Sigma and CWG Merger Risks and Management Overview slide image

Sigma and CWG Merger Risks and Management Overview

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Impact of the Transactions on Sigma's Capital Structure Equity security Shares Rights5 Before transaction¹ Change due to Entitlement Offer After Entitlement Offer Change due to the Proposed Merger² After the Proposed Merger 1,059,276,416 15,939,941 572,581,847 1,631,858,263 9,920,258,142³ 11,552,116,405 15,939,941 (12,160,471)4 3,779,4706 Total Securities on Issue (fully diluted) 1,075,216,357 572,581,847 1,647,798,204 9,908,097,671 11,555,895,875 43 Notes: 1. Represents Sigma's capital structure as at the date of this presentation 2. 3. 4. 5. 6. This does not include the impact of: (i) other than described on this page including these notes, any other issuances or cancellations of equity securities by Sigma prior to or on completion of the Proposed Merger (e.g., any new awards granted under an employee equity incentive scheme, or the conversion or lapsing of any existing rights granted under these schemes in their ordinary course). In conjunction with entering into the MIA, Sigma and CWG have agreed to defer the issuance of the Placement Shares already agreed to be issued to CWG in conjunction with the CWG supply agreement due to commence on 1 July 2024 while the MIA remains on foot. If the Proposed Merger completes, these Placement Shares will not be issued. If the MIA is terminated, the Placement Shares will be issued to CWG (or a subsidiary of CWG) the later of 1 July 2024 and 20 business days post termination of the MIA Includes 4,560,178 Sigma shares issued on conversion of EEG Rights as described in note 4 below Rights granted under the 2023 Executive Equity Grant Plan (EEG Rights) will be subject to the following treatment as a result of the Proposed Merger: (i) a cash payment equal to the value of 25% of the EEG Rights (being the service based component of the grant) be made upon the 'normal' retention date in the plan (being 31 January 2026) and the corresponding EEG Rights lapsing, (ii) a cash payment equal to the value of 37.5% of the EEG rights be made upon the Proposed Merger completing and the corresponding EEG Rights lapsing, and (iii) 37.5% of the EEG Rights converting to ordinary shares in Sigma as at completion of the Proposed Merger that are then held in escrow until 31 January 2026 Includes an additional grant of 403,918 rights to be issued to Sigma management (non-KMP) following the date of this presentation but prior to implementation of the Proposed Merger, which will be subject to the treatment set out in note 4 above This does not take into account any other vesting of rights (and exercise of rights) that might occur by implementation of the Proposed Merger in the ordinary course of the operation of Sigma's employee incentive plans
View entire presentation