Brickworks (BKW) Scheme Meeting 2025 summary

Opening remarks and agenda

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

• Quorum confirmed, meeting adjourned and reconvened as per agenda, with introductions of board, executive team, and key directors.

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

Board and executive committee updates

• Independent Board Committee led negotiations for the proposed combination, excluding directors with conflicts.

• Board unanimously recommends shareholders vote in favor of the share scheme, citing value creation and growth.

• Proposed appointment of Todd Barlow, current MD & CEO of Soul Patts, as MD & CEO of Topco following the combination.

• Independent Board Committee and Soul Patts Board both recommended shareholders vote in favor of the FY26 LTI grant to Mr Barlow.

Strategic initiatives and plans

• Proposed combination of Brickworks and Soul Patts under Topco aims to eliminate cross-shareholding and simplify structure, forming a $16.9 billion ASX-listed company.

• Topco to raise AUD 1.4 billion via new share issuance to fund growth, pay down debt, and cover transaction costs.

• Brickworks shareholders to receive 0.82 Topco shares per Brickworks share, implying a value of AUD 36.33 per share.

• Implementation timeline includes court approval, ASX listing, and share allocation, with completion expected by 23 September 2025.

• The new structure aims to deliver enduring value and increased scale for shareholders.