Tamawood : Bidder's Statement

THIS IS AN IMPORTANT DOCUMENT WHICH YOU SHOULD READ CA REFULLY. IF YOU ARE IN ANY DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONSULT YOUR FINANCIAL OR OTHER

PROFESSIONAL ADVISER.

TAMAWOOD LIMITED

(ACN 010 954 499)

BIDDER'S STATEMENT

In relation to a Takeover Offer by Tamawood Limited to acquire all of your shares in

ASTIVITA LIMITED

(ACN 139 461 733)

Consideration offered is:

One (1) Tamawood Share for every five (5) AIR Shares you own

The Takeover Offer is dated 6 April 2022 and will close at 5.00pm (AEST) on 19 May 2022, unless extended or withdrawn.

The AIR Independent Director recommends that AIR Shareholders accept the Takeover Offer in the absence of a Superior Proposal. The directors of AIR have indicated that they will accept the Takeover Offer in respect of their own holdings, in the absence of a Superior Proposal.

Legal Advisor to Tamawood

Independent Expert to Tamawood

Table of Contents

Section

Page NoIMPORTANT INFORMATION .................................................................................................................. 2

CORPORATE DIRECTORY .................................................................................................................... 4

LETTER FROM THE CHAIRMAN ........................................................................................................... 5

KEY DATES ............................................................................................................................................. 7

• 1. Investment Overview ................................................................................................................. 8

• 2. Why you should accept the Offer ........................................................................................... 14

• 3. Profile of Tamawood Limited .................................................................................................. 17

• 4. Profile of Astivita Limited ....................................................................................................... 24

• 5. The New Tamawood Group .................................................................................................... 26

• 6. Tamawood's Intentions Regarding AIR ................................................................................. 29

• 7. Australian Tax Considerations ................................................................................................ 30

• 8. Risk Factors ............................................................................................................................. 34

• 9. Additional Information ............................................................................................................ 38

• 10. Directors Authorisation ........................................................................................................... 43

• 11. Glossary of Terms .................................................................................................................... 43

Annexure A - Terms of Takeover Offer .............................................................................................. 50

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IMPORTANT INFORMATION

Bidder's Statement

This document (Bidder's Statement), dated 6 April 2022, is issued by Tamawood Limited (ACN 010 954 499) under Part 6.5 of the Corporations Act in relation to an off-market offer by Tamawood to acquire all AIR Shares (including all Rights attaching to them) and sets out certain disclosures required by the Corporations Act.

A copy of this Bidder's Statement was lodged with ASX on 6 April 2022. ASIC takes no responsibility for the contents of this Bidder's Statement.

Investments Risks

There are a number of risks that may have a material impact on the value of the Takeover Offer, the future performance of Tamawood and the value of Tamawood Shares. Some of these risks are described in Section 8 of this Bidder's Statement.

Foreign Jurisdictions

The distribution of this document and the making of the Takeover Offer may be restricted by the laws or regulations of foreign jurisdictions. Persons who come into possession of this Bidder's Statement should seek advice and observe these restrictions.

The Takeover Offer is not being made, directly or indirectly, in or into and will not be capable of acceptance from within any jurisdiction, if to do so would not be in compliance with the laws of that jurisdiction.

The entitlements of AIR Shareholders who are located in jurisdictions outside Australia and its external territories are set out in Section 9.17 of this Bidder's Statement.

No action has been taken to register or qualify Tamawood or to otherwise permit the offering of Tamawood Shares outside Australia and its external territories.

This Takeover Offer is not registered in any jurisdiction outside Australia (unless an applicable foreign law treats it as registered as

a result of the Bidder's Statement being lodged with ASIC).

This Bidder's Statement has been prepared having regard to Australian disclosure requirements. These disclosure requirements may differ from those of other countries.

Disclosure StatementsRegardingForward-Looking

This Bidder's Statement may contain forward-looking statements that have been based on the Tamawood's current expectations and predictions about future events. These forward-looking statements are, however, subject to inherent risks, uncertainties and assumptions that could cause actual results, performance or achievements of the Tamawood, AIR and the New Tamawood Group to differ materially from the expectations and predictions, expressed or implied, in such forward-looking statements. These factors include, among other things, those risks identified in Section 8.

You are cautioned not to place reliance on these statements in the event that the outcome is not achieved. The forward-looking statements in this Bidder's Statement reflect views held only at the date of this Bidder's Statement.

Value of Bidder Shares

The implied value of the Takeover Offer will vary with the market price of Tamawood Shares. Further information on the implied value of the Takeover Offer is contained in Section 5.3. Before accepting the Takeover Offer, AIR Shareholders should obtain current quotes for Tamawood Shares from their stockbroker or other financial adviser. In addition, all references to the implied value of the Takeover Offer are subject to the effects of rounding.

Investment Advice

This Bidder's Statement does not take into account the individual investment objectives, financial situation or particular needs of each AIR Shareholder (or any other person). You may wish to seek independent financial and taxation advice before making a decision as to whether or not to accept the Takeover Offer.

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Privacy

Tamawood has collected your information from the registers of AIR for the purposes of making the Takeover Offer and administering your acceptance over your AIR Shares. The type of information Tamawood has collected about you includes your name, contact details and information on your shareholding in AIR. Without this information, Tamawood would be hindered in its ability to issue this Bidder's Statement. Tamawood and its share registry may also disclose your personal information to their related bodies corporate and external service providers and may be required to disclose such information to regulators, such as ASIC and ASX. By submitting an Acceptance Form, you authorise Tamawood to disclose any personal information contained in your Acceptance Form or collected from the register of AIR to Tamawood, AIR, its share registry and their related bodies corporate and external service providers where necessary, for any purpose in connection with the Takeover Offer, including processing your acceptance of the Offer and complying with applicable law, the Corporations Act, the ASX Listing Rules, the ASX Settlement Operating Rules and any requirements imposed by any Government Authority. Any disclosure of your personal information made for the above purposes will be on a confidential basis and in accordance with the Privacy Act 1988 (Cth) and all other legal requirements. If you would like details of, or would like to update, information about you held by Tamawood, please contact Tamawood at the address set out in the Corporate Directory.

Defined Terms

A number of defined terms are used in this Bidder's Statement. Unless expressly specified otherwise, defined terms have the meaning given in Section 11.

Websites

Tamawood and AIR each maintain websites,www.tamawood.com.au andwww.aircorporate.com.au respectively. Information contained in or otherwise accessible through these internet sites is notpart of this Bidder's Statement. All references to these sites in this Bidder's Statement are for information purposes only.

Estimates and Assumptions

Unless otherwise indicated, all references to estimates, assumptions and derivations of the same in this Bidder's Statement are references to estimates, assumptions and derivations of the same by Tamawood's management. Management estimates reflect and are based on views as at the date of this Bidder's Statement, and actual facts or outcomes may materially differ from those estimates or assumptions.

Effect of Rounding

Figures, amounts, percentages, prices, estimates, calculations of value and fractions in this Bidder's Statement may be subject to the effect of rounding. Accordingly, the actual figures may vary from those included in this Bidder's Statement.

Currencies

In this Bidder's Statement, references to "Australian dollars", "AUD", "$", "A$" or "cents" are to the lawful currency of Australia.

This Bidder's Statement may contain conversions of relevant currencies to other currencies for convenience. These conversions should not be construed as representations that the relevant currency could be converted into the other currency at the rate used or at any other rate. Conversions that have been calculated at the date of this Bidder's Statement (or any other relevant date) may not correspond to the amounts shown in the historic or future financial statements of Tamawood or AIR in respect of which different exchange rates may have been, or may be, used.

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CORPORATE DIRECTORY
Directors
Robert Lynch	Non-Executive Chairman
Lev Mizikovsky	Non-Executive Director
Tim Bartholomaeus	Managing Director
Linda Barr	Non-Executive Director

Joint Company Secretaries
Geoff Acton
Narelle Lynch
Registered and Principal Office	Share Registry*
Tamawood Limited	Computershare Investor Services Pty Limited
1821 Ipswich Road	Level 1, 200 Mary Street
ROCKLEA QLD 4106	BRISBANE QLD 4000
Phone: [phone]	Phone (within Australia): 1300 850 505
Email:[e-mail]	Phone (outside Australia): [phone]
Website:www.tamawood.com.au
Independent Experts	ASX Codes
Vincents	Shares: TWD
Level 34 Santos Place, 32 Turbot Street
BRISBANE QLD 4000
Lawyers (Australia)	Auditor*
Sparke Helmore Lawyers	William Buck (Qld)
Level 23, 240 Queen Street	Level 21, 307 Queen Street
BRISBANE QLD 4000	BRISBANE QLD 4000

* These entities are included for information purposes only. They have not been involved in the preparation of this Bidder's Statement.

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