Atlassian Corp 6-K, filed Jul 11, 2022

About this 6-K

Atlassian Corp (TEAM)

6-K 2022-07-11 For: 2022-07-11

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Added on April 08, 2026

Date: July 11, 2022

Atlassian Corporation Plc

/s/ Erika Fisher

Erika Fisher

Chief Legal Officer and Chief Administrative Officer

Atlassian Corp filed this 6-K on July 11, 2022.

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Exhibit Number		Exhibit Title

99.1		Proxy Statement and Notices of Meetings, dated July 11, 2022

99.2		Form of Proxy Card for the Court Meeting

99.3		Form of Proxy Card for the General Meeting


DATE AND TIME:		August 22, 2022 at 2:00 p.m. (Pacific Time) and 2:30 p.m. (Pacific Time)

PLACE:		You may attend the Court Meeting and the General Meeting in person or virtually:

		1. In person: at Atlassian’s San Francisco office, located at 350 Bush Street, Floor 13, San Francisco, California 94104, USA

		2. Virtually: via live audio webcast at www.virtualshareholdermeeting.com/TEAM2022

ITEMS:		You are being asked to consider and approve the following matters in connection with the U.S. Domestication, as described in the accompanying proxy statement:

		1. Court Meeting: To approve the Scheme to implement the U.S. Domestication, pursuant to which New Atlassian will become the new holding company of the Atlassian Group in place of Atlassian, with holders of Atlassian Shares receiving one New Atlassian Share of the corresponding class for every Atlassian Share

		2. General Meeting: To give the Atlassian Board the authority to take all necessary action to carry the Scheme into effect and to amend the Atlassian articles of association as described in the section titled “Scheme Special Resolution” in the accompanying proxy statement

RECORD DATE:		Our Board of Directors has fixed the following voting record dates for the Court Meeting and the General Meeting:

		• Beneficial Owners: 6:00 p.m. (Pacific Time) on June 23, 2022 • Shareholders of Record: 6:00 p.m. (Pacific Time) on August 8, 2022

		Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

PROXY VOTING:		YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Court Meeting and the General Meeting, we hope you will vote as soon as possible so that your voice is heard.

		We urge you to VOTE TODAY by following the instructions on the enclosed proxy card labeled “BLUE PROXY CARD” or voting instruction form labeled “BLUE VOTING INSTRUCTION FORM” (in respect of the Court Meeting) and on the enclosed proxy card labeled “WHITE PROXY CARD” or voting instruction form labeled “WHITE VOTING INSTRUCTION FORM” (in respect of the General


PART I SUMMARY			1

PART II QUESTIONS AND ANSWERS ABOUT THE U.S. DOMESTICATION, THE SCHEME, THE COURT MEETING AND THE GENERAL MEETING			9

PART III EXPECTED TIMETABLE OF PRINCIPAL EVENTS			26

PART IV STRUCTURE OF THE U.S. DOMESTICATION			27

PART V CAUTIONARY STATEMENT			30

PART VI RISK FACTORS			34

1. Risks Relating to the U.S. Domestication			34

2. Risks Relating to Ownership of New Atlassian Shares			38

PART VII THE U.S. DOMESTICATION			42

1. Overview of the U.S. Domestication			42

2. Background to the U.S. Domestication			42

3. Recommendation of the Atlassian Board of Directors			44

4. Recommendation of the Atlassian Special Committee			44

5. Reasons for the U.S. Domestication			45

6. Implementation of the U.S. Domestication and Overview of the Scheme			47

7. Conditions to Consummation of the Scheme and the U.S. Domestication			49

8. Sanction of the Scheme by the Court			50

9. Interests of Certain Persons Related to the U.S. Domestication			50

10. Accounting Treatment of the U.S. Domestication			51

11. Regulatory Considerations			51

12. Stock Exchange Listing			51

13. Treatment of Atlassian Share Plans and Equity Awards			51

14. Structure of the U.S. Domestication			53

15. Effect of the U.S. Domestication on Reporting Obligations of Atlassian Group			54

16. Material U.S. Federal Income Tax Consequences of the U.S. Domestication			54

17. Material UK Tax Consequences of the U.S. Domestication			60

18. Material Australian Tax Consequences of the U.S. Domestication			64

19. Material Indian Tax Consequences of the U.S. Domestication			68

20. Material Japanese Tax Consequences of the U.S. Domestication			69

21. Material Philippine Tax Consequences of the U.S. Domestication			69

22. Material Canadian Tax Consequences of the U.S. Domestication			70

23. Information Concerning New Atlassian			72


PART VIII THE COURT MEETING AND THE GENERAL MEETING			116

1. The Court Meeting and the General Meeting			116

2. Court Scheme Proposal			120

3. Scheme Special Resolution			121

PART IX SCHEME OF ARRANGEMENT			126

1. Cancellation of Scheme Shares			130

2. Consideration for the Cancellation of the Scheme Shares			131

3. Share Certificates and Cancellations			131

4. Settlement			131

5. Dividend and Other Mandates and Instructions			133

6. The Effective Time			133

7. Modification			133

8. Governing Law			133

PART X ADDITIONAL INFORMATION			134

1. Where You Can Find Additional Information			134

2. Security Ownership of Atlassian Directors			135

PART XI DEFINITIONS			137

APPENDIX I FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEW ATLASSIAN			I-1

APPENDIX II FORM OF AMENDED AND RESTATED BYLAWS OF NEW ATLASSIAN			II-1


		Meeting) to vote by the internet or telephone or by signing, dating and returning the enclosed proxy card labeled “BLUE PROXY CARD” or voting instruction form labeled “BLUE VOTING INSTRUCTION FORM” (in respect of the Court Meeting) and the enclosed proxy card labeled “WHITE PROXY CARD” or voting instruction form labeled “WHITE VOTING INSTRUCTION FORM” (in respect of the General Meeting) in the postage-paid envelope provided. Submitting a proxy does not deprive you of your right to attend the Court Meeting and the General Meeting and to vote your shares at the Court Meeting and the General Meeting.

		More information on voting your proxy card labeled “BLUE PROXY CARD” or voting instruction form labeled “BLUE VOTING INSTRUCTION FORM” (in respect of the Court Meeting) and on voting your proxy card labeled “WHITE PROXY CARD” or voting instruction form labeled “WHITE VOTING INSTRUCTION FORM” (in respect of the General Meeting) and attending the Court Meeting and the General Meeting can be found in the accompanying proxy statement.


Event		Time and/or date
Record Date for Court Meeting and General Meeting		6:00 p.m. on June 23, 2022
Shareholder of Record Cut-off Date for Court Meeting and General Meeting		6:00 p.m. on August 8, 2022
Latest time for receipt of proxy cards for Court Meeting labeled “BLUE PROXY CARD” (for Shareholders of Record; Beneficial Owners should follow the deadlines provided by DTC or by your broker, bank, trust or other nominee)		11:59 p.m. (Eastern Time) on August 21, 2022
Latest time for receipt of proxy cards for General Meeting labeled “WHITE PROXY CARD” (for Shareholders of Record; Beneficial Owners should follow the deadlines provided by DTC or by your broker, bank, trust or other nominee)		11:59 p.m. (Eastern Time) on August 21, 2022
Court Meeting		2:00 p.m. on August 22, 2022
General Meeting		2:30 p.m. on August 22, 2022
Advertise Reduction of Capital confirmation hearing		September 21, 2022
Scheme Record Time		6:00 p.m. on September 28, 2022
Court Sanction Hearing and Reduction of Capital confirmation hearing		September 29, 2022
Last day of dealings in and for the registration of transfers of Atlassian Shares		September 30, 2022
Effective Date of the Scheme		September 30, 2022
Cancellation of listing of the Atlassian Class A Ordinary Shares on the Nasdaq Global Select Market		October 3, 2022
Commencement of trading in the New Atlassian Class A Common Shares on the Nasdaq Global Select Market		October 3, 2022



	Atlassian¹	New Atlassian
Share Capital	The issued share capital of Atlassian consists of Class A ordinary shares of U.S.$0.10 each, Class B ordinary shares of U.S.$0.10 each and two Class B ordinary shares of U.S.$3.2828 each. As at June 28, 2022 (the latest practicable date prior to the date of this proxy statement), Atlassian had 144,891,749 Class A ordinary shares of U.S.$0.10 each in issue, 110,035,647 Class B ordinary shares of U.S.$0.10 each in issue and 2 Class B ordinary shares of U.S.$3.2828 each in issue.	New Atlassian’s amended and restated certificate of incorporation will authorize 990,000,000 shares of capital stock consisting of (a) 750,000,000 shares of Class A common stock, par value U.S.$0.00001 per share, (b) 230,000,000 shares of Class B common stock, par value U.S.$0.00001 per share, and (c) 10,000,000 shares of undesignated preferred stock, par value U.S.$0.00001 per share. New Atlassian Class A Common Shares and New Atlassian Class B Common Shares will be issued in the Scheme. Holders of common stock and preferred stock will be entitled to all of the respective rights and obligations provided to stockholders under the DGCL, New Atlassian’s amended and restated certificate of incorporation and New Atlassian’s amended and restated bylaws.
Ability to Issue Stock with Preferential Rights	Subject to any special rights attaching to shares already in issue, Atlassian’s shares may be issued with or have attached to them any preferred, deferred or other rights or restrictions, whether in relation to dividends, returns of capital, voting or otherwise, as Atlassian may resolve by ordinary resolution of the shareholders or decision of the Atlassian board of directors. Atlassian currently has only issued ordinary shares. Under English law, an “ordinary resolution” is passed if it is	New Atlassian’s amended and restated certificate of incorporation will authorize its board of directors to issue shares of preferred stock in one or more series without stockholder approval, unless required by law or by any stock exchange, and to determine the rights, preferences, powers, privileges, designations and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges, and liquidation preferences, of each series of preferred stock. New Atlassian’s board of directors



	Atlassian¹	New Atlassian
	approved by a simple majority (more than 50%) of the votes cast by shareholders present (in person, by proxy or by duly appointed corporate representative) and entitled to vote at the meeting. A “special resolution” requires the affirmative vote of not less than 75% of the votes cast by shareholders present (in person, by proxy or by duly appointed corporate representative), and entitled to vote at the meeting.	will be entitled, without New Atlassian stockholder approval, to issue preferred stock with voting and conversion rights that could adversely affect the voting power of the holders of common stock.
Issue of New Shares	Under the Companies Act, the directors of a company must not exercise any power to allot shares or grant rights to subscribe for, or to convert any security into, shares unless they are authorized to do so by the company’s articles of association or by an ordinary resolution of the shareholders. Any authorization given must state the maximum amount of shares that may be allotted under it and specify the date on which it will expire, which must be not more than five years from the date the authorization was given. The authority can be renewed by a further resolution of the shareholders. Atlassian’s articles of association adopted on 6 December 2016 provided for such authority to allot shares and grant rights up to an aggregate nominal amount of U.S.$500 million for a period of five years from the date of adoption of such articles. This authority was renewed via a special resolution passed on 5 December 2017, valid for a period of five years from the date of such special resolution (i.e., the authority will expire on 5 December 2022).	The board of directors of New Atlassian will have the authority, without New Atlassian stockholder approval except as required by law or stock exchange rules, to approve the issuance of shares of its capital stock up to the amount authorized but unissued in New Atlassian’s amended and restated certificate of incorporation. Under Delaware law, the directors may authorize capital stock to be issued for consideration consisting of cash, any tangible or intangible property or any benefit to the company or any combination thereof.



	Atlassian¹	New Atlassian
Voting Rights	Under Atlassian’s articles of association, the holders of Atlassian Class A Ordinary Shares and Atlassian Class B Ordinary Shares are entitled to vote at general meetings of shareholders. Each Class A ordinary shareholder is entitled (a) on a show of hands, to one vote; and (b) on a poll, to one vote for each Class A ordinary share held. The holders of Class B ordinary shares have preferential voting rights on a vote taken by way of a poll. Each Atlassian Class B ordinary shareholder is entitled (a) on a show of hands, to one vote; and (b) on a poll, to ten votes for each Atlassian Class B Ordinary Share held. The holders of Atlassian Class A Ordinary Shares and the holders of Atlassian Class B Ordinary Shares will generally vote together as a single class on all matters submitted to a vote of Atlassian shareholders, unless otherwise required by the Companies Act or Atlassian’s articles of association. Atlassian’s articles of association require that, for so long as any shares are held in a settlement system operated by DTC, any resolution put to the vote of a general meeting of shareholders must be decided on a poll. Under English law and Atlassian’s articles of association, if no shares are held in DTC, unless a poll is demanded by the shareholders of a company or is required by the chairperson of the meeting or a majority of directors present at the meeting, shareholders shall vote on all resolutions on a show of hands. Under the Companies Act and	Under New Atlassian’s amended and restated certificate of incorporation, New Atlassian Class A Common Shares are entitled to one vote per share and New Atlassian Class B Common Shares are entitled to ten votes per share, each as of the applicable record date for determining stockholders entitled to vote. The holders of New Atlassian Class A Common Shares and the holders of New Atlassian Class B Common Shares will generally vote together as a single class on all matters submitted to a vote of New Atlassian stockholders, unless otherwise required by Delaware law or New Atlassian’s amended and restated certificate of incorporation. New Atlassian’s amended and restated bylaws will provide that any matter brought before any duly called meeting of the New Atlassian stockholders at which a quorum is present (except for the election of directors), shall be decided by the affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such matter.



	Atlassian¹	New Atlassian
	Atlassian’s articles of association, a poll may be demanded by (a) the chairperson of the meeting, (b) a majority of directors present at the meeting, (c) not fewer than five shareholders having the right to vote at the meeting, (d) any shareholder(s) representing not less than 10% of the total voting rights of all the shareholders having the right to vote at the meeting, or (e) any shareholder(s) holding shares in the company conferring a right to vote on the resolution being shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all the shares conferring that right.
Variation of Class Rights	Atlassian’s articles of association provide that rights attached to a class of shares may be varied (a) in such manner (if any) as may be provided by those rights, or (b) in the absence of any such provision, with the consent in writing from the holders of at least 75% in nominal value of the issued shares of that class (excluding any shares held as treasury shares), or a special resolution passed at a separate meeting of the holders of that class sanctioning the variation. The Companies Act provides that the quorum for a variation of class rights meeting is not less than two persons present holding or representing by proxy at least one-third in nominal value of the issued shares of that class (excluding any shares held as treasury shares).	Under Delaware law, the holders of outstanding shares of a class of capital stock will be entitled to vote separately as a class in connection with a proposed amendment to a corporation’s certificate of incorporation, whether or not such class is entitled to vote thereon by the certificate of incorporation, if the amendment would increase or decrease the par value of the shares of such class or alter or change the powers, preferences or special rights of the shares of such class so as to affect them adversely. The number of authorized shares of any class or classes of stock may, however, be increased or decreased (but not below the number of shares then outstanding) by the affirmative vote of the holders of a majority of the capital stock of the corporation entitled to



		Atlassian¹		New Atlassian
		Following a variation of class rights, shareholders holding not less than 15% of the issued shares of the class in question who did not approve the variation may apply to court to have the variation cancelled. Any application must be made within 21 days of the variation. The court may cancel the variation if it is satisfied having regard to all the circumstances of the case that the variation would unfairly prejudice the shareholders of the class represented by the applicant.		vote, if so provided in the original certificate of incorporation, in any amendment thereto which created such class or classes of stock or which was adopted prior to the issuance of any shares of such class or classes of stock, or in any amendment thereto which was authorized by a resolution or resolutions adopted by the affirmative vote of the holders of a majority of such class or classes of stock. Under New Atlassian’s amended and restated certificate of incorporation, the number of authorized New Atlassian Class A Common Shares may be increased or decreased (but not below the number of shares thereof then outstanding and the number of shares of common stock required to be reserved to effectuate the conversion of shares of preferred stock or New Atlassian Class B Common Shares into New Atlassian Class A Common Shares) by the affirmative vote of the holders of a majority in voting power of the outstanding capital stock of New Atlassian entitled to vote. New Atlassian’s amended and restated certificate of incorporation will also provide that any amendments to New Atlassian’s amended and restated certificate of incorporation (a) varying the rights, powers, preferences or privileges of the New Atlassian Class A Common Shares or the New Atlassian Class B Common Shares, (b) increasing the number of votes per share



	Atlassian¹	New Atlassian
		that the other class of common stock is entitled or providing for any rights to a separate class vote of the holders of the shares of the other class of common stock other than as provided by the amended and restated certificate of incorporation or required by Delaware law or (c) otherwise adversely impacting the rights, powers, preferences or privileges of one class of common stock in a disparate manner from the other class of common stock will require the affirmative vote of the holders of at least a majority of the outstanding shares of the affected class or classes of common stock, each voting as a separate class.
Alteration of Capital	Under its articles of association, Atlassian may, by ordinary resolution of its shareholders, consolidate and divide or sub-divide all or any of its share capital, and determine that, as between the shares resulting from any sub-division, any of them may have any preference or advantage as compared with the others.	Under New Atlassian’s amended and restated certificate of incorporation, if New Atlassian subdivides or combines in any manner outstanding New Atlassian Class A Common Shares or New Atlassian Class B Common Shares, then the outstanding shares of the other class will be subdivided or combined in the same proportion and manner, unless different treatment of the shares of each such class is approved by the affirmative vote of the holders of a majority of the outstanding New Atlassian Class A Common Shares and by the affirmative vote of the holders of a majority of the outstanding New Atlassian Class B Common Shares, each voting separately as a class.



	Atlassian¹	New Atlassian
Dividends	Under English law, before a company can lawfully make a distribution, it must ensure that it has sufficient distributable reserves. A company’s distributable reserves are its accumulated, realized profits, so far as not previously utilized by distribution or capitalization, less its accumulated, realized losses, so far as not previously written off in a reduction or reorganization of capital duly made. In addition to having sufficient distributable reserves, a public company will not be permitted to make a distribution if, at the time, the amount of its net assets (that is, the aggregate of the company’s assets less the aggregate of its liabilities) is less than the aggregate of its issued and called-up share capital and undistributable reserves, or if the distribution would result in the amount of its net assets being less than that aggregate. Under Atlassian’s articles of association, the directors of Atlassian may pay interim and final dividends in accordance with the respective rights and restrictions attached to any share or class of share, if it appears to them that they are justified by the profits available for distribution. Unless otherwise provided by Atlassian’s articles of association or the rights attaching to shares, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is paid, and apportioned and paid	Under New Atlassian’s amended and restated certificate of incorporation and the DGCL, New Atlassian stockholders will be entitled to receive dividends if, as and when declared by the New Atlassian board of directors, subject to the rights of any preferred stockholders then outstanding. Under Delaware law, provided New Atlassian is solvent, the New Atlassian board of directors may declare and pay a dividend to New Atlassian stockholders out of the company’s surplus (that is, the amount by which the company’s total assets exceed its total liabilities less the company’s paid in capital) or, if there is no surplus and subject to certain limitations set forth in the DGCL, out of net profits for the year in which the dividend is declared or the immediately preceding fiscal year, or both. A dividend may be paid in cash, in shares of New Atlassian capital stock or in other property. Under New Atlassian’s amended and restated certificate of incorporation, any dividend or distribution paid or payable to the holders of New Atlassian Class A Common Shares and New Atlassian Class B Common Shares shall be paid on an equal priority, pari passu, per share basis, when, as and if declared by the board of directors, unless different treatment of the shares of each such class is approved by the affirmative vote of the holders of a majority



	Atlassian¹	New Atlassian
	proportionally to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. The directors may offer to Atlassian shareholders the right to elect to receive an allotment of new shares of the same class credited as fully paid, instead of cash, in respect of the whole (or some part, to be determined by the directors) of any dividend. The directors may also direct payment of a dividend wholly or partly by the distribution of specific assets. Under Atlassian’s articles of association, any dividend declared by the company will be paid on the Atlassian Class A Ordinary Shares and the Atlassian Class B Ordinary Shares pari passu as if they were shares of the same class.	of the outstanding New Atlassian Class A Common Shares and by the affirmative vote of the holders of a majority of the outstanding New Atlassian Class B Common Shares, each voting separately as a class.
Number of Directors	Under the Companies Act, a private company must have at least one director and a public company (like Atlassian) must have at least two directors. The number of directors may be fixed by or in the manner provided in a company’s articles of association. Under Atlassian’s articles of association, unless and until otherwise determined by a majority of the directors, Atlassian may not have less than five nor more than 13 directors on its board of directors.	Under Delaware law, a corporation must have at least one director, and the number of directors shall be fixed by or in the manner provided in the bylaws, unless specified in the certificate of incorporation. Under New Atlassian’s amended and restated certificate of incorporation, the number of directors shall be established from time to time by its board of directors.
Election of Directors; Classification of the Board of Directors	Under Atlassian’s articles of association, directors may be appointed by a majority of Atlassian’s directors or may be appointed or reappointed by an ordinary resolution of the shareholders with the recommendation of the	New Atlassian’s amended and restated certificate of incorporation and amended and restated bylaws will provide that directors are elected at the annual meeting of stockholders or at a special meeting called for such purpose and hold



	Atlassian¹	New Atlassian
	directors. In general, resolutions to appoint directors of Atlassian must be put to Atlassian shareholders on the basis of one resolution for each nominated director. A resolution including more than one director may be presented to be voted upon at a general meeting only if the shareholders have first unanimously approved so doing. While English law permits a company to provide for terms of different length for its directors, Atlassian’s articles of association do not provide for any such differentiation. The Atlassian articles of association provide that directors shall, if the board of directors so determines, stand for re-election at each annual general meeting of the company, except any director appointed by the board of directors after the notice of that annual general meeting has been given and before the annual general meeting. If a director stands for re-election at an annual general meeting and is not reappointed or deemed to have been reappointed, such director shall retain office until the meeting elects someone in their place, or, if it does not do so, until the close of the meeting.	office until the annual meeting for the year in which such director’s term expires and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation or removal. Under New Atlassian’s amended and restated bylaws, directors will be elected by an affirmative majority of votes cast represented and entitled to vote at a meeting of stockholders for the election of directors; however, in contested elections (i.e., where the number of nominees for election to the board of directors exceeds the number of directors to be elected), directors will be elected by a plurality of votes cast. New Atlassian stockholders will not be entitled to cumulative voting for the election of directors. As a result, the holders of a majority of New Atlassian’s voting power can elect all of the directors then standing for election.
Removal of Directors	Under the Companies Act, shareholders may remove a director with or without cause by an ordinary resolution passed at a meeting irrespective of any provisions of any service contract the director has with the company, provided notice of the intention to move the resolution has been given to the company at least 28 clear days before the	New Atlassian’s amended and restated certificate of incorporation will provide that, subject to the rights of any holders of preferred stock to elect directors, directors may be removed from office at any time by the affirmative vote of the holders of at least a majority of the combined voting power of the issued and outstanding New Atlassian



	Atlassian¹	New Atlassian
	meeting at which it is moved. On receipt of notice of an intended resolution to remove a director, the company must forthwith send a copy of the notice to the director concerned. Certain other procedural requirements under the Companies Act must also be followed such as allowing the director to make representations against their removal in writing and at the meeting. Under Atlassian’s articles of association, a director may also be removed with the approval of all of the other directors and a person would cease to be a director as the result of certain other circumstances as set out in the articles of association, including resignation, by law and continuous non-attendance at board of director meetings. Directors are not subject to retirement at a specified age limit.	capital stock entitled to vote generally in the election of directors, voting as a single class.
Vacancies on the Board of Directors	Under Atlassian’s articles of association, a majority of Atlassian’s directors may appoint a person to be a director, either to fill a vacancy or as an additional director, provided that the appointment does not cause the number of directors to exceed any number fixed as the maximum number of directors.	Under New Atlassian’s amended and restated certificate of incorporation and amended and restated bylaws, subject to the rights of any preferred stockholders, vacancies and newly created directorships may be filled only by a majority of the directors then in office (even though less than a quorum) or by a sole remaining director, unless the board of directors determines that such vacancies shall be filled by the stockholders.
Annual General Meeting	Under the Companies Act, a public company must hold an annual general meeting each year. This meeting must be held within six months of the company’s accounting reference date.	Under the DGCL, unless directors are elected by written consent in lieu of an annual meeting, an annual meeting of stockholders shall be held for the election of directors and any other proper business.



	Atlassian¹	New Atlassian
	Atlassian’s annual general meeting is convened whenever and wherever the board of directors sees fit, subject to the requirements of the Companies Act. See “Shareholder Proposals and Shareholder Nominations of Directors” below in relation to the circumstances in which Atlassian shareholders may demand that a resolution be voted on at an annual general meeting.	Under Delaware law and New Atlassian’s amended and restated bylaws, the annual meeting of stockholders shall be held at such place, if any, on such date and at such time as may be designated from time to time by the board of directors.
Special General Meeting	Under the Companies Act, a general meeting of the shareholders of Atlassian may be called by a majority of the directors. Under Atlassian’s articles of association, Atlassian’s chairperson of the board of directors and either of its co-chief executive officers may also call a general meeting. Under the Companies Act, shareholders holding at least 5% of the paid-up capital of the company carrying voting rights at general meetings (excluding any shares held as treasury shares) can also require the directors to call a general meeting and may include the text of a resolution that may be properly put to that meeting. The directors must call the meeting within 21 days from the date on which they become subject to the requirement and such meeting must be held on a date not more than 28 days after the date of the notice convening the meeting. If the directors do not call the meeting within 21 days, the Atlassian shareholders who requested the meeting, or any of them representing more than one half of the total voting	Under New Atlassian’s amended and restated certificate of incorporation and amended and restated bylaws, subject to the rights of any preferred stockholders, special meetings of the stockholders may only be called by or at the direction of the board of directors, the chairperson of the board of directors or a Chief Executive Officer of New Atlassian.



	Atlassian¹	New Atlassian
	rights of all of them, may themselves call a general meeting. The meeting must be called for a date not more than three months after the date on which the directors became subject to the requirement to call a meeting. Any reasonable expenses incurred by the Atlassian shareholders requesting the meeting by reason of the failure of the directors to call a meeting must be reimbursed by Atlassian.
Notice of General Meetings	Under the Companies Act, 21 clear days’ notice must be given for an annual general meeting and the notice must include details of any resolutions to be proposed at the meeting. At least 14 clear days’ notice is required for any other general meeting. “Clear days” notice means calendar days and excludes the date of mailing, the date of receipt or deemed receipt of the notice and the date of the meeting itself. Shareholders may consent to a shorter notice period, the proportion of shareholders’ consent required being 100% of those entitled to attend and vote in the case of an annual general meeting and, in the case of any other general meeting, a majority in number of the members having a right to attend and vote at the meeting, being a majority who together hold not less than 95% in nominal value of the shares giving a right to attend and vote at the meeting.	Under Delaware law and New Atlassian’s amended and restated bylaws, with certain limited exceptions under Delaware law, written notice of any meeting of the stockholders must be given to each stockholder entitled to vote at the meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting and shall specify the place, if any, or means of remote communication, date, hour and, in the case of a special meeting, the purpose or purposes of the meeting.
Quorum of Shareholders	Atlassian’s articles of association provide that two persons entitled to vote on the business to be transacted, each being a member or a proxy for a member or a corporate representative (including two	New Atlassian’s amended and restated bylaws will provide that the holders of a majority in voting power of the New Atlassian capital stock issued and outstanding and entitled to vote thereat, present in person,



	Atlassian¹	New Atlassian
	persons who are proxies or corporate representatives of the same member) shall constitute a quorum. If a quorum is not present within half an hour after the time appointed for holding the meeting or if during the meeting a quorum ceases to be present, the meeting shall be adjourned in accordance with the articles of association.	or by remote communication, if applicable, or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. Where a separate class vote is required, the presence in person or by proxy of the holders of a majority in voting power of the outstanding shares of such class will constitute a quorum. If, however, a quorum shall not be present or represented at any meeting of the stockholders, a majority in voting power of the stockholders entitled to vote thereat, present in person, or by remote communication, if applicable, or represented by proxy, or the person presiding over the meeting shall have power to recess the meeting or adjourn the meeting until a quorum shall be present or represented.
Proxy	Under the Companies Act and Atlassian’s articles of association, a shareholder may designate another person to attend, speak and vote at a meeting of shareholders on their behalf by proxy.	Under Delaware law, at any meeting of stockholders, a stockholder or such stockholder’s authorized officer, director, employee or agent may designate another person to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.
Action by Written Consent	Under English law, shareholders of a public company such as Atlassian are not permitted to pass resolutions by written consent.	Under Delaware law, unless otherwise provided in the certificate of incorporation, stockholders may take any action which may be taken at a stockholders’ meeting without a meeting if a consent setting forth the action so taken is signed by stockholders holding not less than the minimum number of votes that would be



	Atlassian¹	New Atlassian
		required to authorize or take that action at a meeting at which all stockholders entitled to vote were present and voted. New Atlassian’s amended and restated certificate of incorporation will provide, however, that any action required or permitted to be taken by New Atlassian stockholders must be effected at a duly called annual or special meeting and shall not be taken by written consent unless otherwise provided in the amended and restated certificate of incorporation and subject to the rights of any preferred stockholders.
Shareholder Proposals and Shareholder Nominations of Directors	Under the Companies Act, Atlassian shareholders may demand that a resolution be voted on at an annual general meeting if the demand is made (a) by shareholders holding at least 5% of the total voting power of shares having a right to vote on the resolution (excluding any shares held as treasury shares), or (b) by at least 100 shareholders holding shares having a right to vote on the resolution and on which there has been paid up an average sum per shareholder of at least £100. The shareholders’ demand must be received by the company at least six weeks before the annual general meeting to which it relates (or if later, the time at which notice is given of that meeting). Under the Companies Act, shareholders also have the right to call general meetings and may propose the text of a resolution to be proposed at	New Atlassian’s amended and restated bylaws will provide that a stockholder wishing to nominate a director for election to the New Atlassian board of directors or propose other business to be considered at the annual meeting must provide written notice (in proper form) to the secretary not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the immediately preceding annual meeting of stockholders; provided that, in the case of the first annual meeting, the date of the preceding year’s annual meeting shall be deemed to be December 1, 2022, provided further, however, that in the event that the annual meeting is called for a date that is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the stockholder must be so



		Atlassian¹		New Atlassian
		that general meeting. See “General Meeting” above. Under Atlassian’s articles of association, a shareholder wishing to propose a person for appointment or reappointment as a director must deliver notice to Atlassian not less than 14 nor more than 35 days before the applicable general meeting, stating the particulars that would be required to be included in Atlassian’s register of directors if such person were appointed or reappointed, together with a signed notice from such person indicating their willingness to serve as a director.		received not later than the close of business on the ninetieth (90th) day prior to such annual meeting or, if later, the close of business on the tenth (10th) day following the day on which public announcement of the date of the annual meeting was first made by the corporation. A New Atlassian stockholder wishing to nominate a director for election to the New Atlassian board of directors at a special meeting of stockholders must give written notice (in proper form) to the secretary not earlier than the close of business on the one hundred twentieth (120th) day prior to such special meeting nor later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the board of directors to be elected at such special meeting. The adjournment, rescheduling or postponement of an annual or special meeting of stockholders or an announcement thereof will not commence a new time period for the giving of a stockholder’s notice as described above. To be in proper form, the notice of nomination or business to be brought before the meeting must set forth: (a) in the case of a notice of nomination, as to each person



		Atlassian¹		New Atlassian
				whom the stockholder proposes to nominate for election as a director: (i) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, (ii) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected, (iii) a description of any direct or indirect material interest in any material contract or agreement between or among the stockholder and the nominee and (iv) a completed and signed questionnaire, representation and agreement to be required by New Atlassian’s amended and restated bylaws, among other things; (b) as to any other business that the stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting, (ii) the text of the proposal or business, (iii) the reasons for conducting such business at the annual meeting, (iv) any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made and (v) any other information relating to such item of business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies in support of the business proposed to be



		Atlassian¹		New Atlassian
				brought before the meeting pursuant to Section 14(a) of the Exchange Act; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made: (i) the name and address of such stockholder, including as they appear on New Atlassian’s books, and of such beneficial owner, (ii) the number of shares of each class or series of New Atlassian capital stock which are directly or indirectly owned beneficially and of record by such stockholder, including any derivative securities, such beneficial owner as of the date of the notice, and any rights to dividends that are separated or separable from the underlying shares of New Atlassian, (iii) a description of any material pending or threatened legal proceeding in which such stockholder or beneficial owner is a party or material participant involving New Atlassian, its officers, directors or affiliates, (iv) a description of any material relationship between such stockholder or such beneficial owner and New Atlassian or its affiliates, (v) any direct or indirect material interest in any material contract or agreement between such stockholder or beneficial owner and New Atlassian or its affiliates, (vi) a representation that such stockholder intends or is part of a group which intends to deliver a proxy statement or form of proxy to holders of at least the percentage of New Atlassian’s outstanding capital stock required to approve or



	Atlassian¹	New Atlassian
		adopt the proposal or otherwise solicit proxies from stockholders in support of such proposal, and (vii) any other information relating to such stockholder or beneficial owner that would be required to be disclosed in a proxy statement or other filing required to be made with the SEC in connection with the solicitation of proxies. To be in proper form, the notice of other business (other than a nomination) is satisfied if the stockholder has notified New Atlassian of their or its intention to present a proposal at an annual meeting in compliance with rules and regulations under the U.S. Exchange Act, and such proposal has been included in New Atlassian’s proxy statement for the annual meeting. See “Shareholder Ability to Require Circulation of Written Statement / Proxy Access” below.
Shareholder Ability to Require Circulation of Written Statement / Proxy Access	Under the Companies Act, Atlassian shareholders may demand that Atlassian circulate to all shareholders a written statement of not more than 1,000 words with respect to a proposed resolution or other business to be dealt with at a meeting of the Atlassian shareholders if the demand is made by (a) shareholders holding at least 5% of the total voting rights of Atlassian, or (b) at least 100 shareholders who have the relevant right to vote and hold shares on which there has been paid up an average sum per shareholder of at least £100.	Pursuant to Rule 14a-8 under the U.S. Exchange Act, subject to compliance with certain eligibility and procedural requirements, New Atlassian stockholders will be entitled to request to include a proposal in the proxy statement and on the proxy card delivered in connection with an annual or special meeting of New Atlassian stockholders. A stockholder will be eligible to submit a proposal under Rule 14a-8 if the stockholder provides, in a written statement, (a) proof that such stockholder has continuously held at least (i) U.S.$2,000 of New Atlassian securities entitled to vote on the



	Atlassian¹	New Atlassian
		proposal for at least three years, (ii) U.S.$15,000 of New Atlassian securities entitled to vote on the proposal for at least two years, or (iii) U.S.$25,000 of New Atlassian securities entitled to vote on the proposal for at least one year, and in each case intends to continue to hold such securities through the date of the meeting, and (b) confirmation that such stockholder is able to meet with New Atlassian no less than 10 calendar days and no more than 30 calendar days after submission of the proposal. A stockholder is limited to one proposal for a particular stockholders’ meeting. Rule 14a-8 permits a company to exclude a shareholder proposal from its proxy statement if the proposal fails to meet any of several specified procedural or substantive requirements, or if the stockholder does not satisfy the foregoing eligibility or procedural requirements, upon submission of its reasons for exclusion to the SEC and receipt of a no-action letter from the SEC.
Amendments to Articles of Association / Certificate of Incorporation and Bylaws	Under the Companies Act, subject to certain limited exceptions (including compliance with the procedures for varying class rights described above, if applicable), Atlassian’s articles of association may generally be amended by a special resolution of the Atlassian shareholders.	New Atlassian’s amended and restated certificate of incorporation will provide that New Atlassian may amend, alter, change or repeal any provision in New Atlassian’s amended and restated certificate of incorporation in the manner provided in the DGCL; provided, however, that amendments to the provisions relating to (a) the rights, powers, privileges and restrictions of the capital stock of New Atlassian; (b) the election, removal, powers,



		Atlassian¹		New Atlassian
				liabilities and indemnification of the Atlassian directors; (c) general and special meetings of the stockholders; and (d) amendments to the amended and restated certificate of incorporation, will require the affirmative vote of the holders of at least 66.66% of the total voting power of the shares entitled to vote thereon, voting as a single class. Certain amendments to the rights, preferences, privileges and powers of the New Atlassian Class A Common Shares and New Atlassian Class B Common Shares will require the affirmative vote of at least a majority of the outstanding shares of the affected class of common stock, voting as a separate class. See “Variation of Class Rights” above. New Atlassian’s amended and restated certificate of incorporation and amended and restated bylaws will provide that the board of directors has the power to adopt, amend or repeal New Atlassian’s amended and restated bylaws. New Atlassian’s amended and restated certificate of incorporation and amended and restated bylaws will provide that New Atlassian’s amended and restated bylaws may be adopted, amended or repealed by the affirmative vote of the holders of at least 2/3 of the total voting power of the shares entitled to vote in connection with the election of directors of New Atlassian, voting as a single class.



	Atlassian¹	New Atlassian
Liabilities of Directors and Officers	Under the Companies Act, any provision, whether contained in a company’s articles of association or any contract or otherwise, that purports to exempt a director of a company, to any extent, from any liability that would otherwise attach to them in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.	Under Delaware law, a corporation’s certificate of incorporation may include a provision eliminating or limiting the personal liability of a director to the corporation and its stockholders for monetary damages arising from a breach of fiduciary duty as a director. However, no provision can limit the liability of a director for: • any breach of the director’s duty of loyalty to the corporation or its stockholders; • acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; • wilful or negligent payment of unlawful dividends or stock purchases or redemptions; or • any transaction from which the director derived an improper personal benefit. Certain amendments have been proposed to the DGCL that, if adopted, would permit similar exculpation of specified executive officers from liability for breach of fiduciary duty, except that elimination or limitation of liability would also not be permitted for claims brought by or in the right of the corporation, including derivative claims. New Atlassian’s amended and restated certificate of incorporation will provide that a director or officer, as applicable, of New Atlassian and, subject to the adoption of proposed amendments to the



	Atlassian¹	New Atlassian
		DGCL, an officer of New Atlassian will not be personally liable to New Atlassian or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, subject to the limitations set forth above.
Indemnification of Directors and Officers	Under the Companies Act, any provision (whether in the company’s articles of association or in any contract with the company or otherwise) by which a company directly or indirectly provides an indemnity, to any extent, for a director of the company or of an associated company against any liability attaching to them in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which they are a director is also void except as permitted by the Companies Act, which provides exceptions for the company to (a) purchase and maintain insurance against such liability; (b) provide a “qualifying third party indemnity” (being an indemnity against liability, other than specified excluded liabilities, incurred by the director to a person other than the company or an associated company); and (c) provide a “qualifying pension scheme indemnity” (being an indemnity against liability incurred in connection with the company’s activities as trustee of an occupational pension plan). Under Atlassian’s articles of association, subject to the foregoing restrictions, Atlassian may indemnify each of Atlassian’s directors and directors of associated companies against all liabilities incurred by them in relation to	Delaware law generally provides that a corporation may indemnify any officer, director, employee or agent who was or is made a party or is threatened to be made a party to any third party suit or proceeding on account of being a director, officer, employee or agent of the corporation or serving at the request of the corporation as a director, officer, employee or agent of another corporation or other entity against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the action if the officer, director, employee or agent: • acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation; and • in a criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. Under Delaware law, a corporation may also pay the expenses (including attorneys’ fee) incurred by officers and directors in defending against lawsuits or proceedings in advance, provided that such director or officer undertakes to repay any advanced funds if indemnification is ultimately



		Atlassian¹		New Atlassian
		the company or any associated company. Atlassian has entered into separate deeds of indemnity with its directors indemnifying them to the extent permitted by law. Pursuant to these deeds of indemnity Atlassian may also provide reasonable funds to meet expenditure incurred or to be incurred by a director in defending any claim, provided that these funds shall be repaid by the director in certain circumstances.		determined not to be permissible. Additionally, under Delaware law, a corporation must indemnify its present or former directors and officers against expenses (including attorneys’ fees) actually and reasonably incurred to the extent that the officer or director has been successful on the merits or otherwise in defense of any action, suit or proceeding on account of being a director, officer, employee or agent of the corporation or serving at the request of the corporation as a director, officer, employee or agent of another corporation or other entity. New Atlassian’s amended and restated bylaws will generally provide mandatory indemnification and advancement of expenses to directors and officers to the fullest extent permitted by Delaware law. New Atlassian’s amended and restated certificate of incorporation and amended and restated bylaws will provide that New Atlassian may provide rights of indemnification and advancement to its employees and agents. New Atlassian’s amended and restated bylaws also provide that, except for proceedings to enforce rights to indemnification, New Atlassian shall not be obligated to indemnify any director or officer or advance expenses in connection with a proceeding initiated by such person unless such proceeding was authorized by the board of directors.



	Atlassian¹	New Atlassian
Standard of Conduct for Directors	Under English law, a director of Atlassian owes various statutory and fiduciary duties to the company, including: • to act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole; • to avoid a situation in which they have, or can have, a direct or indirect interest that conflicts, or possibly conflicts, with the interests of the company; • to act in accordance with the company’s constitution and only exercise their powers for the purposes for which they are conferred; • to exercise independent judgment; • to exercise reasonable care, skill and diligence; • not to accept benefits from a third party conferred by reason of their being a director or doing, or not doing, anything as a director; and • to declare any interest that they have, whether directly or indirectly, in a proposed or existing transaction or arrangement with the company.	Delaware law does not contain specific provisions setting forth the standard of conduct of a director. The scope of the fiduciary duties of directors is generally determined by the courts of the State of Delaware. In general, directors have a duty to act without self-interest, in good faith, on a well-informed basis and in a manner they reasonably believe to be in the best interest of the corporation and its stockholders. Directors of a Delaware corporation owe fiduciary duties of care and loyalty to the corporation and to its stockholders. The duty of care generally requires that a director act with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself or herself of all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in good faith and in the honest belief that the action taken and decisions made are in the best interests of the corporation and its stockholders. The director must not use their corporate position for personal gain or advantage. In general, but subject to certain exceptions, actions of directors are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation and its stockholders. However, this presumption may be rebutted by evidence of a



	Atlassian¹	New Atlassian
		breach of one of the fiduciary duties or in the event of a conflict of interest. Delaware courts have also imposed a heightened standard of review upon directors of a Delaware corporation who take any action designed to defeat a threatened change in control of the corporation. In addition, under Delaware law, when the board of directors of a Delaware corporation approves the sale or break-up of a corporation, the board of directors may, in certain circumstances, have a duty to obtain the highest value reasonably available to the stockholders. Under Delaware law, in certain circumstances controlling stockholders also owe fiduciary duties to the other stockholders in their capacity as such.
Interested Transactions	The Companies Act contains certain provisions relating to transactions between the company and a director of the company or its holding company or a person connected with such director, including transactions involving the acquisition of substantial non-cash assets from a director or the sale of substantial non-cash assets to a director, and loans, quasi-loans and credit transactions. If such transactions meet certain thresholds set out within the Companies Act the approval of shareholders by ordinary resolution will be required. Under Atlassian’s articles of association, provided that a director has disclosed to the	Under Delaware law, a contract or transaction between the company and one or more of its directors or officers, or between the company and any other organization in which one or more of its directors or officers, are directors or officers, or have a financial interest, shall not be void solely for this reason, or solely because the director or officer participates in the meeting of the board of directors which authorizes the contract or transaction, or solely because any such director’s or officer’s votes are counted for such purpose, if: • the material facts as to the director’s or officer’s relationship or interest and as to the contract or



		Atlassian¹		New Atlassian
		other directors the nature and extent of any material interest of such director, a director notwithstanding their office may: • be a party to, or otherwise interested in, any transaction or arrangement with Atlassian or in which Atlassian is otherwise interested and may be a director or other officer of, or be employed by, or hold any position with, or be a party to any transaction or arrangement with, or otherwise interested in, any entity in which Atlassian is interested; • be counted in determining whether or not a quorum is present at any meeting of directors considering that transaction or arrangement or proposed transaction or arrangement; • vote in respect of, or in respect of any matter arising out of, the transaction or arrangement or proposed transaction or arrangement; and • sign or countersign any document relating to the transaction or arrangement or proposed transaction or arrangement. An Atlassian director shall not, by reason of their office as a director, be accountable to Atlassian for any benefit which they derive from any interest or		transaction are disclosed or are known to the board of directors, and the board of directors in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or • the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or • the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee or the stockholders. Under Delaware law, a director could be held liable for any transaction in which such director derived an improper personal benefit.



		Atlassian¹		New Atlassian
		position referred to above and no transaction or arrangement shall be liable to be avoided on the ground of any interest, office, employment or position referred to above. The Atlassian directors may (subject to such terms and conditions, if any, as they may think fit to impose from time to time, and subject always to their right to vary or terminate such authorization) authorize, to the fullest extent permitted by law: (a) any matter which would otherwise result in a director infringing their duty to avoid a situation in which they have, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with Atlassian’s interests and which may reasonably be regarded as likely to give rise to a conflict of interest (including a conflict of interest and duty or conflict of duties); and (b) a director to accept or continue in any office, employment or position in addition to their office as a director and, may authorize the manner in which a conflict of interest arising out of such office, employment or position may be dealt with, either before or at the time that such a conflict of interest arises, provided that the authorization is effective only if (i) any requirement as to the quorum at the meeting at which the matter is considered is met without counting the director in question or any other interested director, and (ii) the matter was agreed to without their voting or would have been agreed to if their votes had not been counted.



	Atlassian¹	New Atlassian
Mergers, Consolidations and Other Transactions	The Companies Act provides for schemes of arrangement, which are arrangements or compromises between a company and any class of shareholders or creditors and used in certain types of reconstructions, amalgamations, capital reorganizations or takeovers. These arrangements require: • the approval at a shareholders’ or creditors’ meeting convened by order of the court, of a majority in number of shareholders or creditors representing 75% in value of the capital held by, or debt owed to, the class of shareholders or creditors present and voting, either in person or by proxy; and • the approval of the court. Once approved, sanctioned and effective, all shareholders and creditors of the relevant class and the company are bound by the terms of the scheme. Under the Companies Act, if a takeover offer (as defined in section 974 of the Companies Act) is made for the shares of a company and the offeror were to acquire, or unconditionally contract to acquire, not less than 90% in value of the shares to which the takeover offer relates (the “Takeover Offer Shares”); and where those shares are voting shares, not less than 90% of the voting	Under Delaware law, a sale, lease or exchange of all or substantially all of a corporation’s assets, a merger or consolidation of a corporation with another corporation or a dissolution of a corporation generally requires the approval of the corporation’s board of directors and, with limited exceptions, the affirmative vote of a majority of the aggregate voting power of the outstanding stock entitled to vote on the transaction. Additionally, Section 253 of the DGCL permits a corporation to merge with a subsidiary corporation without a vote of stockholders of the subsidiary if the parent owns 90% or more of the outstanding shares of each class of the subsidiary’s stock that would otherwise be entitled to vote on the merger. Subject to a number of requirements (including a requirement that the corporation have a class or series of stock that is listed on a national securities exchange or held of record by more than 2,000 holders immediately prior to the execution of the merger agreement by the corporation), Section 251(h) of the DGCL permits merger agreements to contain a provision eliminating the need for a stockholder vote for a second-step merger following consummation of a tender or exchange offer for all of the outstanding stock of a corporation on the terms provided in such merger agreement and the stock accepted for purchase or