Sigma and CWG Merger Risks and Management Overview

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Underwriting Agreement Summary Sigma has appointed Goldman Sachs Australia Pty Ltd (Underwriter) to act as lead manager, underwriter and bookrunner in relation to the Entitlement Offer, subject to the terms and conditions of the underwriting agreement (Underwriting Agreement). The Underwriting Agreement includes certain conditions precedent that are customary for a transaction of this nature. If those conditions are not satisfied or if certain events occur, the Underwriter may terminate the Underwriting Agreement. Termination events The events which may trigger termination of the Underwriting Agreement include (but are not limited to) the following: a) b) e) (misleading disclosure) a statement contained in the materials issued to the market in connection with the Entitlement Offer or Proposed Merger (Offer Materials) (including any estimate, expression of belief or intention, or statement relating to future matters) is or becomes misleading or deceptive or likely to mislead or deceive in a material respect or a material matter required to be included is omitted from Offer Materials, or there are no reasonable grounds for the making of any material statement in the Offer Materials relating to future matters including in relation to the Proposed Merger); and which would have been required by the Corporations Act to be included in the Offer Materials had the new circumstance arisen before the j) Offer Materials were given to ASX; * (change of law) there is introduced or there is a public announcement of a proposal to introduce, into the Parliament of Australia or any State of Australia a new law, or the Reserve Bank of Australia, or any Commonwealth or State authority, adopts or announces a proposal to adopt a new policy (other than a law or policy which has been announced before the date of the Underwriting Agreement), any of which does or is likely to prohibit or regulate the Entitlement Offer; (unable to proceed) g) i. *(information) the due diligence committee report for the Entitlement Offer, the due diligence reports prepared in connection with the Proposed Merger or any information supplied by or on behalf of Sigma or CWG to the Underwriter for the purposes of due diligence investigations, the Offer h) Materials, the Proposed Merger or the Entitlement Offer, is misleading or deceptive (including by omission); (Entitlement Offer cleansing statement) the Entitlement Offer cleansing statement is defective, or a corrective statement is required to be issued i) under the Corporations Act; *(adverse change) any adverse change, or development (including but not limited to any regulatory change) or event involving a prospective change, in the condition, financial or otherwise, or in the assets, liabilities, earnings, business, operations, management, profits, losses or prospects of Sigma, any member of the Sigma group or the CWG group or their respective underlying investments occurs; ii. Sigma is or will be prevented from conducting or completing the Entitlement Offer (including granting entitlements or issuing the New Shares) by or in accordance with the ASX Listing Rules, ASIC, ASX, any applicable laws or an order of a court of competent jurisdiction or there is an event or occurrence, including any statute, order, rule, regulation, directive or request of any government authority which makes it illegal for the Underwriter to satisfy an obligation under the Underwriting Agreement, or to market, promote or settle the Entitlement Offer; or *a third party applied to a court of competent jurisdiction seeking order to prevent, or which will have the effect of preventing any of the things listed in paragraph (g)(i) above k) (ASIC determination) ASIC makes a determination, exemption or order m) which would prevent Sigma from making the Entitlement Offer under section 708AA of the Corporations Act, including a determination under section 708AA(3) of the Corporations Act; (listing): i. ii. (new circumstance) a new circumstance arises which, in the reasonable opinion of the Underwriter, is a matter adverse to investors in New Shares iii. 76 Sigma ceases to be admitted to the official list of ASX Sigma's shares cease trading or are suspended from official quotation or cease to be quoted on the ASX (other than pursuant to the existing voluntary suspension granted in connection with the Entitlement Offer), including because the announcement in connection with the Entitlement Offer does not contain information required by ASX; or ASX makes any official statement to any person, or indicates to Sigma or the Underwriter that it will not grant permission for the n) official quotation of the New Shares under the Entitlement Offer; (no misleading or deceptive conduct) Sigma engages in conduct that is misleading or deceptive or which is likely to mislead or deceive in connection with the making of the Entitlement Offer; (market disruption) either of the following occurs: i. ii. a general moratorium on commercial banking activities in Australia is declared by the relevant central banking authority in that country, or there is a material disruption in commercial banking or security settlement or clearance services in that country; or trading in all securities quoted or listed on ASX is suspended or limited in a material respect for one date or a substantial part of one day on which that exchange is open for trading; (hostilities) hostilities not presently existing commence (whether war has been declared or not) or a major escalation in existing hostilities occurs (whether war has been declared or not) involving any one or more of Australia, New Zealand, the United States or the United Kingdom, Russia, the People's Republic of China or Israel, or a major terrorist act is perpetrated on any of those countries or any diplomatic, military or political establishment of any of those countries elsewhere in the world or chemical, nuclear or biological weapons of any sort are used in connection with (or the military of any member state of NATO becomes directly involved in) the Ukraine conflict that is ongoing as at the date of the Underwriting Agreement; * 7 (warranties) a warranty contained in the Underwriting Agreement on the part of Sigma is untrue or incorrect when given or taken to be given or becomes untrue or incorrect; * (certificate) a certificate which is required to be furnished by Sigma under the Underwriting Agreement is untrue, incorrect or misleading; (delay) any event specified in the Entitlement Offer timetable under the Underwriting Agreement: i. up to and including the institutional settlement date is delayed by 1 business day or more, or ii. from after the institutional settlement date up to and including the retail settlement date is delayed by more than two business days, without the prior written consent of the Underwriter;