Tamawood : Supplementary Notice of EGM

Supplementary Notice of Extraordinary General Meeting

This document includes additional information to be read in conjunction with the Notice of Extraordinary General Meeting lodged with the ASX on 6 April 2022 and dispatched to Tamawood shareholders on 12 April 2022.

The additions in the Supplementary Notice of Extraordinary General Meeting do not change the substance or recommendations of the Notice of Extraordinary General Meeting lodged 6 April 2022. The changes include:

1

Page 4 at the Voting Exclusion an additional paragraph and now reads:

"Voting Exclusion: Tamawood will disregard any votes cast in respect of Resolution 1 by or on behalf of:

• 1 Rainrose, Ankla, Sunstar, Mollika, Mr and Mrs Mizikovsky, and any other persons who will obtain a material benefit as a result of the transaction (except a benefit solely by reason of being a holder of ordinary securities in the entity); or

• 2 associates of those persons.

This does not apply to a vote cast in favour of a resolution by:

• 3 a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• 4 the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

• 5 a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • - the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

  • - the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way."

2

Page 5 in the Explanatory Memorandum directly under Resolution 1 - Acquisition of AIR Shares from Lev Mizikovsky and his Associates:

"The Independent Expert has determined the transactions the subject of Resolution 1 are FAIR AND REASONABLE"

This paragraph and the capitalised words FAIR AND REASONABLE have already been displayed on page 1 of the notice and page 4 of the agenda.

1

3

Page 5 at 1 Overview the inclusion of the following at the end of paragraph 2: ". The total consideration of the Takeover Offer is 4,968,395 Tamawood shares for 24,841,974 AstiVita shares currently on issue with the transaction proceeding in accordance with the below key dates table:

KEY DATES

Event	Date
Execution of Bid Implementation Agreement and announcement of Takeover Offer	16 March 2022
Lodgement of Bidder's Statement with ASIC Register Date	6 April 2022
Offer opens	12 April 2022
Tamawood Shareholders Meeting	12 May 2022
Offer closes	19 May 2022

The total consideration noted is the same as previously disclosed in the Bidder's Statement (sections 4.3 and 5.4) and Vincents Independent Expert Report (section 2.8) included with the Bidder's Statement. The Key Dates Schedule is the same as previously noted in the Bidder's Statement (page vii).

Notice of Extraordinary General Meeting

Tamawood Limited ACN 010 954 499

To be held at:

Dixon Homes Office 1821 Ipswich Road, Rocklea, Queensland

on 12 May 2022 at 10:00am (Brisbane time)

This is an important document. If you are in any doubt about how to deal with this document, please consult your legal, financial or other professional adviser.

Independent Expert's Report: Shareholders should carefully consider the Independent Expert's Report prepared for the purposes of ASX Listing Rule 10.1. The Independent Expert's Report comments on the fairness and the reasonableness of the transactions in Resolution 1 to the non-associated Shareholders. The Independent Expert has determined the transactions the subject of Resolution 1 are FAIR AND REASONABLE

IMPORTANT NOTICE

This Notice of Meeting and the Explanatory Memorandum (including the Independent Expert's Report) are important documents. The matters raised in these documents will affect your shareholding in Tamawood Limited (ASX: TWD) (Tamawood). You are advised to read these documents carefully and in their entirety before the Meeting is held. If you have any doubt regarding the information contained in this Notice of Meeting or the Explanatory Memorandum or any action you should take in respect of such information, you should consult your financial, legal, taxation or other professional adviser.

This Notice of Meeting and Explanatory Memorandum (other than the Independent Expert's Report) have been prepared by Tamawood. Tamawood makes all statements, representations and undertakings in this Notice of Meeting and Explanatory Memorandum (other than the Independent Expert's Report). The Independent Expert's Report has been prepared by Vincents Capital Management Pty Ltd (Vincents). Vincents makes all statements and representations in the Independent Expert's Report.

The information contained in this Notice of Meeting, and the Explanatory Memorandum (other than the Independent Expert's Report) does not constitute financial product advice and has been prepared without reference to your own investment objectives, financial situation, taxation position and particular needs. If you are in any doubt in relation to these matters, you should consult your financial, legal, taxation or other professional advisor immediately.

This Notice of Meeting and the Explanatory Memorandum are not a prospectus and do not form part of any offer, invitation or recommendation in respect of securities, or an offer, invitation or recommendation to sell, or a solicitation of an offer to buy, any securities. They have been delivered to each Shareholder solely for its information to permit it to vote on the matters before the Meeting.

FORWARD-LOOKING STATEMENTS

This Notice of Meeting and the Explanatory Memorandum (including the Independent Expert's Report) contain both historical and forward−looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward−looking statements.

All forward−looking statements in this Notice of Meeting and the Explanatory Meeting (including the Independent Expert's Report) reflect views only as at the date of this Notice of Meeting, and generally may be identified by the use of forward−looking words, such as "believe", "expect", "anticipate", "intending", "likely", "should", "may", "estimate" or "potential" or other similar words. Similarly, statements that describe Tamawood's objectives, plans, goals or expectations are or may be forward−looking statements.

These forward−looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from the anticipated results, performance or achievements, expressed, projected or implied by these forward−looking statements.

None of Tamawood, its Directors, its officers, any persons named in this Notice of Meeting or the Explanatory Memorandum (including the Independent Expert's Report) with their consent or any persons involved in the preparation of this Notice of Meeting or the Explanatory Memorandum, makes any representation or warranty (express or implied) as to the accuracy or likelihood of fulfilment of any forward−looking statement, or any events or results expressed, projected or implied in any forward−looking statement, except to the extent required by law. You are cautioned not to place undue reliance on any forward− looking statement.

All subsequent written and oral forward−looking statements attributable to Tamawood or any person acting on its behalf are qualified by this notice. Subject to any continuing obligations under relevant laws of the ASX Listing Rules, Tamawood does not give any undertaking to update or revise any such statements after the date of this Notice of Meeting, to reflect any change in expectations in relation thereto or any change in events, conditions or circumstances on which any such statement is based.

Tamawood undertakes no obligation to revise the forward− looking statements included in this Notice of Meeting or the documentation which accompanies it to reflect any future events or circumstances.

Chairman's Letter to Shareholders

6 April 2022

Dear Shareholder

AGM

The Tamawood Board invites all Shareholders to attend the Extraordinary General Meeting at 10:00am on 12 May 2022, to be held at Dixon Homes Office, 1821 Ipswich Road, Rocklea, Queensland.

I welcome your attendance at the Extraordinary General Meeting. If you are unable to attend the meeting please complete the attached proxy form and return it in accordance with the instructions provided.

Yours sincerely,

Robert Lynch Chairman