Washington H. Soul Pattinson And Company Limited · ASX:SOL
Washington H. Soul Pattinson And — Merger or Acquisition (September 2025)
25 slides from Washington H. Soul Pattinson And's merger presentation, Sep 10, 2025
Slide 1: SOL Share Scheme Meeting – Chairman's Address and Presentation
Level 14 151 Clarence Street Sydney NSW 2000 Australia GPO Box 5015 Sydney NSW 2001 +61 2 9210 7070 info@SoulPatts.com.au SoulPatts.com.au 10 September 2025 ASX Announcement SOL Share Scheme Meeting – Chairman's Address and Presentation Diversified investment house, Washington H. Soul Pattinson and
Slide 2: About Soul Patts
About Soul Patts Washington H. Soul Pattinson (“Soul Patts”) is an Australian public company that first listed on the Sydney Stock Exchange (now ASX) on 21 January 1903. With origins in owning and operating Australian pharmacies, Soul Patts has since evolved into an investment house with a diversifi
Slide 3: Annexure A – Chairman's Address – SOL Share Scheme Meeting
Annexure A – Chairman's Address – SOL Share Scheme Meeting Washington H. Soul Pattinson and Company Limited ABN 49 000 002 728 Page 3 of 4
Slide 4: Welcome and introduction
SOL SCHEME MEETING ADDRESS – LEAD INDEPENDENT Welcome and introduction [holding slide] Good morning On behalf of the Board, I am pleased to welcome you to the Soul Patts Share Scheme Meeting, to be referred to as the ‘Scheme Meeting’. It is a pleasure to have many of you participating in-person toda
Slide 5: Procedural matters and voting cards
Topco, together with Soul Patts and Brickworks, is therefore seeking shareholder approval today. This is why you would have received two voting cards during registration. The GREEN for the Scheme and BLUE for the General Meeting. The final results of today’s meetings will be released to the ASX and
Slide 6: Proposed Combination: overview
I also confirm that I hold a number of open proxies as Chair of the meeting. As set out in the Notice of Scheme Meeting, I will vote all undirected proxies in favour. Turning now to the proposed Combination. Proposed Combination: overview [slide: A transformative merger] On the 2nd of June 2025, Sou
Slide 7: Board recommendation and market positioning
• We are poised to take advantage of the current market cycle, with property assets supported by tailwinds such as e-commerce growth and the undersupply of housing both here and in North America. • And, as I have mentioned, more financial flexibility means more opportunities to invest. Because this
Slide 8: Conditions and implementation timetable
• the passing the SOL Share Scheme Resolution at this Scheme Meeting by the Required Majorities, being – more than 50% in number of shareholders present and voting, or – at least 75% of the total number of votes cast on the resolution by shareholders; • The Court approving the SOL Share Scheme at th
Slide 9: Questions and voting
Questions [Slide: questions] Moving now to questions. We received a number of shareholder questions in advance of today’s meeting, some of which have been addressed in today’s outline of the proposed Combination. I will now address pre-submitted questions that relate to the Scheme first, before open
Slide 10: Annexure B – SOL Share Scheme Meeting Presentation
Annexure B – SOL Share Scheme Meeting Presentation Washington H. Soul Pattinson and Company Limited ABN 49 000 002 728 Page 4 of 4
Slide 11: SOL Share Scheme Meeting and General Meeting
SOL Share Scheme Meeting and General Meeting 10 September 2025 SoulPatts.com.au
Slide 12: Agenda
Agenda SOL Share Scheme Meeting To approve the scheme of arrangement proposed between Washington H. Soul Pattinson and Company (green voting card) Limited and Brickworks Limited Subject to and conditional upon the SOL Share Scheme General Meeting becoming effective, to approve the grant of performan
Slide 13: SOL Share Scheme Meeting
SOL Share Scheme Meeting ©
Slide 14: A transformative merger
A transformative merger Soul Patts and Brickworks to be merged to create a leading ASX-listed company Current Newly capitalised ASX-listed company to merge both ✓ Soul Patts and Brickworks Topco will be renamed Washington H. Soul Pattinson ✓ and Company Limited and will trade using the ASX ticker SO
Slide 15: Benefits to Soul Patts' shareholders
Benefits to Soul Patts’ shareholders SOL Board unanimously recommends the proposed Combination Attractive ▪ Generate pre- and post-tax NAV accretion (on a per share basis) for SOL shareholders financial ▪ Deliver accretion to Net Cash Flow from Investments (on a per share basis) outcomes Portfolio ▪
Slide 16: Proposed Board of Directors
Proposed Board of Directors • Appropriate mix of Director tenure, independence, skill and capacity to effectively govern Topco • Ensures Topco governance framework is consistent and Robert Millner AO Todd Barlow David Baxby stable during the transition and Chairman Managing Director & CEO Lead Indep
Slide 17: SOL Independent Expert's conclusion
SOL Independent Expert’s conclusion • The SOL Independent Expert has concluded that the SOL Share Scheme is in the best interests of SOL Shareholders. • The SOL Independent Expert has concluded that the advantages of the proposed Combination outweigh the disadvantages from the perspective of SOL Sha
Slide 18: Conditions precedent
Conditions precedent “You should note that the SOL Share Scheme is subject to the Conditions Precedent which includes, among other things, the condition that the BKW Share Scheme is also approved by the Required Majorities of BKW Shareholders and the Court.” 8
Slide 19: Implementation timetable
Implementation timetable If approved by required majorities, indicative timetable for implementing SOL Share Scheme Event Date and time (AEST) Effective Date last day of trading in SOL Shares on ASX Monday, 15 September 2025 BKW Share Scheme becomes Effective Monday, 15 September 2025 SOL Share Sche
Slide 20: Formal business
Formal business (green voting card)
Slide 21: Resolution – Approval of SOL Share Scheme
Resolution – Approval of SOL Share Scheme “That, pursuant to and in accordance with section 411 of the Corporations Act: a) the members agree to and approve the scheme of arrangement proposed between Washington H. Soul Pattinson and Company Limited and the holders of its fully paid ordinary shares (
Slide 22: Proxy voting
Proxy voting Number of % of Number of SOL % of SOL votes cast votes cast shareholders shareholders For 119,325,784 89.84% 3,372 86.64% Open1 3,235,186 2.43% 395 10.15% Against: 10,276,617 7.73% 125 3.21% Total 132,837,587 100.00% 3,892 100.00% Abstain2 316,890 49 Requisite Majorities for resolution
Slide 23: Questions
Questions
Slide 24: Thank you
Thank you For more information please contact: info@soulpatts.com.au SoulPatts.com.au
Slide 25: Disclaimer
Disclaimer This document has been prepared by Washington H. Soul Pattinson (‘Soul Patts’). All information contained in this document (including this notice) (‘Information’) is confidential. By receiving the Information you are deemed to agree that you will hold the Information in strict confidence,
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