Sigma Healthcare (SIG) EGM 2025 summary

Opening remarks and agenda

• Meeting opened with acknowledgment of traditional land custodians and confirmation of quorum.

• Convened to consider a transformational merger with Chemist Warehouse Group, with formal business and resolutions outlined for shareholder approval.

• Purpose was to vote on resolutions supporting the merger.

• Voting conducted by poll, with opportunities for questions from both in-person and online attendees.

Specific resolutions to be voted on

• Eleven resolutions included approval of the merger, issuance of new shares, related party arrangements, financial assistance, board appointments, director fee pool increase, and changes to executive equity plans.

• Approval of significant change to Sigma's nature and scale of activities due to the merger.

• Election of Jack Gance, Mario Verrocchi, Damien Gance, and Danielle Di Pilla as directors.

• Resolutions on related party transactions and future dealings required robust governance and independent expert review.

• Resolutions 10 and 11 addressed changes to executive performance rights and their replacement with cash bonuses and vesting conditions.

Board and executive committee updates

• Introduction of current and proposed board members, including Chemist Warehouse nominees.

• Post-merger board to include Michael Sammells (Chair), Vikesh Ramsunder (CEO/MD), Dr Chris Roberts, Annette Carey, Neville Mitchell, Jack Gance, Mario Verrocchi, Damien Gance, and Danielle Di Pilla.

• Board composition post-merger will address diversity and independence over time.

• Independent Board Committee for related party transactions to be chaired by Michael Sammells.

• Retirement of long-serving director Kate Spargo following the transaction.