ASX ANNOUNCEMENT COURT ORDERS CONVENING OF SCHEME MEETING GOLD COAST, 14 February 2018: Billabong International Limited ( Billabong ) is pleased to confirm that on 13 February 2018 the Federal Court ordered that a meeting of Billabong Shareholders (other than Excluded Shareholders, as described below) be convened to consider and, if thought fit, approve the scheme of arrangement under which a subsidiary of Boardriders, Inc. ( Boardriders ) will acquire all of the Billabong Shares (other than the Excluded Shares), at a price of A$1.00 per Share in cash, via a scheme of arrangement (the Scheme ). Boardriders is controlled by funds managed by Oaktree Capital Management, L.P. (Oaktree ). Oaktree already holds approximately 19.3% of the Billabong Shares and is one of Billabong's two senior lenders. Oaktree's shares are "Excluded Shares" and will not be acquired under the Scheme, and Oaktree will not vote those shares on resolutions to approve the Scheme at the Scheme Meeting. Scheme Meeting The Scheme Meeting will be held at 10.00am (Queensland time) on 28 March 2018. If the Scheme is approved by the requisite majorities of Billabong Shareholders (other than Excluded Shareholders) at the Scheme Meeting and all other conditions precedent are satisfied or waived (where capable of waiver), Billabong intends to apply to the Court for orders approving the Scheme. Scheme Booklet The Scheme Booklet was registered by the Australian Securities and Investments Commission today. 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 and will be sent to Billabong Shareholders (other than Excluded Shareholders) on or about 19 February 2018 (and those Shareholders who have previously nominated an electronic means of notification to the Billabong Registry will receive an email where they can download the Scheme Booklet and lodge their proxy vote online). The Scheme Booklet provides Billabong Shareholders with information about the proposed acquisition of Billabong by Boardriders. Billabong Shareholders are encouraged to read the Scheme Booklet in its entirety. Independent Expert's Report The independent expert, Grant Samuel & Associates Pty Ltd, has concluded that the Scheme is fair and reasonable and therefore in the best interests of Shareholders, in the absence of a superior proposal. Directors’ recommendation The Billabong Board continues to unanimously recommend that Billabong Shareholders vote in favour of the Scheme at the Scheme Meeting in the absence of a superior proposal, and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Shareholders. Subject to those same qualifications, each Director intends to vote all the Billabong Shares held or controlled by them in favour of the Scheme. For further information contact: Shareholders Computershare Investor Services Pty Limited Telephone Australia: 1300 117 907 Telephone International: +61 3 9415 4335 Website: www.billabongscheme.com.au Media Renee Bertuch Cannings Corporate Communications Telephone: +61 409 550 389 Email: [email protected] TRACEY WOOD COMPANY SECRETARY 2 BILLABONG INTERNATIONAL LIMITED ABN 17 084 923 946 SCHEME BOOKLET In relation to the proposed acquisition of Billabong International Limited by Boardriders, Inc. by way of scheme of arrangement. VOTE IN FAVOUR SCHEME BOOKLET IN RELATION TO THE PROPOSED ACQUISITION OF BILLABONG INTERNATIONAL LIMITED BY BOARDRIDERS, INC. BY WAY OF SCHEME OF ARRANGEMENT. VOTE IN FAVOUR Your Directors unanimously recommend that you vote in favour of the Scheme in the absence of a Superior Proposal, and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Billabong Shareholders. The Scheme Meeting is scheduled to be held at 10.00am (Queensland time) on 28 March 2018 at Billabong International Limited, Burleigh A & B Rooms, 1 Billabong Place, Burleigh Heads, Queensland. This Scheme Booklet is important and requires your prompt attention. You should read it in its entirety, and consider its contents carefully, before deciding whether or not to vote in favour of the Scheme. If you are in any doubt about what you should do, you should consult with a financial, legal, taxation or other professional adviser. If you have any questions in relation to this Scheme Booklet or the Scheme, please contact the Billabong Shareholder Information Line on 1300 117 907 (within Australia) or +61 3 9415 4335 (outside Australia), Monday to Friday between 8.30am to 5.30pm (Melbourne time). This Scheme Booklet has been sent to you because you are shown in Billabong’s Register as holding Billabong Shares. If you have recently sold all of your Billabong Shares, please disregard this Scheme Booklet. BILLABONG SCHEME BOOKLET 1 IMPORTANT NOTICES Nature of this document A copy of this Scheme Booklet was provided to ASIC for This Scheme Booklet provides Billabong Shareholders with examination in accordance with section 411(2)(b) of the information about the proposed acquisition of Billabong by Corporations Act and was lodged with ASIC for registration under Boardriders. You should review all of the information in this section 412(6) of the Corporations Act. It was then registered by Scheme Booklet carefully. Section 1.1 sets out the reasons why you ASIC under section 412(6) of the Corporations Act before being should vote in favour of the Scheme and section 1.3 sets out the sent to Billabong Shareholders. reasons why you may wish to vote against the Scheme. ASIC has been requested to provide a statement, in accordance If you have sold all of your Billabong Shares, please ignore this with section 411(17)(b) of the Corporations Act, that ASIC has no Scheme Booklet. objection to the Scheme. If ASIC provides that statement, it will be produced to the Court at the time of the Court hearing to Defined terms approve the Scheme. Neither ASIC nor any of its officers takes any A number of defined terms are used in this Scheme Booklet. These responsibility for the contents of this Scheme Booklet. terms are explained in section 9 of this Scheme Booklet. Notice of Scheme Meeting No investment advice The Notice of Meeting is set out in Annexure D. The information contained in this Scheme Booklet does not constitute financial product advice and has been prepared without Billabong Shareholder’s right to appear at the Second reference to your own investment objectives, financial situation, Court Hearing taxation position or particular needs. It is important that you read At the Second Court Hearing, the Court will consider whether to this Scheme Booklet in its entirety before making any investment approve the Scheme following the vote at the Scheme Meeting. decision and any decision as to whether or not to vote in favour of the Scheme. If you are in any doubt in relation to these matters, Any Billabong Shareholder may appear at the Second Court you should consult with a financial, legal, taxation or other Hearing, expected to be held at 10:15am on 6 April 2018 at the professional adviser. Federal Court of Australia – New South Wales Registry, Law Courts Building, Queens Square, 184 Phillip Street, Sydney. Not an offer This Scheme Booklet does not constitute or contain an offer to Any Billabong Shareholder who wishes to oppose approval of Billabong Shareholders, or a solicitation of an offer from Billabong the Scheme at the Second Court Hearing may do so by filing Shareholders, in any jurisdiction. with the Court and serving on Billabong a notice of appearance in the prescribed form together with any affidavit that the Foreign jurisdictions Billabong Shareholder proposes to rely on. The release, publication or distribution of this Scheme Booklet in jurisdictions other than Australia may be restricted by law or Important notice associated with the Court order under regulation in such other jurisdictions and persons outside of section 411(1) of the Corporations Act Australia who come into possession of this Scheme Booklet should The fact that under section 411(1) of the Corporations Act the Court seek advice on and observe any such restrictions. Any failure has ordered that a meeting be convened and has directed that an to comply with such restrictions may constitute a violation of explanatory statement accompany the notice of meeting does not applicable laws or regulations. mean that the Court: This Scheme Booklet has been prepared in accordance with • has formed any view as to the merits of the proposed Australian law and the information contained in this Scheme scheme or as to how members should vote (on this matter Booklet may not be the same as that which would have been members must reach their own decision); or disclosed if this Scheme Booklet had been prepared in accordance with the laws and regulations outside Australia. • has prepared, or is responsible for, the content of the explanatory statement. Regulatory information This document is the explanatory statement for the scheme of Disclaimer as to forward-looking statements arrangement between Billabong and the Scheme Shareholders This Scheme Booklet contains both historical and forward-looking for the purposes of section 412(1) of the Corporations Act. A copy statements. All statements other than statements of historical fact of the proposed Scheme is included in this Scheme Booklet as are, or may be deemed to be, forward-looking statements. Annexure B. 2 All forward-looking statements in this Scheme Booklet reflect All subsequent written and oral forward-looking statements views only as at the date of this Scheme Booklet, and generally attributable to Billabong or Boardriders or any person acting on may be identified by the use of forward-looking words such as their behalf are qualified by this cautionary statement. “believe”, “aim”, “expect”, “anticipate”, “intending”, “foreseeing”, “likely”, “should”, “planned”, “may”, “estimate”, “potential”, or other Subject to any continuing obligations under relevant laws or the similar words.