Sigma and CWG Merger Risks and Management Overview

99 64 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Key Risks Key Risk Risks associated with related parties - Risks that are Common to Both Sigma and CWG Summary The following risk relates to CWG only. Delivery of strategic initiatives (projects / acquisitions) Key individuals within the management team at, or on the board of, CWG, including Mario Verrocchi, Jack Gance, Damien Gance and Danielle Di Pilla (who will be directors of MergeCo following completion of the Proposed Merger) are also key franchisees of CWG. Together with Sam Gance (who will be a substantial shareholder of MergeCo following completion), these individuals (or entities associated with them) have an interest in 158 of the CWG franchisee pharmacies (of which there are 578 in total), and these pharmacies make a significant contribution to CWG's revenue (in FY23 they contributed more than $800 million in revenue to CWG). Other members of management of CWG may also be significant franchisees, and it is also the case that currently, the majority of CWG franchisees hold shares in CWG (and therefore will become shareholders in MergeCo following completion of the Proposed Merger). Furthermore, certain directors and members of management of CWG have other relationships with the CWG, for example through interests in properties leased by the group or as suppliers to the group (the persons mentioned above have property interests under which they received rents of approximately $32 million in aggregate from CWG in FY23, and an entity in which Danielle Di Pilla is expected to have a 40% interest in at completion of the Proposed Merger sold approximately $28 million in goods to CWG in FY23). There are a number of risks associated with these interrelationships, including: if the strength of the alignment between CWG and its franchises diminishes as a result of the Proposed Merger or for other reasons (for example, due to sales of MergeCo shares by the relevant franchisees) this may impact on the success of CWG and its franchisees; the loss of key individuals (for example due to illness or retirement) may impact CWG both directly and indirectly through impacts to its franchisees. Any inability to replace key franchisees with suitable candidates may impact CWG and any replacement franchisees may not have the same alignment of interest with CWG as the outgoing franchisee. This may lead to loss of franchisees or a reduction in the performance of franchisees, which would in turn impact the financial performance of CWG; and following completion of the Proposed Merger, the related parties mentioned above are expected to hold a substantial portion of MergeCo shares on issue, and CWG shareholders, the majority of whom are also franchisees, will hold approximately 85.75% of the MergeCo Shares on issue. As such, these shareholders may be in a position to exercise influence over matters requiring the approval of MergeCo shareholders (including but not limited to the election of directors and the approval of significant activities of MergeCo). The interests of these shareholders may differ from the interests of other MergeCo shareholders and this may adversely affect those other shareholders. Finally, it is expected that following completion of the Proposed Merger c.49% of the MergeCo Shares, being the Shares held by Jack Gance, Mario Verrocchi and Sam Gance (or entities associated with them) will be subject to escrow arrangements described on page 14 of this presentation. These arrangements may cause, or at least contribute to limited liquidity of the shares and impact their market price. Furthermore, the prospect of sell downs by these individuals following completion of the Proposed Merger, or the prospect of sell downs by them following the end of the escrow period could adversely affect the price of MergeCo Shares. Both Merger Parties evaluate strategic initiatives, including acquisitions, from time-to-time. There is no guarantee that the strategic initiatives will be implemented, or if they are, that the anticipated benefits of any such strategic opportunities or acquisitions will be fully realised or realised in a timely manner. If this occurs, then the expected revenue increases, costs savings or additional operational improvements or synergies may not be achieved or may be delayed. Where a Merger Party acquires another business, that acquired business may not perform as anticipated (including in relation to product or service quality issues) or may be exposed to latent, future or otherwise unknown claims or liabilities that the relevant Merger Party is not indemnified for, or there may be features of the acquired business' model that the acquiring Merger Party is less experienced with or that the Merger Party intends to amend. The consequences for the Merger Party if it fails to deliver on its key strategic projects and integrate its acquisitions successfully include inefficiencies, adverse financial impacts, potential reputational damage, and the risk that the impacted Merger Party becomes uncompetitive in the market. Any of these could have an adverse effect on a Merger Party's financial performance.

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