BAPCOR LIMITED — Board/Management Information 2025

Nov 23, 2025

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ASX Announcement Bapcor Limited (ASX: BAP)

24 November 2025

Lachlan Edwards appointed Chair; Angus McKay continues as CEO

Bapcor has announced the following changes to its Board effective 24 November 2025:

• The appointment of Lachlan Edwards, currently an Independent Non-Executive Director, as the Independent Non-Executive Chair of Bapcor.

• Current Melbourne-based Independent Non-Executive Director, Kate Spargo, appointed in the newly created role of Deputy Chair.

• Angus McKay stepping down from the Board and continuing in his role as Bapcor’s Chief Executive Officer, enabling him to focus his experience and energy on accelerating the turnaround of the Bapcor business

In making these changes, the position of Board Lead Independent Director, currently held by Mark Powell, is no longer required. Mark Powell has retired from that position and remains on the Board as an Independent Non-Executive Director.

Speaking about the changes, Lachlan said: “The recent refresh of the Board provides an opportunity to implement changes to Bapcor’s governance structures to support its management team. I thank Angus, Mark and Kate for having brought this new Board together to allow this to happen, and I am excited to continue working closely with them. In particular, I look forward to supporting Angus, who continues in his role as CEO, and his management team in improving business performance, delivering the five-year strategy announced in April 2025, and driving long term shareholder value.”

Angus McKay, Chief Executive Officer said: “I remain committed to working closely with Lachlan, the Board and the wider Bapcor team to improve the company and deliver sustainable growth.”

Lachlan joined the Bapcor Board as an independent Non-Executive Director on 1 October 2025. He brings over 35 years of corporate advisory experience, including as the former Managing Director and Co-Head of Lazard Australia; Managing Director of Goldman Sachs (in Asia Pacific and Europe); and as a Managing Director and Board Director of NM Rothschild & Sons (in London). He is a former Chairman and President of the Turnaround Management Association (TMA) in Australia and is a TMA Certified Turnaround Professional.

The terms of Angus’s service agreement, and his entitlement to performance rights for the 2025 and 2026 financial years, have been varied to reflect the changes to his role. A summary of these variations, along with changes to Lachlan’s and Kate’s Director remuneration, is set out in the Appendix.

Issued by : Bapcor Limited (“Bapcor” or “the Company”), ASX:BAP, www.bapcor.com.au

Authorised by : The Board of Bapcor Limited

For further information, please contact:

Investors Media Karen McRae Kate Hobson +61 417 186 500 +61 434 314 312 karen.mcrae@bapcor.com kate.hobson@bapcor.com

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Appendix

Changes to terms of Mr McKay’s service agreement

	Term	Original term(Executive Chair role)	Varied term(CEO role)
	Total FixedRemuneration (TFR)	$1,900,000 (includingsuperannuation) per annum.	$1,525,000 (includingsuperannuation) per annum.
	Long Term Incentive(LTI)	(Face value) LTI opportunity of100% to 250% of TFR.(FY25 and FY26 LTIs) Mr McKayhas been issued 942,086Performance Rights in relation tohis FY25 LTI, and 1,345,990Performance Rights in relation tohis FY26 LTI, in each case on thebasis of his maximum LTIopportunity for each of thoseyears, being 250% of his TFR.(Change of control entitlement)In respect of FY25 and FY26, atotal of no less than 150% of theTFR would vest in the event of achange of control occurring inFY25 and FY26 (CoCEntitlement).	(Face value) No change; Mr McKayis still entitled to a LTI opportunity of100% to 250% of TFR.(FY25 and FY26 LTIs) It is stillintended that Mr McKay's LTI forFY25 and FY26 will be based on hismaximum LTI opportunity for each ofthose years, being 250% of his TFR.However, as a result of the decreasein his TFR, there has been acorresponding reduction in value ofhis LTI opportunity for each of thoseyears. Consequently, an adjustmenthas been made to the number ofFY25 Performance Rights and FY26Performance Rights issued to MrMcKay, to reflect his reduced TFR.This has resulted in a total of451,594 Performance Rights beingforfeited by Mr McKay (comprising185,938 FY25 Performance Rightsand 265,656 FY26 PerformanceRights). The forfeited PerformanceRights have lapsed.(Change of control) The CoCEntitlement has been removed. Therules of Bapcor's Long TermIncentive Plan (LTIP) will apply inthe event of a change of control.
	Short Term Incentive(STI)	Ineligible to participate in theShort Term Incentive Plan.	Ineligible to participate in the ShortTerm Incentive Plan.
	Sign on Bonus	Mr McKay was entitled to a one-off 'sign-on bonus' in the form of216,056 Sign-on Rights under theLTIP, which were issued inOctober 2024.One-third of the Sign-on Rights(72,018) vested into Bapcorshares on 22 August 2025 (Sign-on Shares), and the remainingtwo-thirds (144,038 Sign-onRights) are due to vest in twoequal tranches on 22 August	The 72,018 Sign-on Shares (whichare currently subject to a holdinglock) have been forfeited by MrMcKay, and he will transfer thoseSign-on Shares to the Company'snominee for nil consideration.The Remaining Sign-on Rights(being 144,038 Sign-on Rightsissued under the LTIP) have beenforfeited by Mr McKay, and havelapsed.

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2026 and 22 August 2027, subject to Mr McKay's continuing employment ( Remaining Sign-on Rights ).

Changes to Non-Executive Director remuneration, with effect from 24 November 2025:

• 1 Mr Lachlan Edwards' remuneration in his role as Non-Executive Chair will be $375,000 per annum (inclusive of superannuation). This fee is inclusive of any remuneration Mr Edwards is entitled to receive as a member or chair of any Board sub-committees.

• 2 Ms Kate Spargo will receive an additional fee of $30,000 per annum (inclusive of superannuation) as remuneration for her role as Deputy Chair. This fee is in addition to the remuneration Ms Spargo currently receives as Non-Executive Director and as a member or chair of any Board sub-committees.

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