Sigma and CWG Merger Risks and Management Overview

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Underwriting Agreement Summary p) * q) r) * (breach) Sigma fails to perform or observe any of its obligations under Underwriting Agreement; (change in management) a change in the positions of Sigma's CEO or CFO or the board of directors of Sigma occurs or is announced (other than as disclosed in the Offer Materials); (notifications): i. ii. iii. v) an application is made by ASIC for an order under Part 9.5 of the Corporations Act in relation to the Offer Materials or the Entitlement w) Offer and any such application become public or is not withdrawn within 3 business days after being made or before the institutional settlement date or retail settlement date; ASIC commences, or gives notice of an intention to hold, any investigation or hearing in relation to the Entitlement Offer or any of the Offer Materials and any such steps become public or are not withdrawn within 3 business days after being made, or before the institutional settlement date or retail settlement date; or ASIC prosecutes or commences proceedings against or gives notice of an intention to prosecute or commence proceedings against Sigma in relation to the Entitlement Offer and any such proceedings become public or are not withdrawn within 3 business days after being made, or before the institutional settlement date or retail settlement date; (prosecution) * any of the following occurs: s) i. ii. t) * 77 iii. a director or proposed director of Sigma is charged with an indictable offence in relation to any financial or corporate matter; any government agency commences any proceedings against Sigma or any director in their capacity as a director of Sigma, or announces that it intends to take such action and any such proceedings become public or are not withdrawn within 3 business days after being made, or before the institutional settlement date or retail settlement date; or any director or proposed director of Sigma is disqualified from managing a corporation under any applicable law; (insolvency of a Sigma group member) an insolvency event occurs in respect of a member of the Sigma group (excluding Sigma) or there is an act which has occurred or any omission made which would result in an insolvency event occurring in respect of member of the Sigma group (excluding Sigma); (insolvency of Sigma) an insolvency event occurs in respect of Sigma or there is an act which has occurred or any omission made which would result in an insolvency event occurring in respect of Sigma; (withdrawal) Sigma withdraws the Entitlement Offer or any part of the Entitlement Offer, or indicates that it does not intend to, or is unable to proceed with, the Entitlement Offer or any part of it; (MIA): i. outcome of the Entitlement Offer (or a component of it), or the willingness of investors to apply for, or to settle obligations to subscribe for, New Shares under the Entitlement Offer. If the Underwriter terminates its obligations under the Underwriting Agreement, the Underwriter will be discharged from any of its obligations that remain to be performed under the Underwriting Agreement. Termination of the Underwriting Agreement by the Underwriter could have an adverse impact on proceeds raised under the Entitlement Offer. * there is a material amendment to the MIA, or a condition precedent to performance of the parties' obligations under the MIA becomes Representations, warranties and undertakings incapable of being satisfied and is not waived in accordance with the terms of the MIA; ii. any party to the MIA does terminate or rescind the MIA; or iii. Sigma gives customary representations and warranties in connection with (among other things) the Entitlement Offer. Sigma gives customary undertakings the MIA becomes void or unenforceable or becomes incapable of, or to the Underwriter, including that (subject to certain exceptions) it will not issue will not, complete in accordance with its terms; (debt commitment letter): x) i. * there is: A. B. further equity securities and will conduct its business in the ordinary course for a period of time following completion of the Entitlement Offer. an amendment to the debt commitment letter that is materially Indemnity and release adverse to an investor in the Entitlement Offer; or a condition becomes or is likely to become in capable of being satisfied in the reasonable opinion of the Underwriter (and which is not waived by the relevant person under the debt commitment letter), Subject to certain customary exclusions (including fraud, wilful misconduct or gross negligence), Sigma has agreed to indemnify the Underwriter and certain related persons (each an Indemnified Party) from losses suffered or incurred by an Indemnified Party in connection with the Entitlement Offer or the Underwriting in each case, other than with the consent of the Underwriter (such Agreement. consent not to be unreasonably withheld or delayed); ii. iii. the debt commitment letter becomes void or unenforceable. any party to the debt commitment letter does terminate or rescind Sigma also releases each Indemnified Party against claims made by Sigma in the debt commitment letter; or relation to the Entitlement Offer or the Underwriting Agreement except to the extent of certain agreed carve outs related to the Underwriter's culpability for the loss. The ability of an Underwriter to terminate the Underwriting Agreement in respect of the above termination events denoted with an asterisk (*) will depend on Underwriter fees whether, the Underwriter has reasonable and bona fide grounds to believe, that the event (i) will or could be reasonably expected to give rise to a liability of the The Underwriter will be paid the underwriting fees disclosed in the Appendix 3B Underwriter or an affiliate of it under, or will or could be reasonably expected to lodged by Sigma today. Sigma must also reimburse the Underwriter for certain give rise to the Underwriter contravening, or being considered to be in expenses (including legal expenses) incurred in connection with its role as contravention of, any applicable law has; or (ii) has had or could be reasonably Underwriter. expected to have a material adverse effect on the marketing, settlement or

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