BWP GROUP — AGM Information 2025

Jul 27, 2025

Extraordinary General Meeting

BWP Internalisation

BWP and Bunnings lease reset and capital investment

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28 July 2025

Evacuation Diagram

EXTRAORDINARY GENERAL MEETING

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2

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Tony Howarth Non-Executive Chairman BWP Management Limited

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Acknowledgement of Country

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We acknowledge the Traditional
Owners of Country throughout
Australia and their continuing
connection to lands and waterways
upon which we depend. We pay our
respects to their Elders, past,
present, and emerging.
PHOTO:
HANS WISMEIJER
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4 EXTRAORDINARY GENERAL MEETING

Agenda

1. Chairman’s introduction

2. Managing Director’s presentation

3. Formal business

4. Questions

5. Proxy voting results

6. Voting procedures

7. Meeting close

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5 EXTRAORDINARY GENERAL MEETING

Why has this meeting been convened?

• To Consider the Proposed Transaction and the resolutions required to implement that Proposed Transaction

• All BWP unitholders were sent a notice of meeting, explanatory memorandum and prospectus ( Meeting Booklet ), dated 27 June 2025 which describes both the Proposed Transaction and the resolutions to be voted on to implement the Proposed Transaction, including:

Resolution 1 - General approval of Proposed Transaction and related party arrangements

Resolution 2 - Approval of employee incentive plan

Resolution 3 - Amendments to existing BWP Trust constitution

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6 EXTRAORDINARY GENERAL MEETING

Conditions precedent

• BWP financier consents have been received

• ASX has decided to admit BWP Property Group to official list of ASX, subject to the satisfaction of conditions

• It is expected these conditions will be satisfied by 30 July 2025

• The remaining conditions are:

• The investor approvals being sought at this meeting

• Conditions that cannot be formally satisfied until after investor approval, including relating to ASX and ASIC waivers

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7 EXTRAORDINARY GENERAL MEETING

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Mark Scatena Howarth Managing Director BWP Management Limited

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Proposed Transaction – three key components

Board recommended transaction, aligned to BWP’s strategic pillars of portfolio optimisation and profitable growth, with significant benefits to Unitholders

On 27 June 2025, BWP Management Limited ( BWPM ) as responsible entity for BWP Trust ( BWP ) and Wesfarmers Limited ( Wesfarmers ) signed an Implementation Deed to enable a proposal to be put to BWP Unitholders comprising three components, collectively the Proposed Transaction :

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Lease Reset and Capital Expenditure
1 Internalisation 2 3
Extension Commitments [1]
Creating an independent platform Long-term commitment on Securing future growth and
with the potential for future growth Bunnings lease portfolio portfolio quality
 Independent, aligned  Certainty of income and  Store expansion
tenant covenant
 Reduced cost of capital  Network upgrade
 Platform for future growth  Materially longer WALE,  Increased asset life
operational efficiencies
 Immediately accretive to and valuation uplift  Increased collaboration
distributions with Bunnings
 Alignment with Bunnings
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• The Non-Executive Directors unanimously recommend the Proposed Transaction

• The Independent Expert has concluded that the Proposed Transaction is fair and reasonable and in the best interests of BWP Unitholders not associated with Wesfarmers

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1. Capital Expenditure Commitments are subject to development approvals, board approvals and completion of legal documentation

2. 9 EXTRAORDINARY GENERAL MEETING

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1
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Internalisation

Creating an independent platform for growth

Current corporate structure (prior to Proposed Transaction)

• BWP to pay $142.6m to Wesfarmers (the Internalisation Purchase Price ) to internalise the management functions of BWPM, reflecting a multiple of 10.6x BWPM’s forecast FY26 EBIT of $13.4m

• Internalisation Purchase Price comprises $100.0m[1] in cash funded via the drawdown of existing debt facilities ( Cash Consideration ) and 10.9m BWP stapled securities issued at $3.92[2] ($42.6m)

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Other
unitholders
BWP
BWP Trust
Management
(ASX:BWP)
Limited
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• Proposed Transaction is forecast to be immediately accretive to distributions, with 2.0% accretion for FY26F[3] (2.3% accretive on a pro forma full-year basis[ 3,4] )

• BWP and Wesfarmers have entered into a Cooperation and Services Agreement ( CASA ) to govern the transitional relationship between BWP and Wesfarmers for a maximum period of five years following implementation of the Proposed Transaction

• Wesfarmers’ holding in BWP will increase from 22.3% to 23.5% as part of the Proposed Transaction

Future Corporate structure (post Proposed Transaction)

Other Stapled Securityholders Under the CASA Wesfarmers will provide support as required to enable BWP Property Group a smooth transition (ASX:BWP, stapled securities) to an independent BWP BWP Property BWP Trust Group Limited

1. Cash consideration to Wesfarmers adjusted for net working capital and employee liabilities assumed is $97.4 million

2. Reflecting BWP’s 31 December 2024 net tangible assets (NTA) per unit

3. Includes $5.6m of capital profits released, consistent with BWP’s estimate should the Proposed Transaction not be implemented

4. Pro forma full-year basis assumes the Proposed Transaction was implemented on 1 July 2025

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10 EXTRAORDINARY GENERAL MEETING

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2
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Lease Reset and Extension

Material WALE extension secures the Bunnings tenant covenant and drives valuation uplift

• 62 Bunnings Leases are to be reset and extended, with:

• leases to be materially extended, increasing BWP’s portfolio WALE from 4.4 years to 8.0 years[1] and BWP’s Bunnings WALE from 4.6 years to 9.5 years[1]

Lease reset

62 leases, reflecting all ongoing leases between BWP and Bunnings, to be reset[3]

• Option tenure reset to have between four and eight option periods of six years each

• Market rent reviews at the exercise of the first option and every second option thereafter, with a 10% cap/collar

Term certain extension

Term certain lengths between five years to 10 years for all 62 leases (WALE 9.5 years[4] )

• The Lease Reset and Extension, in particular the longer term certain, is expected to have an uplift to property valuations

• Estimated portfolio valuation uplift of $49.9 million reflecting an 8 basis point compression in BWP’s weighted average capitalisation rate to 5.35%[2]

Option tenure

All 62 leases have between four to eight renewal options of six years each

1. As at 31 December 2024, allowing for the agreed lease extensions to commence at the next anniversary of each current Bunnings Lease, except for the Chadstone lease which will commence at Implementation 2. Estimated valuation uplift is based on management’s assessment of comparable evidence of capitalisation rate movements. This assessment has been validated by an independent opinion from JLL, included in the Meeting Booklet lodged with the ASX on 27 June 2025. This estimated valuation uplift is separate to the 30 June 2025 draft valuation update disclosed by BWP to the ASX on 27 June 2025

2. Rocklea, Wagga Wagga and Geraldton have been excluded following Bunnings’ notification of its intention to vacate these stores

3. WALE on Bunnings leases only as at 31 December 2024

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11 EXTRAORDINARY GENERAL MEETING

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Capital Expenditure Commitments Securing future growth and ensuring portfolio quality

> Store expansion capital expenditure

• BWP and Bunnings have agreed to undertake store upgrades at five Bunnings sites

Store expansion capital expenditure

• Works to commence within three years of the implementation of the Proposed Transaction

• BWP has agreed to fund $56 million of development capital expenditure at a funding rate equal to the five-year swap rate plus 200 basis points

> Network upgrade capital expenditure

• BWP and Bunnings have each committed to fund $15 million ($30 million in total) of network upgrade capital expenditure to deliver asset enhancements and upgrades across several of BWP’s ageing assets

• Works are to upgrade ageing Bunnings sites to extend their useful life

$56m Additional 5 Committed future rent Properties

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Network upgrade capital expenditure
$30m Jointly Targeted
funded
Committed spend
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• Upgrades to be completed within five years of Implementation

• Capital Expenditure Commitments are subject to development and board approvals and the completion of legal documentation

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12 EXTRAORDINARY GENERAL MEETING

Governance post transaction

Enhanced governance with Related Party Governance Framework to govern Future Related Party Dealings, enhanced disclosure, and introduction of AGMs

Governance Framework and Reporting

Accountability and Investor Rights

• BWP’s Related Party Governance Framework will govern the process and terms on Future Related Party Dealings

• Governance changes to enhance accountability, transparency and investor rights :

• BWP can only enter a Future Related Party Dealing where BWP believes it is in the best interests of Non-Associated Unitholders

• Ensures terms between the parties are on the same terms as an equivalent arrangement with an unrelated third-party

• Annual Report will disclose terms of any Future Related Party Dealings

• All directors will continue, with external directors considered as independent under Corporate Governance Principles and Recommendations (4th edition)

• BWP will directly employ and incentivise management

• Unitholders gain voting rights on director appointments, reelections, and the remuneration report

• BWP’s first AGM expected within 18 months after BWP Property Group’s registration

• Wesfarmers is entitled to appoint its own nominee to the Board, provided its interests exceed 15%

• Should Wesfarmers appoint a nominee, there will be nominee protocols in place to address conflicts of interests at Board meetings

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13 EXTRAORDINARY GENERAL MEETING

Proposed Transaction – benefits for BWP unitholders

The Proposed Transaction aligns with BWP’s objective of providing Unitholders with a secure and growing income stream and capital growth through selective acquisitions and development opportunities

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Income and covenant certainty Lowering cost of doing business

• Increased certainty over future rent

• Removing the management fee payable to Wesfarmers[3] and the internalisation of operating expenses will reduce BWP’s cost of doing business

• Securing high quality covenant with Bunnings

• WALE increase from 4.4 years to doing business 8.0 years[1] , with Bunnings WALE > Cost reduction is expected to more than doubling from 4.6 years improve BWP’s cost of capital and

• to 9.5 years[1] increase BWP’s ability to bid

• $56 million store expansion Capital competitively on potential investments

• $56 million store expansion Capital Expenditure Commitment to be rentalised[2]

• New acquisitions should not require a material increase in internal management costs or require payment of a management fee

Platform for growth Accretive to DPS

• Continuity of Board and senior management team

  • Proposed Transaction is forecast to be 2.0% accretive to FY26 DPS[4]

    • (2.3% accretive on a pro forma fullyear basis[4,5] )

• Potential for diversified and incremental income streams

• Allowing for the expected

• Corporate governance benefits and implementation of the Proposed

• investor alignment. Unitholders will Transaction, BWPs distribution

• be able to vote on election of forecast for FY26 is 19.41 cents per

• directors and remuneration Stapled Security[4 ] (a 4.1% increase

• structure and pay outcomes on forecast FY25 distributio ~~n)~~

• CASA provides framework to support transition to an internalised entity

• Proposed Transaction may drive demand for and liquidity in BWP securities

• As at 31 December 2024, allowing for the agreed lease extensions to commence at the next anniversary of each current Bunnings Lease, except for the Chadstone lease which will commence at Implementation

• Capital Expenditure Commitments are subject to development approvals, board approvals and completion of legal documentation

• As the current ultimate holding company of the BWP Management Entities

• Includes $5.6m of capital profits released, consistent with BWP’s estimate should the Proposed Transaction not be implemented

• Assuming the Proposed Transaction were to be implemented on 1 July 2025

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14 EXTRAORDINARY GENERAL MEETING

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Tony Howarth Non-Executive Chairman BWP Management Limited

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Proposed Transaction approval process

Resolutions will be put to BWP unitholders to approve the transaction

Proposal

Resolutions upon which BWP unitholders will vote

Implementation Deed – Executed with Wesfarmers with three elements:

RESOLUTION 1 - GENERAL APPROVAL OF PROPOSAL AND RELATED PARTY ARRANGEMENTS

1. Internalisation of the management functions of BWP

(Internalisation);

1. Resetting and extending terms of Bunnings Leases within the BWP portfolio (Lease Reset and Extension); and

2. Capital expenditure commitments for store expansions and upgrades at certain Bunnings sites within the BWP portfolio (Capital Expenditure Commitments)

3. Internalisation;

4. Lease Reset and Extension;

5. Capital Expenditure Commitments; and

6. Future Related Party Dealings.

RESOLUTION 2 - APPROVAL OF EMPLOYEE INCENTIVE PLAN

RESOLUTION 3 - AMENDMENT TO EXISTING BWP TRUST CONSTITUTION

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16 EXTRAORDINARY GENERAL MEETING

Resolution 1

• Resolution 1 - General approval of Proposed Transaction and related party arrangements

• To consider, and if thought fit, pass the following resolution as an ordinary resolution: That the Proposed Transaction be approved and for the purposes of Listing Rule 10.1 and for all other purposes, the:

• Internalisation;

• Lease Reset and Extension;

• Capital Expenditure Commitments; and

• Future Related Party Dealings,

• be approved and BWPM (as responsible entity of the BWP Trust) and BWP Property Group, and each of their directors and officers, be authorised to do all things which they consider necessary, desirable or reasonably incidental to give effect to the relevant transactions.

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17 EXTRAORDINARY GENERAL MEETING

Resolution 2

• Resolution 2 - Approval of employee incentive plan

• To consider, and if thought fit, pass the following resolution as an ordinary resolution: That, for the purposes of Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval be given for BWPM (as responsible entity of the BWP Trust) to adopt the Employee Incentive Plan as described in the Explanatory Memorandum and Prospectus, and for BWPM (as responsible entity of the BWP Trust) to issue securities thereunder on the terms set out in the Explanatory Memorandum and Prospectus.

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18 EXTRAORDINARY GENERAL MEETING

Resolution 3

• Resolution 3 - Amendments to existing BWP Trust constitution

• To consider, and if thought fit, pass the following resolution as a special resolution: That pursuant to section 601GC(1)(a) of the Corporations Act, the Existing BWP Trust Constitution be amended as set out in the Explanatory Memorandum, and that the New BWP Trust Constitution be approved and adopted as the constitution of the BWP Trust in substitution for and to the exclusion of, the Existing BWP Trust Constitution with immediate effect, and the proportional takeover provisions in clause 14 of the New BWP Trust Constitution be approved for a period of three years from the date of the Meeting.

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19 EXTRAORDINARY GENERAL MEETING

Questions

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Pakenham (VIC)
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20 EXTRAORDINARY GENERAL MEETING

Proxy voting results

Vote type	Resolution 1	Resolution 1	Resolution 2	Resolution 2	Resolution 3	Resolution 3
	Number of votes	% of eligible votes cast	Number of votes	% of eligible votes cast	Number of votes	% of eligible votes cast
For	232,642,591	97.72	383,117,321	96.44	392,201,710	98.64
Against	1,383,987	0.58	9,977,856	2.51	1,351,124	0.34
Open	4,052,397	1.70	4,172,397	1.05	4,055,223	1.02

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21 EXTRAORDINARY GENERAL MEETING

Voting procedures

1 Voting

• All resolutions will now go to a poll

• On a poll, each unitholder has one vote for each Unit they hold in the BWP Trust

• The persons entitled to vote on the poll are all unitholders, representatives and attorneys of unitholders, and proxyholders who hold GREEN admission cards

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22 EXTRAORDINARY GENERAL MEETING

Thank you

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