Sigma and CWG Merger Risks and Management Overview
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Ongoing Commitment and Alignment of Key CWG Founder
Shareholders
CWG shareholder escrow arrangements
.
CWG today has c.200 individual shareholders, including the CWG founders
Escrowed
Holder
No. of Escrowed
Shares (m)
% of MergeCo at
completion (fully
diluted basis)⁹
% of MergeCo at
completion (shares
on issue) 10
•
•
•
CWG founders Mario Verrocchi, Jack Gance and Sam Gance (Escrowed Holders),
who will collectively hold c.49% of MergeCo at completion of the Proposed Merger,
have agreed to escrow arrangements with Sigma in relation to those shares
(Escrowed Shares)1
The remaining CWG shareholders will collectively hold c.37% of MergeCo post
completion and will not be subject to escrow arrangements. It is anticipated that these
shareholders will be treated as free float holders², supporting MergeCo's eligibility for
entry into the S&P/ASX200 Index³
Under the terms of the escrow deeds, Escrowed Holders will be restricted from dealing
in their Escrowed Shares, with shares to be released from escrow in tranches per the
schedule below
Mario Verrocchi
2,579.3
22.31%
22.33%
Jack Gance
1,607.2
13.90%
13.91%
Sam Gance
1,474.3
12.75%
12.76%
Total Escrowed
Holders
5,660.8
48.95 %
49.00 %
Non-escrowed
holders
No. of non-
escrowed shares
Completion
Tranche 15
Tranche 26
(m)
% of MergeCo at
completion (fully
diluted basis)⁹
% of MergeCo at
completion (shares
on issue) 10
Other
4,254.9
36.80 %
36.83 %
shareholders
% of total Escrowed Shares
released from escrow
Nil
10%
Remainder
Illustrative potential
-47%
~52%
free float7
Notes:
8
52%+
Total CWG
shareholders
85.75 %
85.83 %
14
1. Implementation of the restrictions in the escrow arrangements is conditional upon Sigma obtaining certain technical relief from ASIC under the Corporations Act, which Sigma will seek in due course prior to implementation. 2. Other than those shareholders to be appointed to the MergeCo Board and officers of
MergeCo. MergeCo Key Management Personnel (KMP) and directors, and their associates, will be subject to the Sigma Share Trading Policy. 3. Refer to the notes on page 30 of this presentation for further detail. 4. Subject to certain exceptions as set out in Appendix A of the ASX Announcement. 5. To be
released on the earlier of 31 August 2025 and the release of the financial results for the period ending 30 June 2025 (which is subject to the Board resolving to change the Sigma financial year end to 30 June). 6. To be released on the earlier of 31 August 2026 and the release of the financial results for the period
ending 30 June 2026 (which is subject to the Board resolving to change the Sigma financial year end to 30 June). 7. Illustrative potential free float excludes Escrowed Holders and directors and officers of MergeCo. Represents potential free float should Escrowed Holders elect to sell down the full amount of shares
released from escrow. Determination of MergeCo's free float is ultimately at the absolute discretion of S&P Dow Jones Indices. 8. Illustrative potential free float will increase to the extent Escrowed Holders elect to sell down any shares once released from escrow. 9. On a fully diluted basis (including cash-settled
and share-based rights, grants or other incentive arrangements which have either been exercised, exchanged or converted for cash since 11 December 2023 or remain outstanding upon completion of the Proposed Merger). 10 Based on estimated MergeCo shares at completion of the Proposed Merger of 11.6
billion (including shares issued in the $400 million capital raising announced today) and based on Sigma's last traded price of $0.7625/sh on 6 December 2023View entire presentation