• Caterpillar to acquire 100% of RPM's fully diluted share capital via a Scheme of Arrangement
• RPM shareholders to receive $5.00 cash per share, representing a 32.6% premium to last closing price
• RPM Board unanimously recommends shareholders vote in favour of the Scheme

RPMGlobal Holdings Limited (ASX: RUL) has entered into a Scheme Implementation Deed with Caterpillar Inc. (Caterpillar) pursuant to which Caterpillar (or its wholly owned subsidiary) will acquire 100% of the fully diluted share capital in RPM by way of a Scheme of Arrangement (Scheme). Under the terms of the Scheme, RPM shareholders will be entitled to receive $5.00 cash per share, which represents a premium of 32.6% to RPM's closing price of $3.77 per share on 28 August 2025, being the last trading day before the announcement of Caterpillar's non-binding, conditional and indicative proposal. The Scheme represents the culmination of an extensive and meaningful period of engagement between RPM and Caterpillar. The RPM Board unanimously recommend that RPM shareholders vote in favour of the Scheme, in the absence of a Superior Proposal (as defined in the Scheme Implementation Deed), and subject to the Independent Expert concluding, and continuing to conclude, that the Scheme is in the best interests of RPM shareholders. Implementation of the Scheme is subject to regulatory approvals from the Foreign Investment Review Board (FIRB) and the Australian Competition and Consumer Commission (ACCC), and other customary conditions, including RPM shareholder approval, Court approval, and there being no Material Adverse Change.

Caterpillar's global scale, resources, and reputation for innovation will enable RPM's products and people to reach new heights, while ensuring RPM's customers continue to receive the same high-quality service and support they rely on.