AstiVita : First Supplementary Target's Statement

ASX Announcement

29 April 2022

Release of AstiVita's First Supplementary Target's Statement

AstiVita Limited (AstiVita or the Company) (ASX: AIR) refers to the recommended off-market takeover bid made by Tamawood Limited (Tamawood) to acquire all of the outstanding issued shares in AstiVita.

AstiVita has served on Tamawood and lodged with Australian Securities and Investments Commission, a first supplementary target's statement along with an updated independent expert's report. A copy of each is attached.

For further enquiries contact:

Rade Dudurovic

Sole Independent Director

AstiVita Limited

E:[e-mail]

This announcement is authorised for release by the Sole Independent Director of AstiVita Limited, Mr Rade Dudurovic.

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION

It should be read in its entirety, together with the Target's Statement dated 8 April 2022 and the Independent Expert's Report accompanying this First Supplementary Target's Statement. If you do not understand it or

are in doubt as to its contents or how to act, please contact your professional adviser immediately.

FIRST SUPPLEMENTARY TARGET'S

STATEMENT

This document is the First Supplementary Target's Statement under section 644 of the Corporations Act

2001 (Cth) (First Supplementary Target's Statement) to the Target's Statement dated 8 April 2022 (Target's Statement) issued by AstiVita Limited ACN 139 461 733. This First Supplementary Target's

Statement is dated 28 April 2022.

LEGAL ADVISER

INTRODUCTION

This First Supplementary Target's Statement is issued by AstiVita Limited (Target or AstiVita) in relation to the off-market takeover offer to acquire all the shares in AstiVita by Tamawood Limited ACN 010 954 499 (Bidder or Tamawood). A copy of this First Supplementary Target's Statement has been lodged with ASIC on 28 April 2022. Neither ASIC nor any of its officers take any responsibility for the contents of this First

Supplementary Target's Statement.

This document supplements, and should be read together with, both the Target's Statement lodged with the Australian Securities and Investments Commission (ASIC) on 8 April 2022 (Target's Statement) and the accompanying Independent Expert's Report lodged with ASIC. This First Supplementary Target's Statement prevails to the extent of any inconsistency with the Target's Statement, and the updated Independent Expert's Report accompanying it, prevails to the extent of any inconsistency with the Independent Expert's Report accompanying the Target's Statement lodged with ASIC on 8 April 2022.

Unless the context requires otherwise, terms defined in the Target's Statement have the same meaning in this First Supplementary Target's Statement. In addition, this First Supplementary Target's Statement uses the same headings, subheadings and numbering as is used in the Target's Statement.

INDEPENDENT DIRECTOR'S LETTER

The Independent Director has noted in the Target's Statement that AstiVita will not solicit any other offers, discussions and negotiations.1 Nevertheless, this obligation is subject to the fiduciary duties of the Board and the Independent Director as referred to in clause 6.3 of the Bid Implementation Agreement.

In summary clause 6.3 provides that neither AstiVita, the Board nor the Independent Director will be restricted from taking or refusing to take any action with respect to a bona fide Competing Transaction or a proposed or potential bona fide Competing Transaction, if either has determined that:

• (a) the Competing Transaction is or is likely to be a Superior Offer; and

• (b) acting in good faith and after having taken advice from external legal advisers, failing to take that action or refusing to take that action would likely constitute a breach of fiduciary duties or statutory obligations of any AstiVita Director.

For these purposes 'Competing Transaction' is defined to mean an expression of interest, proposal, offer or transaction which if completed substantially in accordance with its terms would mean that a person other than Tamawood or its Related Bodies Corporate would:

• (a) directly or indirectly acquire relevant interest in 20% or more of AstiVita Shares, voting power, or all or a substantial part of AstiVita's business;

• (b) acquire control of AstiVita within the meaning of section 50AA of the Corporations Act; or

• (c) otherwise acquire or merge with AstiVita or require an economic interest in the whole or a substantial part of AstiVita or its business or assets.

In addition, in the Target's Statement, the Independent Director strongly encouraged Shareholders to carefully read all the information contained in the Target's Statement (including the Independent Expert's Report attached to the Target's Statement) before making a decision about the Offer. An updated Independent Expert's Report is attached to this First Supplementary Target's Statement. Accordingly, the documents that Shareholders should now read and carefully consider before making a decision about the Offer, are the Target's Statement, this First Supplementary Target's Statement and the updated Independent Expert's Report which is attached to this First Supplementary Target's Statement. In the meantime, all references to the Independent Expert's Report in the Target's Statement should now be read as the updated Independent Expert's Report attached to this First Supplementary Target's Statement.

SECTION 1 DIRECTORS' RECOMMENDATIONS AND INTENTIONS

1 See the fourth last paragraph of the Independent Director's Letter, and section 1.3 (d) of the Target's Statement.

1.3 Reasons to accept the Offer

Section 1.3(d) of the Target's Statement, notes that:

• (a) AstiVita's majority shareholder has advised that it intends to accept the Offer; and

• (b) according to the Bidder's Statement, Shareholders who collectively hold approximately 86% of the issued shares of AstiVita intend to accept the Offer (in the absence of a Superior Offer).

According to section 3.9 of the Bidder's Statement and Tamawood ASX announcements,2 these Shareholders and their respective shareholdings are those set out in the below table:

Item	Shareholder	Number of Ordinary Shares held	Percentage (%) held of issued ordinary capital of AstiVita	Relevant interest in Bidder	Percentage (%) held of issued ordinary capital of Tamawood
1.	Rainrose Pty Ltd	7,997,654	32.62	holding 6,727,331 issued shares3	22.59
2.	Sunstar Australia Pty Ltd	2,186,892	8.91	holding 265,930 issued shares4	0.89
3.	Ankla Pty Ltd	6,591,549	26.88	holding 7,662,653 issue shares5	25.73
4.	Mrs Mollika Winothai Mizikovsky as trustee for the Winothai Family (Mollika)	60,313	0.25	holding 17,813 issued shares6	0.06
5.	Mr Lev Mizikovsky and Mrs Mollika Winothai Mizikovsky	41,667	0.17	holding 6,469 issued shares7	0.02
6.	Odalreach Pty Ltd	3,333,334	13.59	N/A	N/A
7.	Joseph Mizikovsky -	988,725	4.03	N/A	N/A
8.	Stoddart Building Products Pty Ltd	220,394	0.90	557,6448	1.91

Table 1

Of these eight (8) Shareholders, the Independent Director believes that the first five (5) are entities related to Mr Lev Mizikovsky, being one of the directors of Tamawood (as well as being an AstiVita Director).

Mr Mizikovsky has advised the Independent Director that his associated entities intend to accept the Offer in respect of the AstiVita Shares they hold. The stated intention in respect of Mr Lev Mizikovski's associated entities not subject to a Superior Offer.

• 2 See Tamawood ASX announcements dated 14 March 2022 and 30 June 2021.

• 3 Tamawood ASX Announcement - Change of Director's Interest Notice dated 14 March 2022.

• 4 Tamawood ASX Announcement - Change of Director's Interest Notice dated 14 March 2022.

• 5 Tamawood ASX Announcement - Change of Director's Interest Notice dated 14 March 2022.

• 6 Tamawood ASX Announcement - Change of Director's Interest Notice dated 14 March 2022.

• 7 Tamawood ASX Announcement - Change of Director's Interest Notice dated 14 March 2022.

• 8 Tamawood ASX Announcement - annual report to shareholders issued on 30 June 2021, page 61.

SECTION 2 - KEY INFORMATION

Section 2.5 What do the directors intend to do with their AstiVita Shares?

Section 2.5 of the Target's Statement notes that each of the AstiVita Directors (being Messrs Mizikovsky, Acton and Dudurovic) intends to accept the Offer. However as noted in section 1.2 of the Target's Statement, Mr Mizikovsky is also the director of Tamawood, while Mr Acton is the Chief Financial Officer and Company Secretary of Tamawood. Section 1.2 further notes that accordingly each of Mr Mizikovsky and Mr Acton owes duties to Tamawood (Mr Mizikovsky as a Tamawood director, and Mr Acton as one of Tamawood's company secretaries, and as another officer of Tamawood).

Notwithstanding those conflicts, the Independent Director believes that it is relevant to Shareholders' decision whether or not to accept the Offer, that they are aware of the intention of all of the Board members who are also Shareholders, regardless of whether or not they are conflicted as directors.

SECTION 4 INFORMATION ABOUT THE OFFER AND OTHER IMPORTANT ISSUES

4.2 - Bidder's voting power in AstiVita

As noted in Section 4.2 of the Target's Statement, the Bidder does not hold a relevant interest in any AstiVita Shares. However, according to the Bidder's Statement, the Bidder has received confirmation from AstiVita Shareholders holding approximately 86% of the AstiVita Shares that they intend to accept the Offer. AstiVita notes that some of these Shareholders also have a relevant interest in Tamawood. In particular:

(a) Rainrose Pty Ltd, an entity controlled by Mr Mizikovsky, is the registered holder of 7,997,654 AstiVita

Shares (being 32.62% of the outstanding issued share capital of AstiVita), and is also the registered holder of 6,727,331 issued Tamawood Shares (being 22.59 % of the outstanding issued share capital of Tamawood);

• (b) Ankla Pty Ltd, another entity controlled by Mr Mizikovsky, is the registered holder of 6,591,549 AstiVita Shares (being 26.88% of the outstanding issued share capital of AstiVita), and is also the registered holder of 7,662,653 issued Tamawood Shares (being 25.73% of the outstanding issued share capital of Tamawood);

• (c) Sunstar Australia Pty Ltd, another entity controlled by Mr Mizikovsky, is the registered holder of 2,186,892 AstiVita Shares (being 8.8% of the outstanding issued share capital of AstiVita), and is also the registered holder of 265,930 issued Tamawood Shares (being 0.89% of the outstanding issued share capital of Tamawood);

• (d) Mollika Winothai Mizikovsky , another entity controlled by Mr Mizikovsky, is the registered holder of 60,313 AstiVita Shares (being 0.25% of the outstanding issued share capital of AstiVita), and is also the registered holder of 17,813 issued Tamawood Shares (being 0.06% of the outstanding issued share capital of Tamawood);

• (e) Mr Lev Mizikovsky and Mrs Mollika Winothai Mizikovsky, are the registered holders of 41,667 AstiVita Shares (being 0.17% of the outstanding issued share capital of AstiVita), and are also the registered holders of 6,469 issued Tamawood Shares (being 0.02% of the outstanding issued share capital of Tamawood); and

• (f) Stoddart Building Products Pty Ltd is the registered holder of 220,394 AstiVita Shares (being 0.90% of the outstanding issued share capital of AstiVita), and is also the registered holder of 557,644 issued Tamawood Shares (being 1.91% of the outstanding issued share capital of Tamawood).

As noted in Sections 4.2, 4.3 and 4.4 of the Target's Statement, AstiVita Shareholders holding approximately 87.36% of AstiVita Shares have indicated their intention to accept the Offer.9 Apart from the intentions of Mr Mizikovsky in respect of the AstiVita Shares held by his associated entities, as advised to the Independent Director, AstiVita has no information in relation to any other commitments. Such a high level of anticipated acceptance may dissuade third parties from approaching AstiVita with alternative proposals.

9 This information has been extracted from section 2.6 of the Bidder's Statement.