Sigma and CWG Merger Risks and Management Overview
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Impact of the Transactions on Key Sigma Metrics
A
Particulars
B
C
D
E
F
Before transaction
Increase due to
Entitlement Offer
After Entitlement
Offer
Increase due to the
Proposed Merger
After the Proposed
Merger
G
Percentage change
due to Entitlement
Offer and the
Proposed Merger
H
Percentage change
due to the Proposed
Merger
Method of calculation
Total Consolidated Assets (A$m)
Total Equity Interests (A$m)
1,092.9
Actual increase due to transaction
From latest reviewed
Sigma figures¹
Actual change due to
Entitlement Offer²
B + C
Actual change due to
the Proposed Merger³
D + E4
(F-B)/B
(F-D)/D
400.0
1,492.9
2,232.0
3,724.9
241%
150%
485.4
400.0
885.4
379.7
1,265.1
161%
43%
Total Securities on Issue (fully diluted) (m)5
1,075.2
572.6
1,647.8
9,908.1
11,555.9
975%
601%
Aggregate increase due to transaction
Historical Consolidated EBITDA (A$m)6
65.7
65.7
555.3
621.0
846%
846%
Historical Consolidated EBIT (A$m)7
Historical Consolidated Annual Profit Before Tax (A$m)
Historical Consolidated Annual Expenditure (A$m)8
Historical Consolidated Annual Revenue (A$m)⁹
36.3
36.3
459.8
496.1
1,268%
1,268%
20.5
3,545.0
20.5
429.4
449.8
2,098%
2,098%
3,545.0
2,566.4
6,111.4
72%
72%
3,610.7
3,610.7
3,108.7
6,719.4
86%
86%
42
42
Notes: All financial information is presented based on a statutory reported basis, reflecting the respective accounting policies, assumptions, judgements and reporting periods of both Sigma and CWG. No adjustments have been made in respect of the alignment of accounting policies or
reporting periods. 1. Financial information for Sigma is presented on a last twelve-month (LTM) basis up to 31 July 2023, based on 2H23A and 1H24A. 1H24A is based on Sigma's Reviewed Appendix 4D Half Year Financial Statements for the half year ended 31 July 2023 and 2H23A has
been derived from Sigma's Audited Appendix 4E Full Year Financial Statements for the year ended 31 January 2023 and Reviewed Appendix 4D Half Year Financial Statements for the half year ended 31 July 2022. 2. Presented based on gross proceeds prior to transaction costs and based
on approximate Entitlement Offer size of $400m. Actual offer size is $400.8m. 3. Financial information for CWG is presented on a financial year (FY) basis for the financial year ended 30 June 2023 and is based on CWG's Audited Annual Financial Statements for the year ended 30 June
2023. 4. Combined financial information reflects the aggregation of the reported financial information for Sigma and CWG. No adjustments have been made to eliminate the impact of any transactions between Sigma and CWG, noting that in the LTM to 31 July 2023 period Sigma recorded
sales revenue of $1,151m from CWG. Other than the issuance of the Sigma shares to CWG relating to the Proposed Merger, the financial information does not reflect any potential acquisition accounting-related adjustments as is required for business combinations in accordance with the
requirements of AASB 3 Business Combinations. 5. Refer to page 43 for further detail on Sigma's capital structure. 6. EBITDA is defined as earnings before interest, taxes, depreciation, and amortisation. Sigma's EBITDA represents statutory EBITDA as disclosed within Sigma's 31 July 2022
Half Year (reviewed), 31 July 2023 Half Year (reviewed) and 31 January 2023 Full Year (audited) Financial Statements. CWG's EBITDA has been derived by adding back (i) net finance costs and (ii) depreciation and amortisation expenses to profit before tax as disclosed in CWG's Audited
30 June 2023 Annual Financial Statements. 7. EBIT is defined as earnings before interest and taxes. Sigma's EBIT represents statutory EBIT as disclosed within Sigma's 31 July 2022 Half Year (reviewed), 31 July 2023 Half Year (reviewed) and 31 January 2023 Full Year (audited) Financial
Statements. CWG's EBIT has been derived by adding back net finance costs to profit before tax as disclosed in CWG's Audited 30 June 2023 Annual Financial Statements. 8. Annual expenditure is defined as all expenses including costs of goods sold but excluding: (i) depreciation and
amortisation expenses, (ii) net finance costs and (iii) income tax expense. 9. Revenue for Sigma represents reported sales revenue and other revenue. Revenue for CWG represents reported revenue and other income and does not include share of profits in associates accounted for using
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