into any “closing agreement” within the meaning of Code Section 7121 (or any predecessor provision or similar provision of state, local or foreign Law) with respect to taxes, surrender any right to claim a material refund of taxes, seek any tax ruling from any tax authority, consent to any extension or waiver of the limitation period applicable to any material tax claim or assessment, fail to pay any material amount of tax as it becomes due or make any tax entity classification election for U.S. federal income tax purposes;

• amend or otherwise change any organisational documents of Credible or its subsidiaries;

• with certain exception, voluntarily settle, pay, discharge or satisfy any claim or action that

For personal use only use personal For involves paying monetary damages, fines, penalties or consumer restitution in excess of $125,000 individually or in aggregate, any relief, other than the payment by Credible of a liquidated amount in cash, including debarment, corporate integrity agreements, any undertaking restricting the operations of Credible’s business or the granting or renewal of licenses, deferred prosecution agreements, consent decrees, plea agreements or mandatory or permissive exclusion, seizure or detention of product, or notification, repair or replacement,

8. The Merger Agreement

but excluding customary non-material settlement undertakings or any other administrative action brought by, or civil settlements with any governmental authority;

• adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring or other reorganization of Credible or any of its subsidiaries (other than the Merger);

• enter into or amend any related party transaction; or

• agree, authorize, resolve or make any commitment, in writing or otherwise, to take any of the foregoing actions.

8.10 Special Meeting of Stockholders (and holders of Credible CDIs)

Unless the Merger Agreement is terminated, Credible has agreed to, on a date selected by Credible in consultation with FOX, as promptly as reasonably practicable (and in any event no later than 30 calendar days after the mailing of this proxy statement), take all action required under the applicable law, Credible’s certificate of incorporation, Credible’s bylaws, the organizational documents of Credible’s subsidiaries, and the ASX Listing Rules and ASX Settlement Operating Rules necessary to duly call, give notice of, convene and hold a meeting of the Stockholders (and holders of Credible CDIs) for the purpose of approving the Merger Proposal (including any adjournment or postponement thereof). Credible may postpone, recess, or adjourn the Special Meeting:

• to the extent required by law;

• to allow reasonable additional time to solicit additional proxies to obtain approval of the Merger Proposal by the Stockholders (and holders of Credible CDIs) at the Special Meeting;

• in the absence of a quorum;

• to allow reasonable additional time for the dissemination of any supplemental or amended disclosure that the Credible Board has determined in good faith after consultation with outside counsel is necessary under applicable law and for supplemental or amended disclosure to be disseminated and reviewed by Stockholders and holders of Credible CDIs prior to the Special Meeting to the extent so determined to be necessary; or

• with FOX’s written consent.

Other than pursuant to the first two bullet points above, the Special Meeting cannot be postponed, recessed or adjourned to a date more than 30 calendar days after the date the Special Meeting was originally scheduled, and, in any event, to a date fewer than 3 Business Days prior to the End Date without FOX’s prior written consent. Credible is also required, at the request of FOX and to the extent permitted by applicable law, to adjourn the Special Meeting to a date mutually agreed with FOX for the circumstances described in the second and third bullet points above. Notwithstanding the foregoing, Credible will not be required to adjourn the Special Meeting more than two times pursuant to the preceding sentence, and no adjournment pursuant to this sentence will be for a period exceed 10 Business Days.

In addition, unless the Credible Board or the Special Committee makes a Recommendation Change in compliance with the terms of the Merger Agreement and in connection with an Intervening Event or Superior Proposal (or the Merger Agreement is terminated in connection with a Superior Proposal), Credible has agreed to, by acting through the Credible Board (upon the unanimous recommendation of the Special Committee), recommend that the Stockholders vote in favour of the proposal to approve the adoption of the Merger Agreement and that the holders of Credible CDIs instruct CDN to vote in favour of the proposal to approve the adoption of the Merger Agreement, include such recommendation For personal use only use personal For in this proxy statement, and use its reasonable best efforts to solicit and obtain from the Stockholders and holders of Credible CDIs proxies in favour of the adoption of the Merger Agreement and approval of the Merger Proposal.

8. The Merger Agreement

8.11 No Solicitation of Other Acquisition Proposals

From the date of the Merger Agreement until the earlier to occur of the termination of the Merger Agreement and the Effective Time, Credible has agreed to certain “no-shop” obligations (“no-shop obligations”) prohibiting Credible, the Credible Board, the Special Committee or any of Credible’s affiliates or their respective representatives from:

• soliciting, initiating, or inducing, or knowingly taking any action with the intent of encouraging or facilitating the submission or announcement of any Acquisition Proposal, or inquiries, proposal or offers the would reasonably be expected to lead to an Acquisition Proposal;

• entering into or participating in any discussions or negotiations with, furnishing any information relating to Credible or any of its affiliates or affording access to the business, properties, assets, books, or records of Credible or any of its affiliates to, or otherwise cooperating in any way with, assisting, or knowingly taking any action with the intent of facilitating any person (other than FOX, Merger Sub, and their respective affiliates and representatives and whether or not a person making an Acquisition Proposal) to, or knowingly cooperating in any way with any person (other than FOX, Merger Sub and their respective affiliates and representatives and whether or not a person making an Acquisition Proposal) with respect to any Acquisition Proposal or any inquiry or proposal that would reasonably be expected to lead to an Acquisition Proposal;

• approving, recommending, or declaring advisable, or proposing to approve, recommend, or declare advisable, or permitting Credible or any of its affiliates to execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement partnership agreement, regulatory filing or other agreement or arrangement (other than an Acceptable Confidentiality Agreement, an “Acquisition Agreement”), constituting or relating to, or that would be reasonably be expected to lead to any Acquisition Proposal or that requires or would reasonably be expected to cause Credible to abandon, terminate, otherwise materially delay or fail to consummate, or would otherwise materially impede or interfere with, the transactions contemplated by the Merger Agreement; or

• resolving, proposing, or agreeing to do any of the foregoing.

In addition, Credible has agreed (and has agreed to cause its affiliates and its and their respective representatives to):

• cease and cause to be terminated any discussions or negotiations with any persons or their representatives that would be prohibited by the preceding bullets above;

• request the prompt return or destruction of all confidential information concerning Credible or its affiliates previously furnished to any person with whom such discussions or negotiations are ongoing;

• terminate any physical and electronic data room access (or diligence access) of such persons; and

• take the necessary actions to enforce (and not waive, amend, or release) any confidentiality, “standstill” or similar provisions to which Credible is a party or beneficiary; provided that the Credible Board (or any committee thereof) may grant a waiver, amendment or release of such provisions if it determines in good faith after consultation with outside legal counsel that failure

For personal use only use personal For to do so would be reasonably likely to be inconsistent with the Directors’ fiduciary duties under the laws of the State of Delaware.

Credible must also promptly, and in any event within 24 hours, advise FOX of any proposals or offers received with respect to an Acquisition Proposal, keep FOX informed of the status and details thereof and provide FOX with copies of all written material exchanged between Credible and any person (and its affiliates) making an Acquisition Proposal.

8. The Merger Agreement

Superior Proposals Notwithstanding these restrictions, under certain circumstances, prior to obtaining the requisite Stockholder Approval, Credible and its representatives may engage or participate in discussions or negotiations with, and furnish information relating to Credible or its affiliates (provided that such information has previously been furnished to FOX or is furnished to FOX within 24 hours) pursuant to an Acceptable Confidentiality Agreement to any person (and its representatives) that has made to Credible an unsolicited, written bona fide Acquisition Proposal after the date of the Merger Agreement (in each case, if such Acquisition Proposal did not result from a breach of Credible’s no-shop obligations, as described in the bullets above), if the Credible Board or the Special Committee determines in good faith (after consultation with its financial advisor and its outside legal counsel) that such Acquisition Proposal either constitutes a Superior Proposal or could reasonably be expected to lead to a Superior Proposal, and, in each case, the failure to take such actions in respect of such Acquisition Proposal would be inconsistent with its fiduciary duties under applicable law.

8.12 The Credible Board’s Recommendation; Company Recommendation Change

Company Recommendation Subject to the provisions described below, the Credible Board, based on the recommendation of the Special Committee, has unanimously recommended that Stockholders vote in favour of the Merger Proposal and holders of Credible CDIs instruct CDN to vote in favour of the Merger Proposal at the Special Meeting (the “Company Recommendation”). The Credible Board also agreed to include the Company Recommendation in this proxy statement. Subject to the provisions described below, the Merger Agreement provides that neither the Credible Board nor any committee of the Credible Board (including the Special Committee) will:

• withhold, withdraw, qualify, amend or modify, or publicly propose to withhold, withdraw, qualify, amend or modify, the Company Recommendation in a manner adverse to FOX in any material respect;

• fail to include the Company Recommendation in this proxy statement;

• adopt, authorize, approve, accept, endorse, declare advisable or recommend an Acquisition Proposal, or publicly propose to adopt, authorize, approve, accept, endorse, declare advisable or recommend an Acquisition Proposal;

• fail to reaffirm the Company Recommendation following the public announcement of an Acquisition Proposal by the later to occur of (i) 10 Business Days prior to the date of the Special Meeting and (ii) 10 Business Days after FOX so requests in writing; or

• make any recommendation in support of a tender or exchange offer that constitutes an Acquisition Proposal or fail to recommend against such a tender or exchange offer within 10 Business Days of the commencement of such offer.

Each of the foregoing actions is referred to as a “Recommendation Change.”

Notwithstanding the provisions described above, the Merger Agreement does not prohibit Credible from (i) recommending against a tender or exchange offer or making any “stop-look-and-listen” communication to the Stockholders (and holders of Credible CDIs), or (ii) making any disclosure to its Stockholders (and holders of Credible CDIs) if the Credible Board or the Special Committee determines, in good faith, after consultation with outside counsel, that the failure to take such action would be

For personal use only use personal For reasonably likely to be inconsistent with its fiduciary duties under applicable law.

8. The Merger Agreement

Recommendation Change and Superior Proposal Termination Notwithstanding the restrictions described above, prior to the approval of the Merger Proposal by Stockholders and holders of Credible CDIs, the Credible Board or Special Committee may (1) effect a Recommendation Change if there has been an Intervening Event (as defined below); or (2) effect a Recommendation Change or terminate the Merger Agreement in order to enter into an Acquisition Proposal (a “Superior Proposal Termination”) in the event that Credible has received an unsolicited, written bona fide Acquisition Proposal that did not result from a breach of the Merger Agreement, that the Credible Board or Special Committee has concluded in good faith (after consultation with its financial advisor and outside legal counsel) constitutes a Superior Proposal, in each case, to the extent a failure to effect a Recommendation Change would be inconsistent with its fiduciary duties under applicable law.

In addition, the Credible Board or Special Committee may only effect a Recommendation Change or Superior Proposal Termination if:

• Credible has provided prior written notice to FOX at least four Business Days in advance to the effect that the Credible Board or the Special Committee so intends, which notice must specify the basis for such Recommendation Change or Superior Proposal Termination, as applicable, including a reasonably detailed description of the facts and circumstances relating to the Intervening Event, or if in connection with a Superior Proposal, the terms and conditions of such Superior Proposal, the identity of the third-party making such Superior Proposal, and the most recent draft of any written agreement, proposal or other document relating thereto, provided that in the event of any material amendment to the terms of a Superior Proposal, Credible shall be required to deliver a new written notice to FOX, except that the deadline for such new written notice shall be only two Business Days;

• prior to effecting such Recommendation Change, Credible, during the applicable period, must have negotiated with FOX in good faith (to the extent FOX wishes to negotiate) to allow FOX to offer such adjustments to the terms and conditions of the Merger Agreement such that the Recommendation Change is no longer necessary or the Superior Proposal ceases to be a Superior Proposal; and

• following such four business-day period, the Credible Board or the Special Committee (after consultation with its financial advisor and outside legal counsel and taking into account FOX’s proposed revisions to the terms and conditions of the Merger Agreement), has determined that the failure to effect a Recommendation Change would continue to be inconsistent with its fiduciary duties under the laws of the State of Delaware.

In the event of a Superior Proposal Termination in accordance with the foregoing, Credible must pay to FOX the termination fee (as described in Section 8.22, below) immediately prior to or concurrently with the termination of the Merger Agreement and must enter into a definitive Acquisition Agreement concurrently therewith or promptly thereafter.

8.13 Efforts to Close the Merger and the Transactions

Credible, FOX, and Merger Sub agreed to use their respective reasonable best efforts to consummate the transactions contemplated by the Merger Agreement and to cause the conditions to the Merger to be satisfied. Credible, FOX, and Merger Sub also agreed to promptly take or cause to be taken promptly, all appropriate actions and do, or cause to be done, and to assist and cooperate with the other parties in doing all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the transactions contemplated by the Merger Agreement as soon as

practicable, including using reasonable best efforts to: For personal use only use personal For • obtain from any governmental authority any consents, licenses, waivers, approvals, authorizations, registrations, permits, orders or other confirmations necessary, proper or advisable to be obtained by FOX or Credible or any of their respective subsidiaries, or to avoid any legal proceeding by any governmental authority, in connection with the Merger Agreement and the consummation of the transactions contemplated thereby;

8. The Merger Agreement

• obtain all necessary consents, approvals or waivers from third parties (other than, for the avoidance of doubt, any governmental authority) reasonably requested by FOX to be obtained in connection with the transactions contemplated by the Merger Agreement; except that none of the parties or any of their respective subsidiaries are required to make any payment to such third parties or concede anything of value in any case prior to the Effective Time in order to obtain any such consent, clearance, approval or waiver; and • promptly furnish information and documentation required in connection with such registrations, submissions and filings under antitrust laws as are required to be submitted in connection with the HSR filings discussed below and under applicable law as are required to be submitted pursuant to the state regulatory approvals discussed below and as may be required or reasonably requested by any governmental authority pursuant thereto.

Within 10 Business Days after the date of the Merger Agreement, Credible, FOX, and Merger Sub agreed to make their respective filings and other submissions required to be filed by the HSR Act.

As soon as practicable after the date of the Merger Agreement, Credible, FOX, and Merger Sub agreed to make their respective applications, notices, petitions, filings and other submissions required to be filed in connection with obtaining certain specified state regulatory approvals and use their respective reasonable best efforts to take all other actions as necessary to obtain such approvals.

Except where prohibited by applicable law or any governmental authority, each of Credible, FOX, and Merger Sub have agreed to: • promptly inform the other parties, and if in writing, furnish the others with copies of (or, in the case of oral communications, advise the other parties of) any communication from any governmental authority relating to the Merger Agreement or the transactions contemplated thereby and permit the other parties to review and discuss in advance (and to consider in good faith any comments made by the others in relation to) any proposed analyses, appearances, presentations memoranda, briefs white papers, arguments, opinions and proposals related to the Merger Agreement or the transactions contemplated thereby before making or submitting any of the foregoing to any governmental authority and provide all other parties with copies of the same following the submission thereof (or in the case of oral communications, advise the other parties of the contents thereof); • keep the other parties reasonably informed of any developments, meetings or discussions with any governmental authority in respect of any filings, investigation, or inquiry concerning the transactions contemplated by the Merger Agreement; and • consult with each other, to the extent practicable, in advance of any meeting or discussions with any governmental authority and, to the extent practicable and permitted by the governmental authority, give the other party and/or its counsel the opportunity to attend and participate in such meetings and discussions in respect of any filings, investigation or inquiry concerning the transactions contemplated by the Merger Agreement.

Each of Credible and FOX may designate any non-public information provided to any governmental authority as restricted to outside antitrust counsel and, accordingly, any such information will not be shared with employees, officers, or directors or their equivalents of the other party without the approval of the party providing the non-public information. Each of FOX and Credible may redact the information described in the preceding sentence as necessary to (i) remove any valuation and related information or (ii) address any contractual arrangements or reasonable attorney-client or other privilege or confidentiality concerns prior to sharing with another party. Additionally, FOX may redact information related to the Murdoch family or the Murdoch Family Trust that FOX, in its good faith judgment, considers to be confidential information that is not (and is not reasonably expected to become) a part of any other publicly available information. FOX will, following consultation with Credible, direct the parties’ efforts to obtain regulatory clearance.

For personal use only use personal For Further, FOX has agreed that, between the date of the Merger Agreement and the Closing, neither FOX nor any of its affiliates will enter into any contracts to acquire any other business if such proposed acquisition (i) would reasonably be expected to increase the market power attributable to FOX and its affiliates in a manner materially adverse to obtaining (A) clearance or the expiration of the required waiting periods under the HSR Act or (B) the state regulatory approvals set forth on the disclosure schedule or (ii) would otherwise prevent or materially delay the consummation of the transactions contemplated by the Merger Agreement.

8. The Merger Agreement

8.14 Indemnification and Insurance

Following the Effective Time, subject to the limitations set forth in the Merger Agreement, the Surviving Corporation will indemnify and hold harmless each current and former director and officer of Credible and its subsidiaries (in each case, to the extent acting in that capacity) for matters existing or occurring prior to or at the Effective Time (including the fact that that person is or was a director or officer of Credible or any of its subsidiaries and any acts or omissions occurring or alleged to occur prior to the Effective Time) and advance expenses incurred by that indemnified party in the defence of any proceeding (provided that, to the extent required under the laws of the State of Delaware, the person to whom expenses are advanced provides an undertaking to repay those advances if it is ultimately determined that that person is not entitled to indemnification).

The provisions in the Surviving Corporation’s and its subsidiaries’ organizational documents with respect to indemnification, advancement of expenses and exculpation of former or present directors and officers will be no less favourable to those directors and officers than the provisions contained in Credible’s or those subsidiaries’ organizational documents as in effect as of the date of the Merger Agreement, which provisions will not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any such individuals.

Additionally, for a period of six years following the Effective Time, FOX will cause to be maintained in effect, the coverage of the directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Credible and its subsidiaries as of the date of the Merger Agreement either through Credible’s existing provider or another provider reasonably and mutually selected by FOX and Credible. However, FOX is not required to pay in the aggregate for such coverage under such policies more than 300% of the last annual premium paid by Credible prior to the date of the Merger Agreement in respect of the coverage required to be obtained under each such policy, but in that case must purchase as much coverage as reasonably practicable for that amount. In lieu of the foregoing insurance coverage, Credible or FOX may purchase a six year “tail” policy providing at least the same coverage and amounts, with deductibles no larger than in the existing policies and containing terms and conditions that are no less advantageous to the insured than the existing policies maintained by Credible and its subsidiaries with respect to claims arising from facts or events that occurred at or before the Effective Time, including the transactions contemplated hereby. However, the cost of such “tail” policy cannot exceed more than 300% of the last annual premium paid by Credible prior to the date of the Merger Agreement.

The indemnification and insurance provisions of the Merger Agreement summarized above are intended to benefit, and are enforceable by, the indemnified persons and their respective heirs or executors, or administrators.

8.15 Transaction Litigation

Credible and FOX have each agreed to promptly (and in any event within 48 hours) notify the other of the initiation of any litigation related to the Merger Agreement, the Merger or the other transactions contemplated by the Merger Agreement that is brought against Credible, its affiliates, its officers, or any members of the Credible Board after the date of the Merger Agreement and prior to the Effective Time. Credible agreed to give FOX the opportunity to participate in (but not control), the defence of any such litigation (and to keep FOX reasonably informed regarding the status thereof) and further agree not to settle any such transaction litigation without FOX’s prior written consent (not to be unreasonably withheld, conditioned or delayed). However, neither Credible nor its subsidiaries will be required to provide FOX with such information as would, as determined by Credible’s outside counsel, breach any agreement with any third party, waive attorney-client privilege held by Credible or violate applicable law.

For personal use only use personal For As of the date of this proxy statement, no litigation has been filed relating to the Merger Agreement and the transactions contemplated thereby.

8. The Merger Agreement

8.16 Employee Matters

The Merger Agreement provides that, until the first anniversary of the Effective Time, each employee of Credible or its subsidiaries who remains employed following the Merger, who we refer to as a “continuing employee”, will be provided with base salaries, wages and annual incentive compensation opportunities that are no less favourable to those provided by Credible and our subsidiaries on an employee-by-employee basis immediately prior to the Effective Time and all other material employee benefits (excluding change of control benefits, retention bonuses and equity incentive awards) that are no less favourable than the employee benefits provided by Credible and our subsidiaries immediately prior to the Effective Time under the Credible benefit plans set forth on the disclosure schedule. Further, until the first anniversary of the Effective Time, the Merger Agreement provides that FOX will provide or cause the Surviving Corporation to provide severance benefits required under the applicable severance benefit plans and arrangements of Credible and our subsidiaries as in effect on the date of the Merger Agreement.

In addition, the Merger Agreement provides that FOX will give the continuing employees credit (for the purposes of eligibility to participate and vesting but not for defined benefit pension plan accrual, early retirement subsidies or for any purposes under any long-term incentive plan or equity base benefit plan) for their service with Credible prior to the Merger in connection with any employee benefit plan maintained by the Surviving Corporation, except where such credit would result in the duplication of benefits.

With respect to the continuing employees, the Merger Agreement further provides that (i) FOX will cause the Surviving Corporation to cause (x) any eligibility waiting periods, pre-existing condition exclusions and limitations and (y) actively-at-work requirements to be waived for continuing employees and their dependents; and (ii) payments that count towards employees’ deductibles, co-insurance, and out-of- pocket maximums to be taken into account under applicable plans following the Effective Time.

8.17 Delisting of Credible CDIs

Prior to Closing of the Merger, Credible will take all actions that are necessary or appropriate to provide that the Credible CDIs will, as of the Effective Time, be cancelled and that the Shares and Credible CDIs will be exchanged for their applicable share of Merger Consideration. Credible will apply to the ASX to cause Credible to be delisted from the ASX with effect as of the Effective Time (or such other date as determined by the ASX).

8.18 Other Covenants

The Merger Agreement contains certain other covenants and agreements, including covenants relating to:

• access to Credible’s employees, properties, contracts, books and records and information concerning Credible’s (and its subsidiaries’) financial and operating data, business, properties, and personnel;

• the preparation and filing of this proxy statement;

• public announcements with respect to the transactions contemplated by the Merger Agreement;

• actions to be taken by Credible and FOX with respect to notifying the other party of certain matters;

• ensuring that no state anti-takeover laws become applicable to the transactions contemplated For personal use only use personal For by the Merger Agreement and that such transactions may be consummated as promptly as practicable on the terms of the Merger Agreement and otherwise eliminating or minimizing the effects of such anti-takeover laws on the transactions contemplated by the Merger Agreement; and

• obtaining the resignations of the Directors.

8. The Merger Agreement

8.19 Conditions to the Completion of the Merger and the Transactions

The obligations of FOX and Merger Sub, on the one hand, and Credible, on the other hand, to consummate the Merger are subject to the satisfaction or waiver (where permitted by applicable law) of each of the following conditions:

• the adoption of the Merger Agreement by the requisite affirmative vote of (i) holders of a majority of the outstanding Shares (including Shares represented by Credible CDIs) entitled to vote at the Special Meeting and (ii) holders of a majority of the outstanding Shares (including Shares represented by Credible CDIs) entitled to vote at the Special Meeting excluding those held by Mr. Stephen Dash and his affiliates;

• the expiration or termination of the applicable waiting period under the HSR Act and all requisite approvals and consents applicable thereto have been obtained. On August 23, 2019, Credible and FOX were notified by the U.S. Federal Trade Commission that early termination of the waiting period under the HSR Act was granted, effective immediately. Therefore, the Closing condition of the Merger Agreement relating to the expiration or termination of the applicable waiting period under the HSR Act has been satisfied;

• the consummation of the Merger not being restrained, enjoined, rendered illegal or otherwise prohibited or prevented by any law or order issued by any court of competent jurisdiction; and

• all waivers, confirmations or approvals required to be obtained by ASX in connection with the Merger, including ASX’s consent to the Rollover Agreement and transactions contemplated thereby, the early release of the Escrowed Securities, and to the extent the adjustment approval is not obtained, to dispense with the requirement to obtain Stockholder approval to adjust the terms of the Stock Options and Restricted Shares. On 10 September 2019 (Sydney time), all waivers, confirmations or approvals required to be obtained by ASX in connection with the Merger were granted by ASX and therefore the Closing condition of the Merger Agreement relating to ASX approval has been satisfied.

In addition, the obligations of FOX and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permitted by applicable law) of each of the following additional conditions:

• the representations and warranties of Credible relating to certain aspects of Credible capitalization and ownership of its subsidiaries being true and correct in all respects as of the date of the Merger Agreement and the date on which the Closing occurs, except for inaccuracies that are de minimis;

• the representations and warranties of Credible relating to the absence of a Credible Material Adverse Effect are true and correct in all respects as of the date of the Merger Agreement and as of the Effective Time as if made as of such time;

• the representations and warranties of Credible relating to organization, good standing, corporate power, compliance with laws and permits, the opinion of PJT Partners, brokers, and anti-takeover laws, disregarding all qualifications exceptions relating to materiality, Credible Material Adverse Effect, or other similar qualifiers, being true and correct in all material respects as of the date of the Merger Agreement and as of the Effective Time as if made at and as of such time;

• the other representations and warranties of Credible set forth elsewhere in the Merger For personal use only use personal For Agreement, disregarding all qualifications exceptions relating to materiality, Credible Material Adverse Effect, or other similar qualifiers, being true and correct as of the date of the Merger Agreement and the date on which the Closing occurs as if made at and as of such time, except for such failures to be true and correct that have not had and would not be reasonably expected to have a Credible Material Adverse Effect;

8. The Merger Agreement

• Credible having performed and complied in all material respects with all covenants, obligations and conditions of the Merger Agreement required to be performed and complied with by Credible at or prior to the Effective Time;

• the absence of any change, effect, event, occurrence, development or state of facts since the date of the Merger Agreement that has had or would reasonably be expected to have a Credible Material Adverse Effect;

• the receipt by FOX and Merger Sub of a certificate, validly executed for and on behalf of Credible and in its name by a duly authorized executive officer thereof, certifying that the conditions, described in the preceding six bullets have been satisfied;

• no legal or administrative proceeding, claim, suit, action, audit, charge, inquiry, hearing, review, arbitration, mediation or other proceeding is instituted or pending by or before a governmental authority that seeks to prohibit or make illegal the consummation of the transactions contemplated by the Merger Agreement;

• the state regulatory approvals set forth on the disclosure schedule have been obtained in the thresholds prescribed by the Merger Agreement; and

• Rollover Stockholder has contributed the Rollover Shares to Intermediate Parent in accordance with the Rollover Agreement.

In addition, the obligation of Credible to consummate the Merger is subject to the satisfaction or waiver (where permitted by applicable law) of each of the following additional conditions:

• the representations and warranties of FOX and Merger Sub set forth in the Merger Agreement, being true and correct as of the date of the Merger Agreement and as of the Effective Time with the same force and effect as if made on and as of such date, without giving effect to any materiality or FOX Material Adverse Effect qualifications or similar qualifiers set forth therein, except for such failures to be true and correct that have not had, and would not reasonably be expected to have a FOX Material Adverse Effect;

• FOX and Merger Sub having performed and complied in all material respects with all covenants, obligations and conditions of the Merger Agreement required to be performed and complied with by FOX or Merger Sub at or prior to the Effective Time; and

• the receipt by Credible of a certificate of FOX and Merger Sub, validly executed for and on behalf of FOX and Merger Sub and in their respective names by a duly authorized executive officer thereof, certifying that the conditions described in the preceding two bullets have been satisfied.

8.20 Termination of the Merger Agreement

The Merger Agreement may be terminated as follows:

• by mutual consent of Credible and FOX;

• by either Credible or FOX, if:

o the Merger does not close by the End Date, provided that either FOX or Credible can extend the End Date by 90 days by written notice to the other party if the Closing

For personal use only use personal For conditions related to the expiration of the waiting period under the HSR Act, i.e., any restraint, injunction or other prohibition on the Merger under or pursuant to antitrust laws and obtaining state regulatory approvals are not satisfied or waived by the End Date; (except that neither party may terminate the Merger Agreement if the failure to consummate the Merger by the End Date was due to the failure of such party to perform in any material respect its obligations under the Merger Agreement);

8. The Merger Agreement

o a final, nonappealable governmental order is issued that prohibits consummation of the Merger; except that neither party may terminate the Merger Agreement if the failure to consummate the Merger by the End Date was due to the failure of such party to perform in any material respect its obligations under the Merger Agreement); or

o Stockholder Approval is not obtained after conclusion of the Special Meeting (including any adjournment and postponements thereof);

• by FOX, if:

o Credible breaches or fails to perform any of its representations, warranties, covenants or other agreements set forth in the Merger Agreement resulting in the failure of a condition to FOX’s obligation to effect the Closing that cannot be cured by the earlier of the End Date or 10 days after Credible receives notice of such breach from FOX so long as FOX is not in material breach of its representations, warranties and covenants; or

o prior to receiving Stockholder Approval, the Credible Board or the Special Committee makes a Recommendation Change or Credible materially breaches its no-shop obligations; or

• by Credible, if:

o FOX or Merger Sub breach or fail to perform any of their respective representations, warranties, covenants or other agreement set forth in the Merger Agreement resulting in the failure of a condition to Credible’s obligation to effect the Closing that cannot be cured by the earlier of the End Date or 10 days after FOX receives notice of such breach from Credible so long as Credible is not in material breach of its representations, warranties and covenants; or

o prior to receiving Stockholder Approval, and in accordance with its no-shop obligations, Credible enters into a definitive agreement for a Superior Proposal, provided that Credible pays the applicable termination fee and concurrently or immediately after termination enters into a definitive Acquisition Agreement with respect to the Superior Proposal.

8.21 Effect of Termination

Any valid termination of the Merger Agreement will become effective immediately upon delivery of a written notice by the terminating party to the other parties specifying the provision of the Merger Agreement pursuant to which the termination is made. Following such termination, the Merger Agreement will be of no further force and effect, except that any obligation of Credible to pay the termination fee and certain obligations related to confidentiality will survive the termination of the Merger Agreement.

8.22 Termination Fee

FOX will be entitled to receive a termination fee of US$4 million from Credible if:

• the Merger Agreement is terminated by Credible because it has entered into a definitive Acquisition Agreement in respect of a Superior Proposal;

For personal use only use personal For

8. The Merger Agreement

• the Merger Agreement is terminated (i) (a) by either FOX or Credible after (x) the expiration of the End Date or (y) the failure to obtain Stockholder Approval, or (b) by FOX due to Credible’s breach; (ii) a bona fide Acquisition Proposal is publicly disclosed or otherwise communicated to the Credible Board or the Special Committee after the date of the Merger Agreement and in the case of termination pursuant to (i)(a)(x) or (i)(b), prior to the date of termination or, and in the case of termination pursuant to (i)(a)(y), prior to the date of the Special Meeting; and (iii) within 12 months of terminating the Merger Agreement, Credible enters into a definitive agreement for any Acquisition Proposal or consummates a transaction for an Acquisition Proposal; provided, that for the purposes of clause (iii), the ownership threshold referred to in the definition of “Acquisition Proposal” (found on page 112 of this proxy statement) will be 50% instead of 25%; or

• the Merger Agreement is terminated by FOX prior to the time at which Stockholder Approvals have been obtained, because (i) the Credible Board or the Special Committee has made a Recommendation Change, or (ii) Credible materially breaches its no-shop obligations.

8.23 Fees and Expenses

Except as described above or expressly in the Merger Agreement, the Merger Agreement provides that each of Credible, FOX, and Merger Sub will pay its own costs and expenses in connection with the transactions contemplated by the Merger Agreement except that the parties will share expenses incurred in connection with state regulatory approvals or filings under antitrust laws equally. However, if Credible fails to pay FOX the termination fee, Credible shall also pay costs and expenses incurred by FOX and Merger Sub in connection with legal action to enforce the Merger Agreement that results in a judgement against Credible, including interest.

8.24 Amendments; Waivers

Any provision of the Merger Agreement may be amended or waived before the Effective Time if the amendment or waiver is in writing and signed, in the case of an amendment, by each party to the Merger Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, except that after adoption of the Merger Agreement by Stockholders (and holders of Credible CDIs), the parties may not amend or waive any provision of the Merger Agreement if such amendment or waiver would require further approval of Stockholders (and holders of Credible CDIs) under applicable law (including the DGCL) or in accordance with the rules of the ASX unless such approval has first been obtained.

8.25 Assignment

Neither party may assign the Merger Agreement or any of its rights under the Merger Agreement without the prior written consent of the other parties to the Merger Agreement, except that FOX and Merger Sub have the right to assign all or any portion of their rights and obligations pursuant to the Merger Agreement to any of their affiliates, provided that such assignment by FOX or Merger Sub does not (i) relieve FOX or Merger Sub of any of its obligations under the Merger Agreement or enlarge, alter, or change any obligation of Credible, or (ii) impede or delay the consummation of the transactions contemplated by the Merger Agreement. Any assignment of the Merger Agreement or any of Credible’s rights, interests, or obligations thereunder made with respect to Credible requires the approval or recommendation of the Special Committee.

8.26 No Third-Party Beneficiaries

The Merger Agreement is binding upon and inures only to the benefit of each party thereto. Nothing in the Merger Agreement, express or implied, is intended to or will confer on any other person any rights, benefits or remedies of any nature whatsoever under or by reason of the Merger Agreement, subject to For personal use only use personal For certain limited exceptions. These exceptions include:

• certain benefits expressly given to the directors and officers under the Merger Agreement after the Effective Time, including as described in Section 8.14 titled “Indemnification and Insurance”;

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• the rights of Stockholders and holders of Credible CDIs to receive the Per Share Merger Consideration and Per CDI Merger Consideration, respectively, under the Merger Agreement after the Effective Time; and

• the rights of the holders of Vested Stock Options to receive the payments to which they are entitled, and the rights of the holders of the Unvested Stock Options and Restricted Shares to receive the Shares of FOX common stock to which they are entitled, in each case under the terms and conditions of the Merger Agreement after the Effective Time.

8.27 Governing Law; Jurisdiction

The Merger Agreement is governed by, and will be construed in accordance with, the laws of the State of Delaware (without giving effect to choice or conflict of law principles thereof that would result in the application of the laws of another jurisdiction).

The parties to the Merger Agreement have irrevocably agreed to: submit themselves to the exclusive personal jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the New Castle County in the State of Delaware (unless the Delaware Court of Chancery will decline to accept jurisdiction over a particular matter, in which case, in any Delaware state or federal court within the State of Delaware) in connection with any matter arising out of or relating to the Merger Agreement; not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; irrevocably waive, to the fullest extent permitted by law, any objection it may now or in the future have with respect to venue or inconvenient forum with respect to any such action or legal proceeding brought in such court; to accept a final judgment in any such matter as conclusive; and consent to service being made through the notice procedures set forth in the Merger Agreement.

8.28 Waiver of Jury Trial

Each of the parties irrevocably and unconditionally waives any and all right to trial by jury in any legal proceeding between the parties arising out of or relating to the Merger Agreement, or the transactions contemplated thereby.

8.29 Specific Enforcement

Each of the parties to the Merger Agreement is entitled to an injunction, specific performance and other equitable relief to prevent or restrain breaches or threatened breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement, in addition to any other remedy to which they are entitled at law or in equity. The parties to the Merger Agreement have agreed not to oppose the granting of an injunction, specific performance or other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any party seeking an injunction to prevent breaches of the Merger Agreement and to specifically enforce its terms is entitled to such an injunction without needing to demonstrate damages or post a bond or other security.

8.30 No Recourse

Credible, FOX and Merger Sub agree that no recourse under the Merger Agreement or any other agreement contemplated thereby or any documents or instruments delivered in connection with the Merger Agreement or any other agreement contemplated thereby may be had against any party’s or their respective affiliates’ direct or indirect shareholders or equityholders, manager, members, officers, directors, employees, affiliates, representatives or agents (or the respective former, current, or future direct or indirect shareholders or equityholders, members, managers, directors, employees, affiliates,

For personal use only use personal For trustees, representatives or agent of the foregoing or the respective successors and assigns of the foregoing), as applicable, in their capacity as related parties. After the Closing, none of FOX, Merger Sub, the Surviving Corporation or any of their respective affiliates will have any recourse against the Stockholders (and holders of Credible CDIs) or their affiliates on account of the Merger Agreement or any of the transactions contemplated therein.

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9. THE VOTING AGREEMENT

This section describes the material terms of the Voting Agreement. The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Voting Agreement, a copy of which is attached as Annex D and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the Voting Agreement that is important to you. You are encouraged to read the Voting Agreement carefully and in its entirety.

Concurrently with the execution and delivery of the Merger Agreement, on August 3, 2019, Mr. Stephen Dash and the Dash Family Trust (in this section, referred to as the “Covered Stockholders”) entered into the Voting Agreement, dated as of August 3, 2019, by and among FOX and the Covered Stockholders. Shares and Credible CDIs beneficially owned by the Covered Stockholders together with any other Shares, CDIs or other Stock Options that such Covered Stockholders may acquire in the future are subject to the Voting Agreement (the “Voting Agreement Shares”). As of the date of the Merger Agreement, the Voting Agreement Shares comprised 4,408,798 Shares, constituting approximately 43.6% of the total issued and outstanding Shares.

9.1 Agreement to Vote and Irrevocable Proxy

The Covered Stockholders have (i) agreed to vote the Voting Agreement Shares and (ii) granted to FOX an irrevocable proxy and irrevocably appointed FOX and any individuals designated by FOX (in FOX’s sole discretion), as their proxies and attorneys-in-fact, to vote the Voting Agreement Shares at every meeting of Stockholders (and holders of Credible CDIs) (and any adjournment or postponement thereof) as follows:

• in favour of the Merger Proposal and the adoption of the Merger Agreement, and all other agreements and actions related to the Merger Agreement;

• against any Acquisition Proposal;

• against any reorganization, recapitalization, liquidation or winding-up of Credible or any other extraordinary transaction involving Credible;

• against any action, proposal or agreement that would reasonably be expected to result in a breach of any representation, warranty, covenant or agreement of Credible under the Merger Agreement or the Covered Stockholders under the Voting Agreement; and

• against any action, proposal, transaction, or agreement that, to the knowledge of such Covered Stockholder, is intended, or could reasonably be expected to frustrate the purposes, prevent or delay or adversely affect the completion of the transactions contemplated by the Merger Agreement.

The Covered Stockholders remain free to vote the Voting Agreement Shares in any manner they deem appropriate with respect to any matter not covered by the foregoing.

The foregoing voting obligations will terminate upon the occurrence of a Recommendation Change by the Credible Board or the Special Committee, except that if the Credible Board or the Special Committee withdraws such Recommendation Change and thereafter recommends the adoption of the Merger Agreement, the Covered Stockholders will continue to be required to vote in favour of the Merger Proposal and adoption of the Merger Agreement.

For personal use only use personal For

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9.2 Transfer Restrictions

In addition, the Covered Stockholders have agreed to certain restrictions on the transfer of the Voting Agreement Shares. From and after August 3, 2019, and until the earlier of (x) the termination of the Voting Agreement, (y) the Effective Time, or (z) the termination of the Merger Agreement, the Covered Stockholders may not (i) grant any proxy or enter into any voting trust or other agreement or arrangement with respect to the voting of any Voting Agreement Shares; or (ii) sell, assign, transfer, encumber or otherwise dispose of, directly or indirectly, or enter into an contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other disposition of any Voting Agreement Shares.

The foregoing requirements will not prohibit the Covered Stockholders from transferring the Voting Agreement Shares to a qualified estate-planning vehicle so long as prior to such transfer, the vehicle delivers to FOX a written undertaking (in a form reasonably satisfactory to FOX) agreeing to be bound by the terms of the Voting Agreement.

9.3 Non-Solicitation

In addition, from and after August 3, 2019, each of the Covered Stockholders has agreed to not:

• solicit, initiate, induce or knowingly take any action to encourage or otherwise facilitate the submission or announcement of any Acquisition Proposal, or any inquiries, proposals or offers that would be reasonably be expected to lead to the Acquisition Proposal or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal;

• enter into or participate in any discussions or negotiations with, furnish to any person any information relating to Credible or any of its affiliates or afford to any person access to the business, properties, assets, books, or records of Credible or any of its affiliates or otherwise cooperate in any way with, assist or knowingly take any action with the intent of facilitating any person (other than FOX, Merger Sub or of their respective affiliates or representatives), to, or knowingly cooperate in any way with any person (other than FOX, Merger Sub or of their respective affiliates or representatives) with respect to, any Acquisition Proposal or any inquiry or proposal that would reasonably be expected to lead to an Acquisition Proposal;

• negotiate or engage in discussion with any person with respect to an Acquisition Proposal; or

• resolve, propose, or agree to do any of the foregoing.

9.4 Waiver of Certain Rights

The Covered Stockholders have agreed not to commence or participate in certain actions (including class actions) against Credible or any of its affiliates, representatives (to the extent applicable), subsidiaries or successor that seeks to (a) challenge the validity of, or seek to enjoin or delay the operation of any provision of the Voting Agreement or the Merger Agreement or (b) to the fullest extent permitted by law, allege a breach of any duty of the Credible Board in connection with the Merger Agreement, the Voting Agreement, or the transactions contemplated thereby or hereby.

9.5 Termination

The Voting Agreement will terminate upon the earliest of (i) the mutual written consent of the parties

For personal use only use personal For thereto, (ii) the Effective Time, and (iii) the termination of the Merger Agreement.

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10. THE ROLLOVER AGREEMENT

This section describes the material terms of the Rollover Agreement. The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Rollover Agreement, a copy of which is attached as Annex E and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the Rollover Agreement that is important to you. You are encouraged to read the Rollover Agreement carefully and in its entirety.

On 10 September 2019 (Sydney time), ASX provided written approval for the Rollover Stockholder to enter into the Rollover Agreement. As such, the Rollover Stockholder, FOX, and Intermediate Parent entered into a Rollover Agreement dated on 18 September 2019, pursuant to which Rollover Stockholder committed to contribute, immediately prior to the consummation of the Merger, 3,526,980 Shares held by him (which collectively we refer to as the “Rollover Shares”) to Intermediate Parent in exchange for the issuance by Intermediate Parent to Rollover Stockholder of a 33.33% interest in the equity securities of Intermediate Parent.

10.1 Conditions to the Transfer of the Rollover Shares

The obligation of Rollover Stockholder to transfer the Rollover Shares is subject to the following conditions:

• that the required ASX approvals as described in Section 8.19 titled “Conditions to the Completion of the Merger” have been made or obtained;

• that all other Closing conditions under the Merger Agreement have been satisfied or waived; and

• that the Merger is consummated substantially simultaneously (but in all cases subsequently) with the transfer of Rollover Shares.

10.2 Certain Other Agreements

The Rollover Agreement also includes term sheets outlining material terms of (i) the A&R LLC Agreement, related to the post-Closing governance and management of Intermediate Parent, to be entered into between Intermediate Parent, Rollover Stockholder and FOX; and (ii) a go-forward commercial agreement related to certain content-sharing, co-production, and marketing arrangements to be entered into between FOX, Rollover Stockholder and Credible. As promptly as possible following the date of the Rollover Agreement and prior to the Closing, the anticipated parties to each of the respective agreements are obligated to negotiate the terms, conditions, and content of such agreement in good faith and consistent with the terms and conditions set forth in such agreement’s corresponding term sheet.

In the event that either the definitive amended and restated operating agreement or commercial agreement is not finalised on or prior to the Closing, (x) FOX, Intermediate Parent, and Rollover Stockholder are required to operate under the terms and conditions of the post-Closing governance term sheet or key commercial agreement term sheet as if such term sheet(s) were binding until the relevant definitive agreement(s) is executed; (y) the anticipated parties to such agreement(s) will continue to use good faith efforts to finalise the definitive agreement(s); and (z) when such definitive agreement(s) are finalised, the parties thereto will execute such agreement(s).

10.3 Termination

The Rollover Agreement terminates automatically upon the termination of the Merger Agreement. For personal use only use personal For 10.4 Parties in Interest; Third-Party Beneficiaries

Credible is an express third-party beneficiary under the Rollover Agreement. Only FOX, Intermediate Parent, Rollover Stockholder, and Credible may enforce the Rollover Agreement or have any rights thereunder.

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11. TAXATION IMPLICATIONS

11.1 Australian Tax Implications

The following general taxation comments provide an overview of the material Australian taxation implications of the disposal of Credible CDIs. The comments have been prepared on the basis that holders of Credible CDIs are Australian tax residents who hold their Credible CDIs on capital account.

The summary is necessarily general in nature. It does not take into account the specific circumstances of any holder of Credible CDIs. In particular, these comments do not apply to holders of Credible CDIs who:

• are non-residents of Australia for Australian tax purposes;

• hold their Credible CDIs as revenue assets, as trading stock, or are subject to the Taxation of Financial Arrangements provisions in Division 230 of the Income Tax Assessment Act 1997; or

• are financial institutions, insurance companies, tax exempt organisations, dealers in securities or shareholders who change their tax residency while holding the Credible CDIs.

11.2 Capital gains tax (“CGT”)

The disposal of Credible CDIs would give rise to a CGT event. A capital gain will arise where the capital proceeds on disposal exceed the cost base of the Credible CDIs (broadly, the amount paid to acquire the Credible CDIs plus any transaction costs incurred in relation to the acquisition or disposal of the Credible CDIs). With respect to the Merger, the capital proceeds will generally be the cash proceeds received for the disposal of Credible CDIs.

A CGT discount may be applied against any net capital gain where the holder of Credible CDIs is an individual, complying superannuation entity or trustee, and the Credible CDIs have been held for more than 12 months prior to the CGT event. Australian resident companies are not entitled to a CGT discount. Broadly, any current or prior year capital losses must first be applied to calculate the net capital gain for the relevant income year before it is discounted.

Where the CGT discount applies, any net capital gain arising to individuals and entities acting as trustee (other than a trust that is a complying superannuation entity) may be reduced by one-half. For a complying superannuation entity, any net capital gain may be reduced by one-third. A holder of Credible CDIs must include any net capital gains in their assessable income for the income year in which the Merger occurs (after the application of the CGT discount).

A capital loss will be realised where capital proceeds from disposal is less than the reduced cost base of the Credible CDIs. Capital losses may only be offset against capital gains realised by the holder of Credible CDIs in the same income year or future income years, subject to certain loss recoupment tests being satisfied. Capital losses cannot be offset against other assessable income.

11.3 GST and Stamp Duty

No GST or stamp duty will be payable by holders of Credible CDIs on disposal of their Credible CDIs under the Merger.

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11.4 Certain Material U.S. Federal Income Tax Consequences of the Merger

The following is a summary of certain material U.S. federal income tax consequences of the Merger to U.S. holders and non-U.S. holders (each as defined below) whose Shares or Credible CDIs, as applicable, will be converted into the right to receive cash in the Merger. The following summary is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, judicial decisions and administrative rulings and interpretations with respect thereto, all as in effect as of the date of this proxy statement and all of which are subject to change, possibly with retroactive effect. This summary is not binding on the U.S. Internal Revenue Service (“IRS”) or the courts, and, therefore, Credible cannot assure you that the tax consequences described in this summary will not be challenged by the IRS or will be sustained by a court if challenged by the IRS. No ruling from the IRS and no tax opinion of counsel has been or is anticipated to be sought with respect to the Merger, any transactions in connection with the Merger, or any of the tax matters discussed below.

The summary below is limited to U.S. holders and non-U.S. holders who hold their Shares or Credible CDIs, as applicable, as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). The summary does not address the tax consequences of transactions occurring before, after, or at the same time as the Merger (whether or not such transactions are in connection with the Merger), including any tax consequences to the Rollover Stockholder, or any other transaction other than the Merger. The summary assumes that Credible has not been a “United States real property holding corporation” (“USRPHC”) at any time during the five years preceding the Merger for U.S. federal income tax purposes. The summary does not address all of the U.S. federal income tax consequences that may be relevant to particular U.S. holders and non-U.S. holders in light of their particular circumstances and does not address the tax consequences to U.S. holders and non-U.S. holders who are subject to special rules, including without limitation:

• persons who own (directly, indirectly or constructively) more than 5% of the total outstanding Shares of Credible (whether by holding Shares or Credible CDIs);

• certain former citizens or residents of the United States;

• insurance companies;

• dealers or brokers in securities or currencies;

• tax-exempt organizations;

• banks and financial institutions;

• traders in securities electing to mark to market;

• mutual funds;

• insurance companies;

• individual retirement accounts;

• cooperatives;

• S corporations;

For personal use only use personal For • pass-through entities and investors in such entities;

• holders of options or warrants to acquire Shares;

• persons whose Shares are qualified small business stock for purposes of Section 1202 of the Code;

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• persons whose Shares are Code Section 1244 stock;

• persons who hold their Shares or Credible CDIs as a hedge or as part of a hedging, straddle, conversion, synthetic security, integrated investment or other risk-reduction transaction;

• persons who are controlled foreign corporations or passive foreign investment companies;

• persons who acquired their Shares upon the exercise of employee stock options, through a tax- qualified retirement plan or otherwise as compensation;

• persons whose functional currency is not the U.S. dollar;

• the Rollover Stockholder; or

• persons who exercise appraisal rights.

If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Shares or Credible CDIs, the tax treatment of a partner in such partnership generally will depend on the status of the partner and on the activities of the partnership. Partnerships (or other entities or arrangements treated as partnerships for U.S. federal income tax purposes) holding Shares or Credible CDIs and their partners should consult their tax advisors regarding the U.S. federal income tax consequences of the Merger. Further, this summary does not address the Medicare contribution tax applicable to net investment income of certain non-corporate holders, any U.S. federal non-income (such as estate and gift) or alternative minimum tax consequences or any state, local or foreign tax consequences relating to the Merger.

YOU ARE STRONGLY URGED TO CONSULT YOUR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR TAX CONSEQUENCES OF THE MERGER TO YOU (INCLUDING THE APPLICATION AND EFFECT OF THE U.S. FEDERAL INCOME AND NON-INCOME TAX LAWS, ANY STATE, LOCAL OR FOREIGN TAX LAWS AND OTHER TAX LAWS).

As used in this summary, a “U.S. holder” is any beneficial owner of Shares or Credible CDIs who is treated for U.S. federal income tax purposes as:

• an individual citizen or resident of the United States;

• a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

• a trust (i) with respect to which a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions or (ii) that has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person; or

• an estate the income of which is subject to U.S. federal income taxation regardless of source.

A “non-U.S. holder” is any beneficial owner of Shares or Credible CDIs (other than an entity or arrangement treated as a partnership for U.S. federal income tax purposes) who is not a U.S. holder for U.S. federal income tax purposes.

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U.S. Holders

The receipt of cash pursuant to the Merger by U.S. holders will be a taxable transaction for U.S. federal income tax purposes. Generally, for U.S. federal income tax purposes, a U.S. holder will recognize gain or loss equal to the difference, if any, between the amount of cash received by the U.S. holder in respect of their Shares or Credible CDIs exchanged in the Merger and the U.S. holder’s adjusted tax basis in such Shares or Credible CDIs, as applicable. A U.S. holder’s adjusted tax basis generally will equal the price the U.S. holder paid for such Shares or Credible CDIs. Any gain or loss recognized by such U.S. holder generally will be capital gain or loss, which generally will be treated as long-term capital gain or loss for U.S. holders who have a holding period for their Shares or Credible CDIs exceeding one year at the time of the Merger. Capital gains recognized by certain non-corporate U.S. holders upon a disposition of any Shares or Credible CDIs that have been held for more than one year at the time of the Merger generally will be subject to tax at a reduced long-term capital gains rate. Otherwise (including in the case of any Shares or Credible CDIs that have been held for one year or less and corporate U.S. holders), capital gains will be subject to tax at ordinary U.S. federal income tax rates. In addition, there are limits on the deductibility of capital losses. The amount and character of gain or loss must be determined separately for each block of Shares or Credible CDIs (i.e., acquired at the same time and at the same cost in a single transaction) converted into cash in the Merger.

Non-U.S. Holders

A non-U.S. holder generally will not be subject to U.S. federal income tax on any gain realized on the receipt of cash in exchange for their Shares or Credible CDIs in the Merger. This general rule, however, is subject to some exceptions, including those below under “Information Reporting and Backup Withholding” and “FATCA”. In addition, the gain would be subject to U.S. federal income tax if:

• the gain is effectively connected with the conduct by the non-U.S. holder of a U.S. trade or business (and, if provided by an applicable income tax treaty, the gain is attributable to a U.S. permanent establishment or fixed base of the non-U.S. holder); or

• the non-U.S. person is an individual who is present in the United States for 183 days or more in the taxable year of the Merger, and certain other requirements are met.

Unless an applicable tax treaty provides otherwise, gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis in substantially the same manner as if the non-U.S. holder were a U.S. person, and non-U.S. holders that are treated as corporations for U.S. federal income tax purposes also may be subject to a 30% branch profits tax (or applicable lower treaty rate). Gains described in the second bullet point above generally will be subject to U.S. federal income tax at a flat 30% rate (or applicable lower treaty rate), but may be offset by certain U.S. source losses, even though the individual is not considered a resident of the United States. Non- U.S. holders are encouraged to consult their own tax advisors regarding the U.S. federal income tax consequences of the Merger and as to the application of any income tax treaties.

Information Reporting and Backup Withholding

Information reporting will generally apply, and backup withholding may apply, to a U.S. holder whose Shares or Credible CDIs are converted into cash in the Merger. Backup withholding will generally apply to a U.S. holder (other than certain exempt U.S. holders, including, among others, corporations) at the then applicable rate (under current law, the backup withholding rate is 24%) unless the U.S. holder:

• provides the holder’s taxpayer identification number, or TIN;

• certifies under penalties of perjury that such TIN is correct (or properly certifies that it is awaiting

For personal use only use personal For a TIN), that the U.S. holder is a U.S. person, and that the U.S. holder is not subject to backup withholding; and

• otherwise complies with the applicable requirements of the backup withholding rules.

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11. Taxation Implications

A U.S. holder that does not furnish a required TIN or that does not otherwise establish a basis for an exemption from backup withholding will be subject to backup withholding. Each U.S. holder should complete and sign an IRS Form W-9 so as to provide the information and certification necessary to avoid backup withholding.

Information reporting and backup withholding generally will apply to payments made to a non-U.S. holder in exchange for Shares or Credible CDIs in the Merger effected by or through the U.S. office of a broker unless the holder certifies its non-U.S. person status under penalties of perjury or otherwise establishes an exemption. Information reporting and backup withholding generally will not apply to such payments to a non-U.S. holder effected outside the United States by a foreign office of a foreign broker. However, information reporting requirements (but not backup withholding) will apply to such payments to a non-U.S. holder effected outside the United States by a foreign office of a broker if the broker (i) is a United States person, (ii) derives 50% or more of its gross income for certain periods from the conduct of a trade or business in the United States, (iii) is a "controlled foreign corporation" as defined in the Code, or (iv) is a foreign partnership that, at any time during its taxable year, is more than 50% (by income or capital interest) owned by United States persons or is engaged in the conduct of a U.S. trade or business, unless in any such case the broker has documentary evidence in its records that the non- U.S. holder is a non-U.S. person and certain conditions are met, or the non-U.S. holder otherwise establishes an exemption. A non-U.S. holder must generally submit an IRS Form W-8BEN or IRS Form W-8BEN-E (or other appropriate IRS Form W-8 or successor form) attesting to its exempt foreign status in order to qualify as an exempt recipient.

Backup withholding is not an additional tax. Rather, the amount of the backup withholding can be credited against the U.S. federal income tax liability of the person subject to backup withholding, provided that the required information is timely given to the IRS. If backup withholding results in an overpayment of tax, a refund can be obtained by timely filing a U.S. federal income tax return.

FATCA

Subject to the proposed U.S. Treasury regulations discussed below, under the U.S. tax rules known as the Foreign Account Tax Compliance Act ("FATCA"), a holder of Shares or Credible CDIs will generally be subject to a 30% U.S. withholding tax on gross proceeds from its exchange of Shares or Credible CDIs for cash pursuant to the Merger if the holder is, or holds its Shares or Credible CDIs through, (i) a "foreign financial institution" that has not entered into and complied with an agreement with the U.S. government to report, on an annual basis, certain information regarding accounts with or interests in the institution held by certain United States persons and by certain non-U.S. entities that are wholly or partially owned by United States persons and to withhold on certain payments, or (ii) a "non-financial foreign entity" that fails to provide certain documentation (usually an IRS Form W-8BEN or W-8BEN-E) containing information about its identity, its FATCA status, and if required, containing certain information regarding certain of its direct and indirect U.S. owners or certifying that it does not have any such owners, unless an exemption otherwise applies. The adoption of, or implementation of, an intergovernmental agreement between the United States and an applicable foreign country, or future U.S. Treasury regulations, may modify these requirements. Documentation that holders provide in order to be treated as FATCA compliant may be reported to the IRS and other tax authorities, including information about a holder's identity, its FATCA status, and if applicable, certain of its direct and indirect U.S. owners. Proposed U.S. Treasury regulations have been issued that, if finalised, would provide for the repeal of the 30% withholding tax that would have otherwise applied to gross proceeds from a holder’s exchange of Shares or Credible CDIs for cash pursuant to the Merger. In the preamble to the proposed U.S. Treasury regulations, the U.S. Treasury provided that taxpayers may rely upon this repeal until the issuance of final U.S. Treasury regulations. Stockholders or holders of Credible CDIs should consult their own tax advisors on how these rules may apply to payments made in exchange for their Shares or Credible CDIs pursuant to the Merger.

THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET FORTH ABOVE IS FOR For personal use only use personal For GENERAL INFORMATION ONLY AND IS BASED ON THE LAW IN EFFECT ON THE DATE OF THIS PROXY STATEMENT. YOU ARE STRONGLY URGED TO CONSULT YOUR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR TAX CONSEQUENCES OF THE MERGER TO YOU (INCLUDING THE APPLICATION AND EFFECT OF THE U.S. FEDERAL INCOME AND NON- INCOME TAX LAWS, ANY STATE, LOCAL, FOREIGN OR OTHER TAX LAWS OR UNDER ANY APPLICABLE TAX TREATY).

109

12. ADDITIONAL INFORMATION

12.1 Financial Adviser to the Special Committee

The Special Committee retained PJT Partners to The Special Committee retained PJT Partners to act as financial adviser to the Special Committee provide a U.S.-style fairness opinion. in connection with the Merger. On August 3, Accordingly, the Fairness Opinion was obtained 2019, PJT Partners delivered to the Special in accordance with U.S. practice, and is not an Committee the Fairness Opinion (attached as Australian-standard independent expert’s report Annex B to this proxy statement), that, as of the to shareholders on whether the Merger is fair and date thereof and based upon and subject to, reasonable to Stockholders and holders of among other things, the assumptions made, Credible CDIs. Accordingly, the Fairness Opinion procedures followed, matters considered and should not be relied upon in any way by qualifications and limitations on the review Stockholders and holders of Credible CDIs as undertaken by PJT Partners in connection with they consider the Merger. Credible and the the opinion (which are stated therein), the Credible Board advised that there is no A$55.25 per share in cash to be received by the requirement that an “Independent Expert's Stockholders and the A$2.21 per share in cash Report,” which has different content to be paid to the holders of Credible CDIs (in each requirements than the Fairness Opinion, be case other than Mr. Stephen Dash and his prepared in accordance with the ASX Listing affiliates) in the Merger was fair to such holders Rules or the Corporations Act. There is also no from a financial point of view. requirement for any Fairness Opinion and that obtaining the Fairness Opinion is at the Credible The full text of the written opinion of PJT Board’s discretion. The Fairness Opinion has Partners, dated August 3, 2019, which is subject been prepared and issued on this basis. to, among other things, the assumptions made, “Independent Expert Reports” as defined by the procedures followed, matters considered and Corporations Act have different disclosure qualifications and limitations on the review requirements than detailed in the Fairness undertaken by PJT Partners in connection with Opinion. The Fairness Opinion has not been the opinion, (which are stated therein), is prepared to satisfy the requirements of the ASX attached to this proxy statement as Annex B. The Listing Rules or the Corporations Act or guidance summary of the written opinion of PJT Partners published by ASIC. set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. PJT Partners’ analyses and opinion 12.2 ASX relief were addressed to, and provided for the information and assistance of, the Special As Credible is listed on the ASX, it must comply Committee in connection with its evaluation of the with the ASX Listing Rules. Under the ASX consideration to be received by Stockholders and Listing Rules (among other things): holders of Credible CDIs (other than Mr. Stephen Dash and his affiliates) in the Merger only. The • Credible is prohibited under ASX Listing PJT Partners opinion is not a recommendation as Rule 6.23.2 from making a change which to any action the Special Committee or the has the effect of cancelling Stock Credible Board should take with respect to the Options for consideration unless such Merger or any aspect thereof and is not intended change is approved by Stockholders and to be, and does not constitute, a recommendation holders of Credible CDIs; and as to how any Stockholder or holder of Credible CDIs should act or vote or make any election with • ASX required certain holders of Credible respect to the Merger or any other matter. The securities to enter into restriction consideration to be received in the Merger was agreements in connection with For personal use only use personal For determined through negotiations between FOX Credible's listing on ASX in December and Credible and not pursuant to 2017, which prevent those persons from recommendations of PJT Partners. dealing in Stock Options and Shares for 24 months from the date of quotation of Credible CDIs on the official list of ASX (see Section 4.9), unless ASX consents.

110

12. Additional Information

Accordingly, on Wednesday 28 August 2019 • a significant change affecting a matter (Sydney time), Credible applied to ASX for the included in this proxy statement has following waivers and confirmations in relation to occurred; or certain ASX Listing Rules (in addition to other customary confirmations) as they apply to • a significant new matter that has arisen Credible: which would have been required to be included in this proxy statement if it had • a waiver in respect of ASX Listing Rule arisen before the date of this proxy 6.23.2 to the extent necessary to permit statement. Credible to cancel the Stock Options for consideration without obtaining the approval of Stockholders and holders of The form which the supplementary document Credible CDIs (in the manner described may take will depend on the nature and timing of in Section 8.6); and the new or changed circumstances and subject to obtaining any relevant approvals, Credible • confirmation under ASX Listing Rule 9.7 may circulate and publish any supplementary that ASX consents to the early release of document by sending supplementary information Escrowed Securities from escrow under to Stockholders and holders of Credible CDIs and ASX imposed restriction agreements to making an announcement to ASX. enable the Rollover Stockholder to enter into the Rollover Agreement and for the Escrowed Securities to be cancelled as 12.5 Where you can find more contemplated under the Merger and information transferred as contemplated under the Rollover Agreement (in the manner We file annual, half yearly and quarterly reports, described in Sections 4.9, 8.3 and 10). and other information with the ASX.

Obtaining the requested waivers and Our ASX filings are available to the public at confirmations are a condition to consummation http://www.asx.com.au/. of the Merger (see Section 8.19). The requested waivers and confirmations were granted by ASX on 10 September 2019 (Sydney time). 12.6 Certain information regarding Credible and 12.3 Other material information FOX Except as set out in this proxy statement, there is no other information material to the making of a Credible has supplied all information contained in decision in relation to the Merger, being this proxy statement relating to Credible, and information that is within the knowledge of any of FOX has supplied all information contained in this the Directors, which has not previously been proxy statement relating to FOX, Intermediate disclosed to Stockholders or holders of Credible Parent and Merger Sub (including the FOX CDIs. Information).

12.4 Supplementary information

To the extent required by the ASX Listing Rules, the Corporations Act and any other applicable law, Credible will issue a supplementary document to this proxy statement if it becomes aware of any of the following, between the date of this proxy statement and the Effective Time:

• a material statement in this proxy For personal use only use personal For statement is or becomes false or misleading in a material respect;

• a material omission from this proxy statement;

111

13. GLOSSARY

In this proxy statement, unless the context requires otherwise:

Acceptable means (a) a confidentiality agreement between Credible and a person Confidentiality making an Acquisition Proposal entered into prior to the date of the Merger Agreement Agreement, or (b) if entered into on or after the date of the Merger Agreement, a confidentiality agreement on terms no less favourable to Credible in any material respect than those contained in the Mutual Confidentiality Agreement dates as of May 6, 2019, between FOX and Credible

Acquisition has the meaning set forth under Section 8.11 titled “No Solicitation of Other Agreement Acquisition Proposals” in this proxy statement

Acquisition Proposal means any bona fide inquiry, proposal or offer from any person (other than an inquiry, proposal or offer from FOX, Merger Sub or any of their respective affiliates or by any of their respective representatives acting on their behalf) relating to any direct or indirect acquisition, including by way of any merger, consolidation, tender offer, exchange offer, stock acquisition, asset acquisition, binding share exchange, business combination, recapitalization, liquidation, dissolution, joint venture, license or similar transaction, of (A) assets that constitute or represent twenty-five percent (25%) or more of the assets (including capital stock of Credible’s affiliates) of Credible and its affiliates, taken as a whole, or (B) twenty-five percent (25%) or more of the outstanding shares of capital stock, or other voting securities, of Credible (by vote or value) or of any class of capital stock of, or other voting securities of, one or more of Credible’s subsidiaries which, in the aggregate, directly or indirectly hold the assets referred to in clause (A) or (B) any combination of the foregoing, in each case other than the transactions contemplated by the Merger Agreement

Adjournment means the proposal to approve an adjournment of the Special Meeting for Proposal or Proposal the purpose of soliciting additional proxies if a quorum is present but the 2 chairman of the Special Meeting concludes there may not be sufficient votes at the Special Meeting to approve the Merger Proposal

Akin Akin Gump Strauss Hauer & Feld LLP

Annex means an annexure to this proxy statement

ASIC means the Australian Securities and Investments Commission

ASX means ASX Limited ABN 98 008 624 691 or the market it operates, as the context requires

ASX Listing Rules means the official Listing Rules of the ASX as amended or waived from time to time

ASX Settlement means the rules of ASX Settlement Pty Ltd ACN 008 504 532

For personal use only use personal For Operating Rules

Book-Entry Shares has the meaning set forth under Section 8.4 titled “The Merger Agreement—Exchange and Payment Procedures” in this proxy statement

112

13. Glossary

Business Day means a day other than a Saturday, Sunday or public holiday on which banks are open for business generally in Sydney, Australia, other than in the answers to the questions "What is the Merger?" and "Can I sell my Credible CDIs?" in Section 1 and in Section 8, where it shall mean a day except a Saturday, a Sunday or other day on which the SEC or banks in New York City or the ASX or banks in Sydney are authorized or required by law to be closed

CDN means CHESS Depositary Nominees Pty Limited

Certificate has the meaning set forth under Section 8.4 titled “The Merger Agreement—Exchange and Payment Procedures” in this proxy statement

Closing means the closing of the Merger

Closing Date means the date on which Closing occurs

Computershare means Computershare Investor Services Pty Limited ACN 078 279 277

Corporations Act means the Australian Corporations Act 2001 (Cth)

Covered has the meaning set forth under Section 9 titled “The Voting Agreement” in Stockholders this proxy statement

Credible or Company means Credible Labs Inc. ARBN 621 866 813

Credible Board means the board of directors of Credible

Credible Information means the information contained in this proxy statement, other than the FOX Information and the information contained in Annex B

Credible CDIs means Credible CHESS Depositary Interests of Credible each constituting a beneficial interest in one twenty-fifth (1/25) of a Share

Credible Material has the meaning set forth under Section 8.8 titled “The Merger Adverse Effect Agreement—Material Adverse Effect” in this proxy statement

Depositary Shares Any Shares that are underlying Credible CDIs outstanding immediately prior to the Effective Time

DGCL General Corporation Law of the State of Delaware, United States

Director means a director of the Credible Board

Dissenting Shares means the Shares that are held by a Stockholder who did not vote in favour of the Merger (or consent thereto in writing) and who properly demands appraisal of such Shares pursuant to, and complies in all respects with, the provisions of Section 262 of the DGCL

DLA Piper DLA Piper Australia and DLA Piper LLP (US)

Effective Time means the time at which the Merger becomes effective pursuant to Section For personal use only use personal For 251 of the DGCL

End Date means January 31, 2020, as such date may be extended pursuant to the Merger Agreement

113

13. Glossary

Escrowed Securities means the Shares and Stock Options subject to escrow arrangements described in Section 4.9

Excluded Shares Any Shares that are owned by Credible (or any of its direct or indirect subsidiaries), and any Shares owned by FOX, Intermediate Parent or Merger Sub, immediately prior to the Effective Time

Fairness Opinion means the fairness opinion prepared by PJT Partners for the Special Committee set out in Annex B

FOX means FOX Corporation

FOX Information means the information contained in:

• the answer to the question “Who is FOX?” in Section 1; and

• Section 6 (other than Section 6.4)

FOX Material has the meaning set forth under the under Section 8.8 titled “The Merger Adverse Effect Agreement—Material Adverse Effect” in this proxy statement

HSR Act means the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976

Highbury means Highbury Partnership Pty Limited (ABN 14 162 169 502 / AFSL 434566)

Intermediate Parent means Project Six Intermediate, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of FOX

Intervening Event means any event, occurrence, fact, condition, development, change or effect that is not known (or, if known, the consequences of which were not reasonably foreseeable) by the Credible Board or the Special Committee as of the date of the Merger Agreement; provided that in no event will (1) the receipt, existence or terms of an Acquisition Proposal, or (2) the fact, in each case in and of itself, that Credible meets or exceeds any internal or published projections, forecasts or estimates of its revenue, earnings or other financial performance or results of operations for any period ending on or after the date of the Merger Agreement, or changes after the Merger Agreement in the market price or trading volume of Credible CDIs or the credit rating of Credible, constitute an Intervening Event

Kirkland Kirkland & Ellis LLP

Merger means the transaction under which Merger Sub will merge with and into Credible, with Credible continuing as the surviving corporation and becoming an indirect subsidiary of FOX, pursuant to the Merger Agreement

Merger Agreement means the agreement and plan of merger dated as of August 3, 2019 (as may be amended from time to time) by and among FOX, Merger Sub and Credible, a copy of which is attached as Annex A to this proxy statement

Merger means the Per CDI Merger Consideration or Per Share Merger

Consideration Consideration (as applicable) For personal use only use personal For Merger Proposal or means the proposal to adopt the Merger Agreement and the consummation Proposal 1 of the Merger and the other transactions contemplated thereby

Merger Sub means Project Six Merger Sub, Inc., an indirect wholly-owned subsidiary of FOX

114

13. Glossary

Notice of Meeting means the notice convening the Special Meeting together with the CDI Voting Instruction Forms and proxy cards for that meeting as set out on page 15 of this proxy statement

Paying Agent the bank or trust company appointed by FOX for the purposes of exchanging the Merger Consideration for the cancellation of Shares or Credible CDIs (as applicable)

Per CDI Merger means A$2.21 in cash per Credible CDI, without interest Consideration

Per Share Merger means A$55.25 in cash per Share, without interest Consideration

PJT Partners means PJT Partners LP

Public Approval means the affirmative vote of the holders of a majority of the outstanding Requirement Shares (including Shares represented by Credible CDIs which shall be voted by CDN in accordance with the voting instructions of holders of Credible CDIs) entitled to vote at the Special Meeting excluding Mr. Stephen Dash and his affiliates

Public Stockholders means the Stockholders, including holders of Credible CDIs, excluding the Rollover Stockholder and his affiliates

Record Date means Tuesday, 1 October 2019, at 7:00 pm Sydney, Australia time (on Tuesday, 1 October 2019, at 2:00 am San Francisco, U.S. time)

Restricted Shares means all Shares subject to vesting restrictions and/or forfeiture back to Credible, whether granted pursuant to the Stock Plan or otherwise

Rollover Agreement means the rollover agreement between the Rollover Stockholder, FOX and Intermediate Parent dated 18 September 2019

Rollover Shares means the Shares to be contributed by the Rollover Stockholder to Intermediate Parent under the Rollover Agreement

Rollover Stockholder means Mr. Stephen Dash

Share means a fully paid share of common stock, $0.0001 par value per share, in the capital of Credible

Special Committee means the special committee of the Credible Board comprised entirely of independent and disinterested Directors

Special Meeting means the special meeting of Stockholders and holders of Credible CDIs to be held on Tuesday, 15 October 2019, at 11:00am Sydney, Australia time (on Monday, 14 October 2019, at 5:00pm San Francisco, U.S. time)

Statutory Approval means the affirmative vote of the holders of a majority of the outstanding Requirement Shares (including Shares represented by Credible CDIs which shall be voted by CDN in accordance with the voting instructions of holders of For personal use only use personal For Credible CDIs) entitled to vote at the Special Meeting

Stock Option means a stock option to acquire Shares that is outstanding immediately prior to the Effective Time, whether granted pursuant to the Stock Plan or otherwise

115

13. Glossary

Stock Plan means Credible's Amended and Restated 2012 Stock Plan

Stockholder means a registered holder of a Share

Stockholder means the Statutory Approval Requirement and the Public Approval Approval Requirement

Superior Proposal means any bona fide, written Acquisition Proposal that, if consummated, would result in any person acquiring a majority of the assets (including capital stock of Credible’s affiliates) of Credible and its affiliates, taken as a whole, or becoming the beneficial owner of a majority of the outstanding Shares and that the Credible Board or the Special Committee determines in good faith, after consultation with outside legal counsel and its financial advisor, (1) (a) is reasonably likely to be consummated or (b) is not less likely to be consummated in accordance with its terms than the transactions contemplated by the Merger Agreement and (2) would result in a transaction that, if consummated, is more favourable from a financial point of view to the Public Stockholders than the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, taking into consideration, in each case, among other things, all of the legal, financial, regulatory and other aspects of such Acquisition Proposal and the Merger Agreement (in each case taking into account any revisions to the Merger Agreement made or proposed in writing by FOX prior to the time of determination), including conditions, financing, and the identity of the person or group making the Acquisition Proposal

Surviving means Credible following the consummation of the Merger of Merger Sub Corporation with and into Credible after which Merger Sub’s separate corporate existence ceases

Suspension Date means the date on which trading in Credible CDIs will be suspended from official quotation on ASX

TEV means total enterprise value (calculated as the equity value based on fully diluted shares outstanding using the treasury stock method, plus debt and less cash and cash equivalents, after giving effect to certain adjustments for non-controlling interests and equity investments)

Unvested Stock means a Stock Option that is not a Vested Stock Option Option

Vested Option means a lump-sum cash payment equal to the product of (A) the number Consideration of Shares for which such Stock Option has not been exercised and (B) the excess, if any, of the Merger Consideration converted to dollars over the exercise price (expressed in dollars) per share of such Vested Stock Option

Vested Stock Option means a Stock Option that is unexpired, unexercised, outstanding and (a) vested as of the Effective Time, including to the extent vesting in accordance with its terms upon the Closing and (b) would become vested on or prior to June 30, 2020 in accordance with its terms subject to the holder's continued employment through June 30, 2020

For personal use only use personal For Voting Agreement means the voting agreement between FOX, Mr. Stephen Dash and the Dash Family Trust dated as of August 3, 2019

Voting Agreement has the meaning set forth under Section 9 titled “The Voting Agreement” in Shares this proxy statement

116

CORPORATE DIRECTORY

Company Financial Adviser Credible Labs Inc. Highbury Partnership Principal Place of Business Level 12, The Chifley Tower 22 4th Street, Floor 8 2 Chifley Square San Francisco, CA 94103 Sydney NSW 2000 United States Australia ARBN: 621 866 813 Australian Legal Adviser Registered Office: DLA Piper Australia 251 Little Falls Drive, Wilmington Level 22, No. 1 Martin Place New Castle, Delaware 19808 Sydney NSW 2000 United States Australia

Australian Registered Office: U.S. Legal Adviser Company Matters Pty Ltd DLA Piper LLP (US) Level 12, 680 George Street 1251 Avenue of the Americas, 27th Floor Sydney NSW 2000 New York, New York 10020-1104 Australia United States

Directors Registry Ron Suber Independent Non-Executive Computershare Investor Chairman Services Pty Limited Stephen Dash Yarra Falls Founder and Chief Executive Officer 452 Johnston Street Annabelle Chaplain Independent Non-Executive Director Abbotsford VIC 3067

Dean Dorrell Non-Executive Director Ray Yang Non-Executive Director

Company Secretary

Jessica Rossman For personal use only use personal For

117

ANNEX A

MERGER AGREEMENT

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ANNEX B

FAIRNESS OPINION

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August 3, 2019

Special Committee of the Board of Directors Credible Labs Inc. 22 4 St. 8th floor San Francisco, CA 94103

Members of the Special Committee:

We understand that Credible Labs Inc., a Delaware corporation (the “Company”), proposes to enter into an Agreement and Plan of Merger (the “Agreement”), among the Company, Fox Corporation, a Delaware corporation (“Purchaser”), and Project Six Merger Sub, Inc., a Delaware corporation and indirect wholly owned Subsidiary of Purchaser (“Merger Sub”), pursuant to which (collectively, the “Transaction”) Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Transaction as a wholly owned Subsidiary of Intermediate Purchaser (as defined below), and with (A) each share of common stock, par value $0.0001 per share, of the Company (other than the Excluded Shares, the Dissenting Shares, the Restricted Shares and the Depositary Shares (each as defined in the Agreement)) (the “Shares”) being converted into the right to receive an amount in cash equal to AU$55.25, without interest (the “Common Stock Merger Consideration”) and (B) each CHESS Depositary Interest of the Company (each, a “Company CDI”) being converted into the right to receive an amount in cash equal to AU$2.21, without interest (the “CDI Merger Consideration,” and together with the Common Stock Merger Consideration, the “Consideration”). The terms and conditions of the Transaction are fully set forth in the Agreement. All capitalized terms used but not defined herein shall have the meaning set forth in the Agreement.

We further understand that, in connection with the Agreement and the Transaction (collectively, the “Ancillary Agreements”):

(i) prior to the Closing, the Company will enter into a Commercial Agreement between the Company and Purchaser (the “Commercial Agreement”) pursuant to which the Company and Purchaser will collaborate on certain advertising, promotional, media and editorial integrations and other initiatives to benefit both the Company and Purchaser as set forth in the Commercial Agreement term sheet;

(ii) prior to the Closing, Stephen Dash (the “Rollover Stockholder”) will enter into a rollover agreement between the Rollover Stockholder and Purchaser (the “Rollover Agreement”) pursuant to which, prior to the closing of the Transaction, the Rollover Stockholder will contribute certain of the Rollover Stockholder’s Shares to Project Six Intermediate Parent, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of Purchaser (“Intermediate Purchaser”);

(iii) the Rollover Stockholder and Purchaser will amend the Limited Liability Company Agreement of Intermediate Purchaser (the “Amended and Restated LLC Agreement”) pursuant to the terms set forth in

the Post-Closing Governance Terms term sheet; and For personal use only use personal For

(iv) the Rollover Stockholder will enter into a voting and support agreement between the Rollover Stockholder and Purchaser (the “Voting Agreement”) pursuant to which the Rollover Stockholder will agree to vote the Rollover Stockholder’s Shares in favor of the Merger and the adoption of the Agreement as provided in the Voting Agreement.

280 Park Avenue | New York, NY 10017 | t. +1.212.364.7800 | pjtpartners.com 199

You have asked us whether, in our opinion, as of the date hereof, the Consideration to be received in the Transaction by the holders of the Shares and the holders of the Company CDIs, other than the Rollover Stockholder and his Affiliates (such stockholders, other than the Rollover Stockholder and his Affiliates, the “Public Stockholders”), is fair to such holders from a financial point of view. In arriving at the opinion set forth below, we have, among other things:

(i) reviewed certain publicly available information concerning the business, financial condition and operations of the Company;

(ii) reviewed certain internal information concerning the business, financial condition and operations of the Company prepared and furnished to us by the management of the Company and approved for our use by the Special Committee of the Board of Directors of the Company (the “Special Committee”);

(iii) reviewed certain internal financial analyses, estimates and forecasts relating to the Company, including projections for fiscal years 2019 through 2023 that were prepared by or at the direction of and approved by the management of the Company and approved for our use by the Special Committee (collectively, the “Projections”);

(iv) held discussions with members of senior management of the Company concerning, among other things, their evaluation of the Transaction and the Company’s business, operating and regulatory environment, financial condition, prospects and strategic objectives;

(v) reviewed the historical market prices and trading activity for the Company CDIs;

(vi) compared certain publicly available financial and stock market data for the Company with similar information for certain other companies that we deemed to be relevant;

(vii) reviewed the publicly available financial terms of certain other business combinations that we deemed to be relevant;

(viii) reviewed (A) a draft, provided August 3, 2019, of the Agreement, (B) drafts or term sheets, provided August 3, 2019, of each of the Ancillary Agreements; and

(ix) performed such other financial studies, analyses and investigations, and considered such other matters, as we deemed necessary or appropriate for purposes of rendering this opinion.

In preparing this opinion, with your consent, we have relied upon and assumed the accuracy and completeness of the foregoing information and all other information discussed with or reviewed by us, without independent verification thereof. We have assumed, with your consent, that the Projections and the assumptions underlying the Projections, and all other financial analyses, estimates and forecasts provided to us by the Company’s management and approved for our use by the Special Committee, have been reasonably prepared in accordance with industry practice and represent the Company management's best currently available estimates and judgments as to the business and operations and future financial performance of the Company. We assume no responsibility for and express no opinion as to the Projections, the assumptions upon which they are based or any other financial analyses, estimates and forecasts provided to us by the Company’s management. We have also assumed that there have been no material changes in the assets, financial condition, results of operations, business or prospects of the Company since the respective dates of the last financial statements made available to us. We have relied on the Company management's representations and/or projections regarding taxable income, standaloneonly use personal For net operating loss utilization and other tax attributes of the Company. We have further relied, with your consent, upon the assurances of the management of the Company that they are not aware of any facts that would make the information and projections provided by them inaccurate, incomplete or misleading.

We have not been asked to undertake, and have not undertaken, an independent verification of any information provided to or reviewed by us, nor have we been furnished with any such verification and we do not assume any

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responsibility or liability for the accuracy or completeness thereof. We did not conduct a physical inspection of any of the properties or assets of the Company. We did not make an independent evaluation or appraisal of the assets or the liabilities (contingent or otherwise) of the Company, nor have we been furnished with any such evaluations or appraisals, nor have we evaluated the solvency of the Company under any applicable laws.

We also have assumed, with your consent, that the final executed forms of the Agreement and the Ancillary Agreements will not differ in any material respects from the drafts and term sheets reviewed by us and the consummation of the Transaction will be effected in accordance with the terms and conditions of the Agreement, without waiver, modification or amendment of any material term, condition or agreement, and that, in the course of obtaining the necessary regulatory or third party consents and approvals (contractual or otherwise) for the Transaction, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on the Company or Purchaser or the contemplated benefits of the Transaction. We do not express any opinion as to any tax or other consequences that might result from the Transaction, nor does our opinion address any legal, tax, regulatory or accounting matters, as to which we understand that the Company obtained such advice as it deemed necessary from qualified professionals. We are not legal, tax or regulatory advisors and have relied upon without independent verification the assessment of the Company and its legal, tax and regulatory advisors with respect to such matters.

In arriving at our opinion, we were not asked to solicit, and did not solicit, interest from any party with respect to any sale, acquisition, business combination or other extraordinary transaction involving the Company or its assets. We have not considered the relative merits of the Transaction as compared to any other business plan or opportunity that might be available to the Company or the effect of any other arrangement in which the Company might engage and our opinion does not address the underlying decision by the Company to engage in the Transaction. Our opinion is limited to the fairness as of the date hereof, from a financial point of view, to the Public Stockholders of the Consideration to be received by such holders in the Transaction, and our opinion does not address any other aspect or implication of the Transaction, the Agreement, or any other agreement or understanding entered into in connection with the Transaction or otherwise. We further express no opinion or view as to the fairness of the Transaction to the Rollover Stockholder, the holders of any other class of securities, creditors or other constituencies of the Company or as to the underlying decision by the Company to engage in the Transaction. We also express no opinion as to the fairness of the amount or nature of the compensation to any of the Company's officers, directors or employees, or any class of such persons, relative to the Consideration or otherwise. Our opinion is necessarily based upon economic, market, monetary, regulatory and other conditions as they exist and can be evaluated, and the information made available to us, as of the date hereof. We express no opinion as to the prices or trading ranges at which the Shares or the Company CDIs will trade at any time.

This opinion does not constitute a recommendation to any holder of Shares or any holder of the Company CDIs as to how such holder should vote or act with respect to the Transaction or any other matter. We assume no responsibility for updating or revising our opinion based on circumstances or events occurring after the date hereof. This opinion has been approved by a fairness committee of PJT Partners LP in accordance with established procedures.

This opinion is provided to the Special Committee, in its capacity as such, in connection with and for the purposes of its evaluation of the Transaction only and is not a recommendation as to any action the Special Committee or the Board of Directors should take with respect to the Transaction or any aspect thereof. This opinion is not to be quoted, summarized, paraphrased or excerpted, in whole or in part, in any registration statement, prospectus or proxy or information statement, or in any other report, document, release or other written or oral communication prepared, issued or transmitted by the Special Committee, the Board of Directors, including any committee thereof, or the Company, without our prior consent. Any summary of or reference to this opinion or the analysis For personal use only use personal For performed by us in connection with the rendering of this opinion in such documents shall require our prior written approval.

We are acting as financial advisor to the Special Committee with respect to the Transaction and will receive a fee from the Company in connection with the rendering of this opinion. In addition, the Company has agreed to

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reimburse us for out-of-pocket expenses and to indemnify us for certain liabilities arising out of the performance of such services (including the rendering of this opinion).

In the ordinary course of our and our affiliates' businesses, we and our affiliates may provide investment banking and other financial services to the Company, Purchaser or their respective affiliates and may receive compensation for the rendering of these services. During the two years preceding the date of this opinion, we have not received fees from the Company, Purchaser or their respective affiliates.

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202 Based on and subject to the foregoing, we are of the opinion, as investment bankers, that, as of the date hereof, the Consideration to be received by the Public Stockholders in the Transaction is fair to such holders from a financial point of view.

Very truly yours,

PJT Partners LP

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ANNEX C

SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW

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§ 262. Appraisal rights

(a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder’s shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word “stockholder” means a holder of record of stock in a corporation; the words “stock” and “share” mean and include what is ordinarily meant by those words; and the words “depository receipt” mean a receipt or other instrument issued by a depository representing an interest in 1 or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository.

(b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title), § 252, § 254, § 255, § 256, § 257, § 258, § 263 or § 264 of this title:

(1) Provided, however, that, except as expressly provided in § 363(b) of this title, no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of the meeting of stockholders to act upon the agreement of merger or consolidation (or, in the case of a merger pursuant to § 251(h), as of immediately prior to the execution of the agreement of merger), were either: (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in § 251(f) of this title.

(2) Notwithstanding paragraph (b)(1) of this section, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to §§ 251, 252, 254, 255, 256, 257, 258, 263 and 264 of this title to accept for such stock anything except:

a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof;

b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or held of record by more than 2,000 holders;

c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a. and b. of this section; or

d. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a., b. and c. of this section.

(3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under § 253 or § 267 of this title is not owned by the parent immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.

(4) In the event of an amendment to a corporation’s certificate of incorporation contemplated by § 363(a) of this title, appraisal rights shall be available as contemplated by § 363(b) of this title, and the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as practicable, with the word “amendment” substituted for the words “merger or consolidation,” and the word “corporation” substituted for the words “constituent corporation” and/or “surviving or resulting corporation.”

For personal use only use personal For (c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the provisions of this section, including those set forth in subsections (d), (e), and (g) of this section, shall apply as nearly as is practicable.

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(d) Appraisal rights shall be perfected as follows:

(1) If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for notice of such meeting (or such members who received notice in accordance with § 255(c) of this title) with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) of this section that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section and, if 1 of the constituent corporations is a nonstock corporation, a copy of § 114 of this title. Each stockholder electing to demand the appraisal of such stockholder’s shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of such stockholder’s shares; provided that a demand may be delivered to the corporation by electronic transmission if directed to an information processing system (if any) expressly designated for that purpose in such notice. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder’s shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or

(2) If the merger or consolidation was approved pursuant to § 228, § 251(h), § 253, or § 267 of this title, then either a constituent corporation before the effective date of the merger or consolidation or the surviving or resulting corporation within 10 days thereafter shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section and, if 1 of the constituent corporations is a nonstock corporation, a copy of § 114 of this title. Such notice may, and, if given on or after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within 20 days after the date of giving such notice or, in the case of a merger approved pursuant to § 251(h) of this title, within the later of the consummation of the offer contemplated by § 251(h) of this title and 20 days after the date of giving such notice, demand in writing from the surviving or resulting corporation the appraisal of such holder’s shares; provided that a demand may be delivered to the corporation by electronic transmission if directed to an information processing system (if any) expressly designated for that purpose in such notice. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder’s shares. If such notice did not notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any class or series of stock of such constituent corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or resulting corporation shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice or, in the case of a merger approved pursuant to § 251(h) of this title, later than the later of the consummation of the offer contemplated by § 251(h) of this title and 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder’s shares in accordance with this subsection. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given, provided, that if the notice is given on or after the effective date of the merger or consolidation, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given.

(e) Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) of this section hereof and who is otherwise entitled to appraisal rights, may commence an appraisal proceeding by filing a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date

of the merger or consolidation, any stockholder who has not commenced an appraisal proceeding or joined that proceeding as For personal use only use personal For a named party shall have the right to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) of this section hereof, upon request given in writing (or by electronic transmission directed to an information processing system (if any) expressly designated for that purpose in the notice of appraisal), shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement

206

setting forth the aggregate number of shares not voted in favor of the merger or consolidation (or, in the case of a merger approved pursuant to § 251(h) of this title, the aggregate number of shares (other than any excluded stock (as defined in § 251(h)(6)d. of this title)) that were the subject of, and were not tendered into, and accepted for purchase or exchange in, the offer referred to in § 251(h)(2)), and, in either case, with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such statement shall be given to the stockholder within 10 days after such stockholder’s request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) of this section hereof, whichever is later. Notwithstanding subsection (a) of this section, a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition or request from the corporation the statement described in this subsection.

(f) Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation.

(g) At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder. If immediately before the merger or consolidation the shares of the class or series of stock of the constituent corporation as to which appraisal rights are available were listed on a national securities exchange, the Court shall dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal, (2) the value of the consideration provided in the merger or consolidation for such total number of shares exceeds $1 million, or (3) the merger was approved pursuant to § 253 or § 267 of this title.

(h) After the Court determines the stockholders entitled to an appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Court shall determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause shown, and except as provided in this subsection, interest from the effective date of the merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter as provided herein only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Court, and (2) interest theretofore accrued, unless paid at that time. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted such stockholder’s certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section.

(i) The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting For personal use only use personal For corporation to the stockholders entitled thereto. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court’s decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state.

207

(j) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal.

(k) From and after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder’s demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just; provided, however that this provision shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the merger or consolidation within 60 days after the effective date of the merger or consolidation, as set forth in subsection (e) of this section.

(l) The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation.

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231 For personal use only Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Votes submitted electronically must be received by 6:00 p.m., PDT, on October 9, 2019.

Online Go to www.investorvote.com/CRD or scan the QR code — login details are located in the shaded bar below.

Phone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada • Outside USA, US territories & Canada, call 1-781-575-2300. • Follow the instructions provided by the recorded message. Need Assistance? • US and Canadian callers: 1-866-595-6048 Using a black ink pen, mark your votes with an X as shown in this example. • International callers: 1-781-575-2798 Please do not write outside the designated areas.

Special Meeting Proxy Card

q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q +

A Proposals — The Board of Directors recommends a vote FOR Proposals 1 and 2.

For Against Abstain For Against Abstain 1. That, the adoption of the Merger Agreement and the 2. That an adjournment of the Special Meeting for the purpose of consummation of the Merger and the other transactions gathering additional proxies to approve the Merger Proposal is contemplated thereby, are hereby approved. hereby approved.

B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below For personal use only use personal For Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.

02AV +

0347FK Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/CRD

q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q

Proxy — Credible Labs Inc. + Notice of Special Meeting of Shareholders Special Meeting to be held at 11:00 am Tuesday October 15, 2019 (Sydney time) (5:00 pm, Monday October 14, 2019 (San Francisco time) at the offices of DLA Piper Sydney at level 22, No. 1 Martin Place, Sydney, New South Wales, Australia Proxy Solicited by Board of Directors for Special Meeting — Tuesday, 15 October 2019 (Sydney time) The Chairman of the Meeting, or any other Director of the Company (if required), or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Special Meeting of Shareholders of Credible Labs Inc. to be held on Tuesday, 15 October 2019 11:00 am (Sydney time) or at any postponement or adjournment thereof. If this proxy is properly executed, Shares represented by this proxy will be voted by the Proxies in accordance with the directions indicated in part A of this proxy card. If no such directions are indicated, the Proxies will have authority to vote FOR Proposal 1 and FOR Proposal 2. In their discretion, the Proxies are authorised to vote upon such other business as may properly come before the meeting. Only those Shareholders of record, or beneficial owners of Shares or CDIs held in Street Name, on 7:00pm on Tuesday, 1 October 2019 Sydney, Australia time and 2:00am on Tuesday, 1 October 2019 San Francisco, U.S. time may vote at the Special Meeting. (Items to be voted appear on reverse side) Valid, signed and dated proxy cards must be received by Computershare US no later than Wednesday, 9 October 2019 at 6.00 pm San Francisco time, Thursday,

10 Octoberonly use personal For 2019 at 12:00 pm Sydney time.

C Non-Voting Items Change of Address — Please print new address below.

+ Need assistance?

Phone: 1300 353 179 (within Australia) +61 3 9415 4305 (outside Australia) Online: www.investorcentre.com/contact

CRD MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030 YOUR VOTE IS IMPORTANT For your vote to be effective it must be

*S00000112Q01* received by 11.00am (Sydney time) Tuesday 8 October 2019.

CDI Voting Instruction Form

XX How to Vote on the Item of Business Lodge your Form: Every 25 (twenty-five) CHESS Depositary Interest (CDI) is equivalent to 1 (one) share of Company Common Stock, so that every 25 (twenty-five) CDI registered in your name on Online:Online/mobile: Tuesday, 1 October 2019 7:00pm (Sydney time), or Tuesday, 1 October 2019 2:00am (San Francisco time) entitles you to 1 (one) vote. Use your computer or smartphone to You can vote by completing, signing and returning your CDI Voting Instruction Form. This form lodge your vote at www.investorvote.com.au gives your voting instructions to CHESS Depositary Nominees Pty Ltd, which will vote the underlying shares on your behalf. You need to return the form no later than the time and date Alternatively, scan your personalised shown above to give CHESS Depositary Nominees Pty Ltd enough time to tabulate all CHESS QR code below using your smartphone. Depositary Interest votes and to vote on the underlying shares. Your secure access information is

In addition to returning your form by mail or fax, you can vote using your computer or Control Number: 999999 smartphone by lodging your vote via Computershare’s website at www.investorvote.com.au. SRN/HIN: I9999999999 To submit voting instructions via Computershare’s website, holders of Credible CDIs will need their Security Holder Reference Number or Holder Identification Number, which is shown on PIN: 99999 this CDI Voting Instruction Form. You can also vote using your smartphone by scanning your personalized QR code (located to the right). Intermediary Online subscribers can also vote at For Intermediary Online www.intermediaryonline.com. Holders of Credible CDIs will be taken to have signed the CDI subscribers (custodians) go to Voting Instruction Form if instructions are submitted in accordance with the directions on the www.intermediaryonline.com website.

SIGNING INSTRUCTIONS FOR POSTAL FORMS Individual: Where the holding is in one name, the securityholder must sign. By Mail: Joint Holding: Where the holding is in more than one name, all of the securityholders should sign. Computershare Investor Services Pty Limited GPO Box 242 Power of Attorney: If you have not already lodged the Power of Attorney with the Australian Melbourne VIC 3001 registry, please attach a certified photocopy of the Power of Attorney to this form when you Australia return it.

Companies: Only duly authorised officer/s can sign on behalf of a company. Please sign in the boxes provided, which state the office held by the signatory, ie Sole Director, Sole Company Secretary or Director and Company Secretary. Delete titles as applicable. By Fax:

1800 783 447 within Australia or

For personal use only use personal For +61 3 9473 2555 outside Australia

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Samples/000001/000001/i12 MR SAM SAMPLE Change of address. If incorrect, FLAT 123 mark this box and make the 123 SAMPLE STREET THE SAMPLE HILL correction in the space to the left.  SAMPLE ESTATE Securityholders sponsored by a SAMPLEVILLE VIC 3030 broker (reference number commences with ‘X’) should advise your broker of any changes. I 9999999999 I ND CDI Voting Instruction Form Please mark to indicate your directions

Step 1 CHESS Depositary Nominees Pty Ltd will vote as directed XX Voting Instructions to CHESS Depositary Nominees Pty Ltd Please mark box A OR B

I/We being a holder of CHESS Depositary Interests of Credible Labs Inc., hereby direct CHESS Depositary Nominees Pty Ltd (CDN) to:

A vote on my/our behalf with respect to the Items of Business below in the manner instructed in Step 2 below. OR appoint the Chairman B of the Meeting OR

to attend, speak and vote the shares underlying my/our holdings at the Special Meeting of Credible Labs Inc. to be held at DLA Piper, Level 22, 1 Martin Place, Sydney NSW, Australia at 11.00am (Sydney, Australian time) on Tuesday, 15 October 2019 (5.00pm on Monday, 14 October 2019, San Francisco, US time) and at any adjournment or postponement of that meeting.

By execution of this CDI Voting Form the undersigned hereby authorises CHESS Depositary Nominees Pty Ltd to appoint such proxies or their substitutes to vote in their discretion on such business as may properly come before the meeting. If this CDI Voting Form is properly executed, your shares underlying your holding will be voted in accordance with the directions in Step 2 below. If no direction is given and the proxy is the Chairman of the meeting, the proxy will vote FOR Proposals 1 and 2.

PLEASE NOTE: If you mark the Abstain box for an item, you are directing CHESS Depositary Nominees Pty Step 2 Items of Business Ltd or their appointed proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

That, the adoption of the Merger Agreement and the consummation of the Merger and the other Proposal 1 transactions contemplated thereby, are hereby approved That an adjournment of the Special Meeting for the purpose of soliciting additional proxies to Proposal 2 approve the Merger Proposal is hereby approved

Step 3 Signature of Securityholder(s) This section must be completed.

For personal use only use personal For Individual or Securityholder 1 Securityholder 2 Securityholder 3

/ / Sole Director & Sole Company Secretary Director Director/Company Secretary Date

Update your communication details (Optional) By providing your email address, you consent to receive future Notice Mobile Number Email Address of Meeting & Proxy communications electronically

C R D 2 5 5 7 0 6 A