Magellan Financial Group (MFG) investor relations material

Deal rationale and strategic fit

• Merger creates a diversified Australian financial services group with $45bn in AUM, combining investment management, capital markets, advisory, equities, research, fixed income, and private capital capabilities for greater scale and resilience.

• Accelerates execution of a strategy focused on business diversification, resilience, and client-centricity, with a strong balance sheet to support growth.

• Builds on a long-term partnership culture, proven organic growth, and aims to retain and attract top talent.

• Leverages complementary strengths: global distribution, origination, and advisory expertise.

• Aims to improve transparency and market understanding of the combined group's value.

Financial terms and conditions

• Implied value for Barrenjoey is A$1,616 million (100% equity value); MFG acquires all outstanding capital not already owned, with total consideration for shares to be acquired at A$903 million.

• Transaction structured as a scrip-for-scrip deal; Barrenjoey shareholders receive 106,838,520 new MFG shares, subject to shareholder approval.

• MFG to acquire an incremental ~10% stake from Barclays for $148.9 million, funded via a $130 million institutional placement and $20 million SPP at $8.45/share.

• Transaction multiple is 15.0x LTM P/E pre-synergies, reducing to 14.5x post-synergies.

• Post-merger, MFG shareholders will own 58.2%, Barrenjoey shareholders 31.7%, Barclays 4.9%, and placement shareholders 5.3%.

Synergies and expected cost savings

• Quantified post-tax cost synergies of approximately AUD 4 million, mainly from premises, technology, and procurement.

• Synergies expected from operational efficiencies and removal of legacy arrangements.

• Limited operational overlap; synergy focus is not the primary driver.

• Merger expected to deliver attractive returns on capital and position the group for continued expansion.