BAPCOR LIMITED — Capital/Financing Update 2026

Feb 25, 2026

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Announcement Summary

Entity name BAPCOR LIMITED Announcement Type New announcement Date of this announcement 26/2/2026 The Proposed issue is: An accelerated offer A placement or other type of issue

Total number of +securities proposed to be issued for an accelerated offer

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
BAP	ORDINARY FULLY PAID	249,568,015
Trading resumes on an ex-entitlement basis (ex date)
27/2/2026
+Record date
2/3/2026
Offer closing date for retail +security holders
19/3/2026
Issue date for retail +security holders
26/3/2026

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
BAP	ORDINARY FULLY PAID	83,765,318
Proposed +issue date
6/3/2026

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

1 / 10

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 1 - Entity and announcement details

1.1 Name of +Entity

BAPCOR LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ACN

Registration Number

153199912

1.3 ASX issuer code

BAP

1.4 The announcement is

New announcement

1.5 Date of this announcement

26/2/2026

1.6 The Proposed issue is:

An accelerated offer A placement or other type of issue

1.6b The proposed accelerated offer is

Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO)

Appendix 3B - Proposed issue of securities

2 / 10

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No

Part 3B - Offer details

+Class or classes of +securities that will participate in the proposed issue and +class or classes of +securities proposed to be issued

ASX +security code and description

BAP : ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? No No

Details of +securities proposed to be issued

ASX +security code and description

BAP : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

ISIN Code for the entitlement or right to participate in the offer (if Issuer is foreign company and +securities do not have +CDIs issued over them)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued) Has the offer ratio been determined? Yes The quantity of additional +securities For a given quantity of +securities to be issued held 25 34 What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to

Appendix 3B - Proposed issue of securities

3 / 10

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

rounding)

Fractions rounded up to the next 249,568,015 whole number

Offer price details for retail security holders

Has the offer price for the retail offer been determined?

Yes

In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.60000

Offer price details for institutional security holders

Has the offer price for the institutional offer been determined?

Yes

In what currency will the offer be What is the offer price per +security made? for the institutional offer? AUD 0.60000

AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes

Describe the limits on over-subscription

Eligible retail shareholders may apply for additional offer shares in excess of their entitlement (Additional Shares) under a retail oversubscription facility. Please refer to the Retail Entitlement Offer Information Booklet to be released to the ASX on 5 March 2026 for further details.

Will a scale back be applied if the offer is over-subscribed?

Yes

Describe the scale back arrangements

Bapcor may scale back any applications for Additional Shares at its discretion (see section 2.2 of the Retail Entitlement Offer Information Booklet). Any scale back will be applied by Bapcor in its absolute discretion.

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 3D - Timetable

3D.1a First day of trading halt

26/2/2026

3D.1b Announcement date of accelerated offer

26/2/2026

Appendix 3B - Proposed issue of securities

4 / 10

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

3D.2 Trading resumes on an ex-entitlement basis (ex date)

27/2/2026

3D.5 Date offer will be made to eligible institutional +security holders

26/2/2026

3D.6 Application closing date for institutional +security holders

26/2/2026

3D.8 Announcement of results of institutional offer

(The announcement should be made before the resumption of trading following the trading halt)

27/2/2026

3D.9 +Record date

2/3/2026

3D.10a Settlement date of new +securities issued under institutional entitlement offer

5/3/2026

3D.10b +Issue date for institutional +security holders

6/3/2026

3D.10c Normal trading of new +securities issued under institutional entitlement offer

6/3/2026

3D.11 Date on which offer documents will be sent to retail +security holders entitled to participate in the +pro rata issue

5/3/2026

3D.12 Offer closing date for retail +security holders

19/3/2026

3D.13 Last day to extend retail offer close date

16/3/2026

3D.19 +Issue date for retail +security holders and last day for entity to announce results of retail offer

26/3/2026

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? Yes

Appendix 3B - Proposed issue of securities

5 / 10

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

3E.1a Who is the lead manager/broker?

Macquarie Capital (Australia) Limited

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

A management and selling fee of 0.92% of proceeds from the institutional component of the Entitlement Offer and the Placement (Institutional Offer) and the retail component of the Entitlement Offer (Retail Offer).

3E.2 Is the proposed offer to be underwritten? Yes

3E.2a Who are the underwriter(s)?

Macquarie Capital (Australia) Limited

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

The Entitlement Offer is fully underwritten.

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

An underwriting fee of 1.83% of the Institutional Offer and the Retail Offer proceeds.

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated

The Underwriting Agreement includes certain customary termination events for a transaction of this nature. A summary of the termination rights for the Underwriter are set out in Appendix C of the Equity Raising Presentation lodged with the ASX on 26 February 2026.

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

In connection with the Entitlement Offer, the Company will be required to pay certain registry, printing, advisor, and other similar fees.

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

The proceeds of the Entitlement Offer and the Placement will be used to repay the Company's debt and the costs associated with the capital raise.

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No 3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No 3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

Investors located in certain foreign jurisdictions will not be eligible to participate in the Entitlement Offer, as are set out in Appendix B of the Equity Raising Presentation lodged with the ASX on 26 February 2026.

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes

3F.5a Please provide further details of the offer to eligible beneficiaries

Refer to the Retail Entitlement Offer Information Booklet to be released to the ASX on 5 March 2026.

3F.6 URL on the entity's website where investors can download information about the proposed issue

https://www.bapcor.com.au/announcements

Appendix 3B - Proposed issue of securities

6 / 10

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

3F.7 Any other information the entity wishes to provide about the proposed issue

Despite Part 3D.6 of this Appendix 3B, the closing date for the Institutional Entitlement Offer is 5.00am (Melbourne time) on Friday 27 February 2026.

3F.8 Will the offer of rights under the rights issue be made under a +disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? No

3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

Appendix 3B - Proposed issue of securities

7 / 10

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

BAP : ORDINARY FULLY PAID

Number of +securities proposed to be issued

83,765,318

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.60000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Appendix 3B - Proposed issue of securities

8 / 10

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 7C - Timetable

7C.1 Proposed +issue date

6/3/2026

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

83,765,318

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No 7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No 7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No 7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker? Macquarie Capital (Australia) Limited

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? A management and selling fee of 0.92% of the Institutional Offer and the Retail Offer proceeds.

7E.2 Is the proposed issue to be underwritten? Yes

7E.2a Who are the underwriter(s)? Macquarie Capital (Australia) Limited

7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is underwritten)?

The Placement is fully underwritten.

7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)?

An underwriting fee of 1.83% of the Institutional Offer and the Retail Offer proceeds.

Appendix 3B - Proposed issue of securities

9 / 10

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated.

The Underwriting Agreement includes certain customary termination events for a transaction of this nature. A summary of the termination rights for the Underwriter are set out in Appendix C of the Equity Raising Presentation lodged with the ASX on 26 February 2026.

7E.3 Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

In connection with the Placement, the Company will be required to pay certain registry, printing, advisor, and other similar fees.

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

The proceeds of the Entitlement Offer and the Placement will be used to repay the Company's debt and the costs associated with the capital raise.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

Appendix 3B - Proposed issue of securities

10 / 10