Brickworks (BKW) investor relations material

Opening remarks and agenda

• Meeting opened with explanation of two consecutive meetings: the Brickworks share scheme meeting and the general meeting regarding performance rights for the proposed Topco CEO.

• Quorum confirmed and meeting procedures outlined, including voting card instructions.

• Meeting commenced following the closure of the Share Scheme Meeting, with an agenda covering the general meeting overview, resolution, Q&A, voting, chairman's address, and closure.

• Introduction of board members and executive management team present.

Strategic initiatives and plans

• Shareholders asked to vote on a scheme of arrangement to combine Brickworks and Soul Pats under a new ASX-listed entity, Topco.

• The combination aims to deliver value creation, growth opportunities, increased scale, and a simplified structure by removing the longstanding cross-shareholding.

• The combination of Brickworks and Soul Patts aims to create a $16.9 billion ASX-listed company with a simplified, well-capitalized balance sheet and increased scale.

• Topco will issue at least 34 million new shares to raise approximately $1.4 billion, strengthening the balance sheet and funding growth, debt repayment, and transaction costs.

Board and executive committee updates

• Todd Barlow, current CEO of Soul Pats, proposed as Managing Director and CEO of Topco, with a new remuneration framework aligned to Soul Pats.

• The Independent Board Committee and Soul Patts Board both recommended shareholders vote in favor of the FY26 LTI grant to Mr Barlow, with Mr Barlow abstaining from the recommendation process.

• Independent Directors, excluding those with conflicts, led negotiations and recommend voting in favor of the scheme.