WHSP Holdings (SOL) Scheme meeting 2025 summary

Opening remarks and agenda

• Meeting opened with a welcome to shareholders, both in-person and online, outlining the agenda to vote on the transformational proposal to combine with Brickworks, remove a 56-year cross-shareholding, and simplify the structure.

• The scheme meeting was convened following a Supreme Court order, with the purpose to vote on the proposed combination with Brickworks and approve performance rights for the proposed Managing Director & CEO of Topco.

• The general meeting was adjourned until the scheme meeting concluded to ensure full participation.

• Meeting convened to discuss the SOL Share Scheme, with eligibility and voting procedures outlined for shareholders attending in person or by proxy.

Board and executive committee updates

• Board members, including the longstanding Chairman and new directors, were introduced, highlighting continuity, experience, and a mix of tenure, independence, and skills for effective governance.

• The proposed Topco board will have eight non-executive directors (seven independent) and one executive director, with Todd Barlow as Managing Director & CEO and Robert Millner AO as Chairman.

• The board has considered director tenure, independence, and capacity to ensure stable governance during the transition.

• Chairman's address and a formal presentation were scheduled as part of the meeting, with board authorization for the release of the announcement.

Shareholder proposals

• Shareholders were asked to approve the combination with Brickworks and a grant of performance rights to the proposed Managing Director and CEO for FY2026.

• The Topco Rights Plan and remuneration framework remain consistent with historical practices, with a significant proportion of remuneration at risk.