Sigma Healthcare Ltd · ASX:SIG
Sigma Healthcare — Shareholder Meeting (January 2025)
39 slides from Sigma Healthcare's shareholder meeting presentation, Jan 29, 2025
Slide 1: Merger with Chemist Warehouse – Chairman's address and presentation for General Meeting
ASX Release Sigma Healthcare Limited ABN 15 088 417 403 ASX code: SIG Level 6, 2125 Dandenong Road Clayton VIC 3168 Australia T 1800 500 760 T +61 (03) 9215 9215 F +61 (03) 9215 9188 29 January 2025 sigmahealthcare.com.au Merger with Chemist Warehouse – Chairman’s address and presentation for Genera
Slide 2: Chairman's address
ASX Release Sigma Healthcare Limited ABN 15 088 417 403 ASX code: SIG Level 6, 2125 Dandenong Road Clayton VIC 3168 Australia T 1800 500 760 T +61 (03) 9215 9215 F +61 (03) 9215 9188 sigmahealthcare.com.au 29 January 2025 Chairman’s address For personal use only Welcome everyone. I am Michael Sammel
Slide 3: Merger proposal (Chairman's address)
I would also like to welcome Mario Verrocchi, Jack Gance, Damien Gance and Danielle Di Pilla, who are the four Chemist Warehouse nominees proposed to join the Sigma Board. MERGER PROPOSAL Before we move on to the Formal Resolutions for the meeting, I would like to cover a few matters relating to the
Slide 4: Merger benefits and cost synergies
The proposed merger will create a leading Australian retail pharmacy franchisor and a full-line pharmaceutical wholesaler and distributor with a wide range of growth opportunities, both within Australia and Internationally. And the complementary nature of both businesses creates a unique opportunity
Slide 5: Governance committees and questions received
Importantly for shareholders, in recognition of the importance of governance over related party transactions, we have established a new Independent Board Committee for the anticipated types of related party transactions, which I will personally chair with Annette and Neville as members. I will provi
Slide 6: Resolutions and related party arrangements
The parties have worked constructively to ensure there is a robust governance framework in place to support the related party transactions that currently exist in the Chemist Warehouse business and those related party transactions that are likely to arise. Importantly the Sigma Independent Expert’s
Slide 7: Related party IBC and working group
RELATED PARTY IBC AND RELATED PARTY WORKING GROUP The Related Party Governance Framework has been developed to establish a clear operating model moving forward to manage and govern existing and future related party transactions. The key components of the Related Party Governance Framework include: F
Slide 8: Financial assistance and director appointments
FINANCIAL ASSISTANCE Resolution 4 seeks approval of the Sigma Shareholders, pursuant to section 260B(2) of the Corporations Act, for financial assistance which is to be provided by some or all of the Chemist Warehouse Group Members as part of their integration into the merged group’s financing arran
Slide 9: Election of Damien Gance and Danielle Di Pilla
Damien is a qualified pharmacist who joined My Chemist in 1998, and in June 2000, Damien became the first Chemist Warehouse Franchisee. Damien is currently the Chief Commercial Officer of Chemist Warehouse and has played an integral role through the merger negotiations. All Sigma Directors have vote
Slide 10: Performance rights cancellation and changes
o 25% of the LTI Rights (being the original service-based component of the grant) lapse upon Implementation and are replaced by a deferred cash bonus of equivalent value that will be paid, subject to continued employment, on 31 January 2026. o 37.5% of the LTI Rights lapse upon Implementation and ar
Slide 11: Extraordinary General Meeting January 2025
Extraordinary General Meeting For personal use only 29 January 2025 Sigma Healthcare Limited ABN 15 088 417 403 Sigma Healthcare Limited
Slide 12: Michael Sammells, Chairman of Sigma
For personal use only Michael Sammells Chairman of Sigma Sigma Healthcare Limited Extraordinary General Meeting
Slide 13: Sigma Board - Current
Sigma Board - Current For personal use only Michael Sammells Vikesh Ramsunder Kathryn (Kate) Spargo Neville Mitchell Independent Chief Executive Officer Independent Independent Non-Executive Chairman and Managing Director Non-Executive Director Non-Executive Director Annette Carey Dr Christopher (Ch
Slide 14: Merger proposal
For personal use only Merger proposal Sigma Healthcare Limited Extraordinary General Meeting
Slide 15: Transformational merger proposal
Transformational merger proposal The proposed merger between Chemist Warehouse Group (CWG) and Sigma Healthcare Ltd (Sigma) will create a leading Australian retail pharmacy franchisor and full-line pharmaceutical wholesaler (Merged Group), enhancing the group's ability to support growth and competit
Slide 16: Advantages of the Transaction
Advantages of the Transaction The Transaction will create a leading Australian retail pharmacy franchisor and a full-line pharmaceutical wholesaler and distributor ✓ with diversified and scaled operations and earnings base For personal use only The Sigma Directors believe the Transaction has the pot
Slide 17: Proposed Sigma Board of Directors – post implementation
Proposed Sigma Board of Directors – post implementation For personal use only Michael Sammells Vikesh Ramsunder Dr Christopher (Chris) Roberts AO Annette Carey Neville Mitchell Independent Non-Executive Chief Executive Officer & Independent Independent Independent Chairman Managing Director Non-Exec
Slide 18: Proposed Merged Group Board and Committee Composition
Proposed Merged Group Board and Committee Composition Independent Board Risk, Nomination and Committee for Compliance and For personal use only Director Role Independent Audit Committee Remuneration Related Party Sustainability Committee Transactions Committee Michael Sammells Chair Yes Chair Member
Slide 19: Formal Business
For personal use only Formal Business Sigma Healthcare Limited Extraordinary General Meeting
Slide 20: Questions received in advance of the meeting
Questions received in advance of the meeting For personal use only 1. Will we face any problems adhering to the agreement with the ACCC? 2. What will be the name of the listed company and what happens to our existing shares? 3. What do lease liabilities total and what is our future policy position o
Slide 21: Resolutions
Resolutions For personal use only 1. Significant Change Approval 7. Election of Mr Damien Gance as a Sigma Director 2. Placement Capacity Approval 8. Election of Ms Danielle Di Pilla as a Sigma Director 3. Related Party Arrangements Approval Increase in the non-executive Sigma Director fee 9. pool 4
Slide 22: Resolution – Significant Change Approval
Resolution 1 – Significant Change Approval For personal use only To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, subject to Implementation occurring and for the purpose of Listing Rule 11.1.2 and for all other purposes, approval is given for Sigma
Slide 23: Resolution – Placement Capacity Approval
Resolution 2 – Placement Capacity Approval For personal use only To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, subject to Implementation occurring and for the purpose of Listing Rule 7.1 and for all other purposes, approval is given for Sigma to
Slide 24: Resolution – Related Party Arrangements Approval
Resolution 3 – Related Party Arrangements Approval For personal use only To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, subject to Implementation occurring, for the purposes of ASX Listing Rule 10.1 and for all other purposes (other than for the p
Slide 25: Related Party IBC and Related Party Working Group Overview
Related Party IBC and Related Party Working Group Overview • Negotiate and enter into Future Related Party Dealings For personal use only Related Party • Renew and amend Existing Related Party Independent Arrangements and Future Related Party Board Dealings Committee • Ensure that, at all times, the
Slide 26: Related Party Manual Principles
Related Party Manual Principles In administering the related party arrangements, interpreting the Related Party Manual and making any For personal use only decision in relation to a related party arrangement, the Sigma Board, the IBC and the Related Party Working Group are bound to consider these pr
Slide 27: Independent Expert's Report (IER)
Independent Expert’s Report (IER) • Andrea De Cian and Jannaya James, both Directors of Grant Thornton, For personal use only were appointed as the Sigma Independent Experts • The IER appears at pages 235 to 304 of the Notice of Meeting • Appointment was to satisfy one of the conditions precedent of
Slide 28: Approval of Existing Related Party Arrangements and Future Dealings (Background)
Resolution 3 – Approval of the Existing Related Party Arrangements and Future Related Party Dealings (Background) • For personal use only Resolution 3 is a single resolution which covers all the Existing Related Party Arrangements and Future Related Party Dealings of all the Related Parties. The Exi
Slide 29: Resolution – Financial Assistance Approval
Resolution 4 – Financial Assistance Approval To consider and, if thought fit, to pass the following For personal use only resolution as a special resolution: “That, subject to Implementation occurring and for the purposes of section 260B(2) of the Corporations Act, approval is given for: • the Finan
Slide 30: Resolution – Election of Mr Jack Gance as a Sigma Director
Resolution 5 – Election of Mr Jack Gance as a Sigma Director For personal use only To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, subject to Implementation occurring and with effect from the Implementation Date and for the purpose of rule 3.4 of t
Slide 31: Resolution – Election of Mr Mario Verrocchi as a Sigma Director
Resolution 6 – Election of Mr Mario Verrocchi as a Sigma Director For personal use only To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, subject to Implementation occurring and with effect from the Implementation Date and for the purpose of rule 3.4
Slide 32: Resolution – Election of Mr Damien Gance as a Sigma Director
Resolution 7 – Election of Mr Damien Gance as a Sigma Director For personal use only To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, subject to Implementation occurring and with effect from the Implementation Date and for the purpose of rule 3.4 of
Slide 33: Resolution – Election of Ms Danielle Di Pilla as a Sigma Director
Resolution 8 – Election of Ms Danielle Di Pilla as a Sigma Director For personal use only To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, subject to Implementation occurring and with effect from the Implementation Date and for the purpose of rule 3
Slide 34: Resolution – Increase in non-executive Sigma Director fee pool
Resolution 9 – Increase in non-executive Sigma Director fee pool For personal use only To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, subject to Implementation occurring and pursuant to and in accordance with Listing Rule 10.17, Rule 10.2 of the S
Slide 35: Cancellation of and Changes to existing performance rights
Resolution 10 and 11 – Cancellation of and Changes to existing performance rights In relation to the 2023 Executive Equity Grant Plan, the For personal use only Board has made the following decision to both reward and retain our management: o 25% of the LTI Rights (being the original service- based
Slide 36: Resolution – Cancellation of Performance Rights
Resolution 10 – Cancellation of Performance Rights For personal use only To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, subject to Implementation occurring and the passing of resolution 11, under and for the purposes of ASX Listing Rules 6.23.2 an
Slide 37: Resolution – Changes to existing Performance Rights
Resolution 11 – Changes to existing Performance Rights For personal use only To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, subject to Implementation occurring and the passing of resolution 10, under and for the purposes of ASX Listing Rules 6.23.
Slide 38: Sigma Healthcare Limited
For personal use only Sigma Healthcare Limited
Slide 39: Disclaimer
Disclaimer The information contained in this presentation about Sigma Healthcare Limited and its subsidiaries (Sigma) is designed to provide a high-level explanation of, and information about, the Transaction and the Resolutions to be considered at the meeting of Sigma Shareholders held on 29 Januar
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