• Proposed combination of Brickworks and Soul Patts under a newly established ASX-listed company, Topco
• Brickworks Independent Directors unanimously recommend shareholders vote in favour of the scheme
• Independent Expert concludes the scheme is fair and reasonable, and in the best interests of Brickworks shareholders

Brickworks Limited is holding a shareholder meeting today to vote on a scheme of arrangement which, if approved, would result in the combination of Brickworks and Washington H. Soul Pattinson and Company Limited (Soul Patts) under a newly established ASX-listed company, Topco. The Brickworks Independent Directors have unanimously recommended that Brickworks shareholders vote in favour of the scheme, in the absence of a superior proposal, and subject to the Independent Expert continuing to conclude that the scheme is in the best interests of Brickworks shareholders. The Independent Expert has concluded that the scheme is fair and reasonable, and in the best interests of Brickworks shareholders, in the absence of a superior proposal. The scheme remains subject to various conditions precedent, including approval by the required majorities of Brickworks and Soul Patts shareholders, as well as approval by the Supreme Court of New South Wales. If the scheme is approved and implemented, Brickworks shareholders (other than ineligible foreign shareholders) will receive 0.82 Topco shares for each Brickworks share held. The proposed combination is expected to deliver value creation and growth opportunities for Brickworks shareholders through significantly increased scale and a simplified company structure by removing the Brickworks and Soul Patts cross shareholding.