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Scheme Booklet Registered with Australian Securities and Investments Commission

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Scheme Booklet Registered with Australian Securities and Investments Commission 20 May 2016 Scheme Booklet registered with Australian Securities and Investments Commission Pacific Brands Limited (“Pacific Brands”) today announced that the Australian Securities and Investments Commission has registered the Scheme Booklet in relation to the proposed acquisition of Pacific Brands by HBI Australia Acquisition Co. Pty Ltd., a wholly owned subsidiary of Hanesbrands Inc., via a Scheme of Arrangement (“Scheme”). If the Scheme is approved by the requisite majority of Pacific Brands shareholders and all other conditions precedent are satisfied or waived (where capable of waiver), Pacific Brands shareholders will receive total cash payments of A$1.15 cash per share which are currently expected to comprise: ° a fully franked special dividend of $0.094 per share, to be paid on the dividend payment date (currently expected to be on or about Thursday, 7 July 2016); and ° cash consideration under the scheme of $1.056 per share, to be paid on the implementation date (currently expected to be on or about Friday, 15 July 2016) A copy of the Scheme Booklet, which includes an Independent Expert’s Report, a Notice of Scheme Meeting and a copy of the proxy form for the Scheme Meeting, is attached to this announcement. Copies of the Scheme Booklet will be sent to Pacific Brands shareholders on or about Wednesday 25 May 2016 (and those shareholders who have previously nominated an electronic means of notification to Pacific Brand’s share registry will receive an email where they can download the Scheme Booklet and lodge their proxy vote online). The Pacific Brands Board continues to unanimously recommend that Pacific Brands shareholders vote in favour of the Scheme at the upcoming Scheme Meeting to be held on Friday, 24 June 2016. For further information contact: Investors Media Joanne Higham Sue Cato Pacific Brands Limited +61 419 282 319 +61 421 568 395 For personal use only [email protected] 1 ACN 106 773 059 SCHEME BOOKLET For a scheme of arrangement between Pacifi c Brands Limited and its shareholders in relation to the proposed acquisition by Hanesbrands Inc. through its wholly owned subsidiary HBI Australia Acquisition Co. Pty Ltd. VOTE IN FAVOUR FINANCIAL ADVISER YOUR DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOUR OF THE SCHEME IN THE ABSENCE OF A SUPERIOR PROPOSAL LEGAL ADVISER This is an important document and If you are in any doubt about how requires your immediate attention. to deal with this document, you You should read it in its entirety should contact your broker or before deciding whether or not to fi nancial, taxation or legal adviser vote in favour of the Scheme. immediately. For personal use only If you have any questions in relation to this Scheme Booklet or the Transaction, you should call the Pacifi c Brands Shareholder Information Line on 1300 783 472 (within Australia) or +61 3 9415 4233 (outside Australia) on Business Days between 8.30am and 5.30pm (AEST). Important notices Nature of this document Regulatory information Important notice associated with the This Scheme Booklet provides Pacifi c This document is the explanatory statement Court order under section 411(1) of the Brands Shareholders with information about for the scheme of arrangement between Corporations Act the proposed acquisition of Pacifi c Brands Pacifi c Brands and the holders of its fully The fact that under section 411(1) of the by Hanesbrands through its wholly owned paid ordinary shares as at the Scheme Corporations Act the Court has ordered that subsidiary Hanesbrands Australia. If you Record Date for the purposes of section a meeting be convened and has directed have sold all of your Pacifi c Brands Shares, 412(1) of the Corporations Act. A copy of that an explanatory statement accompany please ignore this booklet. the proposed Scheme is included in this the notice of meeting does not mean that booklet as Annexure B. the Court: Defi ned terms A copy of this Scheme Booklet was has formed any view as to the merits A number of defi ned terms are used in this • provided to ASIC for examination in of the proposed scheme or as to how Scheme Booklet. These terms are explained accordance with section 411(2)(b) of the members should vote (on this matter in section 9 of this Scheme Booklet. Corporations Act and was lodged with members must reach their own decision); No investment advice ASIC for registration under section 412(6) or of the Corporations Act. It was then The information contained in this Scheme • has prepared, or is responsible for, the registered by ASIC under section 412(6) of content of the explanatory statement. Booklet does not constitute fi nancial the Corporations Act before being sent to product advice and has been prepared Pacifi c Brands Shareholders. without reference to your own investment Disclaimer as to forward-looking objectives, fi nancial situation, taxation ASIC has been requested to provide a statements position and particular needs. It is important statement, in accordance with section This Scheme Booklet contains both that you read this Scheme Booklet in its 411(17)(b) of the Corporations Act, that ASIC historical and forward-looking statements. entirety before making any investment has no objection to the Scheme. If ASIC All statements other than statements of decision and any decision as to whether or provides that statement, it will be produced historical fact are, or may be deemed to be, not to vote in favour of the Scheme. If you to the Court at the time of the Court hearing forward-looking statements. are in any doubt in relation to these matters, to approve the Scheme. Neither ASIC nor All forward-looking statements in this you should consult your fi nancial, legal, any of its offi cers takes any responsibility for Scheme Booklet refl ect views only as taxation or other professional adviser. the contents of this Scheme Booklet. at the date of this Scheme Booklet, and A copy of this Scheme Booklet has been Not an offer generally may be identifi ed by the use of provided to ASX. Neither ASX nor any of forward-looking words such as “believe”, This Scheme Booklet does not constitute its offi cers takes any responsibility for the “aim”, “expect”, “anticipate”, “intending”, or contain an offer to Pacifi c Brands contents of this Scheme Booklet. “foreseeing”, “likely”, “should”, “planned”, Shareholders, or a solicitation of an offer “may”, “estimate”, “potential”, or other similar Notice of Scheme Meeting from Pacifi c Brands Shareholders, in any words. Similarly, statements that describe jurisdiction. The Notice of Meeting is set out in Pacifi c Brands’ or Hanesbrands’ objectives, Annexure D. Foreign jurisdictions plans, goals or expectations are or may be forward-looking statements. The release, publication or distribution of Notice of Second Court Hearing Any statements contained in this Scheme this Scheme Booklet in jurisdictions other At the Second Court Hearing, the Court will Booklet about the impact that the Scheme than Australia may be restricted by law or consider whether to approve the Scheme may have on the results of Pacifi c Brands’ regulation in such other jurisdictions and following the vote at the Scheme Meeting. persons outside of Australia who come into operations and the advantages and possession of this Scheme Booklet should Any Pacifi c Brands Shareholder may appear disadvantages anticipated to result from seek advice on and observe any such at the Second Court Hearing, expected the Scheme, are also forward-looking restrictions. Any failure to comply with such to be held at 2.00pm on Monday, 27 June statements. 2016 at the Supreme Court of Victoria, restrictions may constitute a violation of These forward-looking statements involve 210 William Street, Melbourne. applicable laws or regulations. known and unknown risks, uncertainties This Scheme Booklet has been prepared Any Pacifi c Brands Shareholder who and other factors that may cause actual in accordance with Australian law and wishes to oppose approval of the Scheme results, performance or achievements to the information contained in this Scheme at the Second Court Hearing may do so differ materially from the anticipated results, Booklet may not be the same as that which by fi ling with the Court and serving on performance or achievements, expressed, would have been disclosed if this Scheme Pacifi c Brands a notice of appearance projected or implied by these forward- Booklet had been prepared in accordance in the prescribed form together with any looking statements. with the laws and regulations outside affi davit that the Pacifi c Brands Shareholder Australia. proposes to rely on. For personal use only The operations and fi nancial performance of You should review all of the information in Computershare Investor Services Pty Ltd Pacifi c Brands are subject to various risks, this Scheme Booklet carefully. Section 1.1 has had no involvement in the preparation including those summarised in this Scheme sets out the reasons why you should vote in of any part of this Scheme Booklet other Booklet, which may be beyond the control favour of the Scheme and section 1.2 sets than being named as the Pacifi c Brands of Pacifi c Brands and/or Hanesbrands. out the reasons why you may wish to vote Registry. Computershare Investor Services Pacifi c Brands Shareholders should note against the Scheme. Pty Ltd has not authorised or caused the that the historical fi nancial performance of issue of, and expressly disclaims and takes All subsequent written and oral forward- Pacifi c Brands is no assurance of future no responsibility for, any part of this Scheme looking statements attributable to Pacifi c fi nancial performance of Pacifi c Brands Booklet. Brands or Hanesbrands or any person (whether the Scheme is implemented or acting on their behalf are qualifi ed by this Privacy not).
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