Baumart : Notice of General Meeting/Proxy Form

For personal use only

ASX RELEASE

18 July 2022

GENERAL MEETING - NOTICE AND PROXY FORM

BauMart Holdings Limited (ASX: BMH) (the Company or BauMart) refers to the announcement dated 23 June 2022 in relation to the conditional sale of its wholly owned subsidiary Eco Pallets Pty Ltd (Eco Pallets) (including Eco Pallets' subsidiary, Eco Pallets NZ Limited) for a cash consideration of $1 million and advises that it will convene and hold a general meeting for shareholders to consider and vote on the sale (Proposed Sale).

The general meeting will be held at 10.00am (WST) on Thursday, 18 August 2022 at 15 McCabe Street, North Fremantle, Western Australia 6159 (Meeting).

Notice of Meeting

The Notice of Meeting and Explanatory Statement (Notice) is attached, together with a copy of the proxy form.

In accordance with the Corporations Amendments (Meetings and Documents) Act 2022 which came into effect on 1 April 2022, the Company will not be dispatching physical copies of the Notice to shareholders. Instead, the Notice is being made available to shareholders electronically and can be viewed and downloaded at the following link:https://baumart.com.au/asx-announcements/.The Notice is also available online athttps://www2.asx.com.au/markets/company/bmh.

Further details on where the Notice can be viewed and downloaded, along with a personalised proxy form, will be dispatched to shareholders on Monday, 18 July 2022.

Independent Expert's Conclusion

The Notice includes an Independent Expert's Report from BDO Corporate Finance (WA) Pty Ltd (Independent Expert) which concludes that the Proposed Sale is fair and reasonable and hence in the best interests of shareholders, in the absence of a superior proposal.

The Independent Expert's conclusion should be read in context with the full Independent Expert's Report and the Notice.

Attending the Meeting

The Board has made the decision that it will hold a physical meeting. The Company will update shareholders if changing circumstances relating to COVID-19 will impact planning or the arrangement for the Meeting by way of an announcement on ASX and details will be made available on the Company's website at https://baumart.com.au.

Shareholders are encouraged to lodge a directed proxy form in accordance with the instructions set out in the Notice and personalised proxy form. Any proxy voting instructions must be received by no later than 10.00am (WST) on Tuesday, 16 August 2022, being not less than 48 hours before the commencement of the Meeting.

Further Information

Shareholders are encouraged to seek professional advice before making any voting decision in relation to the Proposed Sale.

Shareholders with any questions in relation to the Proposed Sale or the Meeting should contact the Company Secretary, Natalie Teo, on [phone] or by email at [e-mail] between 9.00am and 5.00pm (WST), Monday to Friday.

AUTHORISED BY:

Ben Talbot

Executive Director

BauMart Holdings Limited - www.baumart.com.au

For personal use only

ASX RELEASE

18 July 2022

About BauMart Holdings Limited

BauMart Holdings Limited (ASX: BMH) is an Australian public company headquartered in Perth and listed on the Australian Securities Exchange. The origins of the Company began with securing distribution partnerships with suppliers of building materials and its investment and leasing of automated glass-processing equipment. Since its listing in June 2015, the Company has diversified its business across a broad range of divisions including, but not limited to:

• supply of industrial products, including plastic material handling unit load devices;
• supply of building products, including premium volcanic natural stones;
• sourcing, procurement and end-to-end supply chain services; and
• managed services.

For further information, please contact:

Ben Talbot, Executive Director

T: [phone]

1. [e-mail]

BauMart Holdings Limited - www.baumart.com.au

For personal use only

Notice of General Meeting, Explanatory Statement, Independent Expert's Report and Proxy Form

BauMart Holdings Limited

ACN 602 638 531

Format

To be held as a physical meeting.

Venue

15 McCabe Street, North Fremantle, Western Australia 6159

Time and Date

10:00am (WST) Thursday, 18 August 2022

Independent Expert's Report

Shareholders should carefully read and consider the Independent Expert's Report which accompanies this Notice of General Meeting. This Independent Expert considers the proposed transaction to be fair and reasonable.

IMPORTANT NOTE

The Notice of General Meeting, Explanatory Statement, Independent Expert's Report and Proxy Form should be read in their entirety. If you are in doubt as to how you should vote, you should seek advice from your accountant,solicitor or other professional adviser prior to voting.

For personal use only

Contents

	Item			Page
Notice of General Meeting	2
Meeting and Voting Information	4
Explanatory Statement	6
Glossary of Terms	12
Annexure A - Independent Expert's Report	14
Proxy Form		Attached

Important Dates

An indicative timetable of key proposed dates is set out below. These dates are indicative only and are subject to change.

	Event			Date
Last day for receipt of Proxy Forms - Proxy Forms	10:00am (WST) Tuesday, 16	August 2022
received after this time will be disregarded
Snapshot date for eligibility to vote	5:00pm (WST) Tuesday, 16	August 2022
General Meeting	10:00am (WST) Thursday, 18	August 2022
Completion of Proposed Sale	5:00pm (WST) Thursday, 25	August 2022

BAUMART HOLDINGS LIMITED - NOTICE OF GENERAL MEETING,

EXPLANATORY STATEMENT, INDEPENDENT EXPERT'S REPORT AND PROXY1 FORM

For personal use only

Notice of General Meeting

Notice is hereby given that a General Meeting of BauMart Holdings Limited (ACN 602 638 531) (Company) will be held as a physical meeting at 15 McCabe Street, North Fremantle, Western Australia 6159 at 10:00am (WST) on Thursday, 18 August 2022.

Agenda

Resolution	To consider and, if thought fit, to pass, with or without amendment, the following
Approval of disposal of	resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 10.1 and for all other purposes, approval
shares in Eco Pallets
	is given for the disposal of the entire issued share capital of Eco Pallets Pty Ltd
	to APX Holdings Pty Ltd, in the manner and on the terms and conditions set out
	in the Explanatory Statement."

Voting Exclusions

For the purposes of Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution by the person disposing of the substantial asset to, or acquiring the substantial asset from, the Company and any other person who will obtain a material benefit as a result of the transaction (except solely by reason of being a holder of ordinary securities in the Company), or an 'associate' (for the purposes of the Listing Rules) of such persons.

This includes Matthew Logan, a Director of the Company, and his associates.

The Company need not disregard a vote cast in favour of the Resolution if it is cast by:

• a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way;
• the Meeting Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Meeting Chair on the Resolution as the Meeting Chair decides; or
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
  o 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
  o the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Independent Expert's Report

The Independent Expert's Report annexed to this Notice has been prepared by the Independent Expert, BDO Corporate Finance (WA) Pty Ltd, to consider the fairness and reasonableness of the Proposed Sale the subject of the Resolution.

The Independent Expert has concluded that the Proposed Sale is fair and reasonableand therefore in the best interests of Shareholders in the absence of a superior proposal. The Independent Expert's conclusion should be read in context with the full Independent Expert's Report.

Explanatory Statement

For further information in relation to the items of business to be considered at the Meeting, please refer to the Explanatory Statement which accompanies this Notice. The Explanatory Statement forms part of this Notice.

BAUMART HOLDINGS LIMITED - NOTICE OF GENERAL MEETING,

EXPLANATORY STATEMENT, INDEPENDENT EXPERT'S REPORT AND PROXY2 FORM