ASX RELEASE

NOTICE OF ANNUAL GENERAL MEETING

BauMart Holdings Limited (ASX: BMH) (“BauMart” or the “Company”) will be holding its Annual General Meeting at 10.00am (WST) on Friday, 12 November 2021 ( Meeting ).

Attached are copies of the following documents in relation to the Meeting:

Letter to Shareholders;
Notice of Meeting (including an explanatory statement); and
Proxy Form.

The Notice of Meeting can be viewed and downloaded from the Company’s website at https://baumart.com.au/asx-announcements/. Shareholders will be able to submit their proxy vote and questions in accordance with the instructions on the Proxy Form.

AUTHORISED BY:

Natalie Teo

Company Secretary

About BauMart Holdings Limited

BauMart Holdings Limited (ASX: BMH) is an Australian public company 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.

Headquartered in Perth with operations in Sydney, Melbourne and Brisbane and overseas in Auckland, New Zealand, the Company has a far-reaching presence and a robust network of infrastructure that is positioned for growth.

BauMart Holdings Limited

ABN 87 602 638 531

T: +61 8 6558 0814 www.baumart.com.au

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13 October 2021

Dear Shareholder,

2021 Annual General Meeting – Notice of Meeting and Proxy Form

BauMart Holdings Limited (ASX: BMH) ( BauMart or the Company ) advises that its Annual General Meeting ( Meeting ) will be held in person on Friday, 12 November 2021 at 10.00am (WST) at 15 McCabe Street, North Fremantle, Western Australia.

In accordance with recent amendments to the Corporations Act 2001 (Cth) under the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (Cth), the Company will not be sending hard copies of the Notice of Meeting and Explanatory Statement to Shareholders. Instead, Shareholders can view and download the Notice of Meeting and accompanying Explanatory Statement from the Company’s website at https://baumart.com.au/asx-announcements/ or alternatively on the Company’s announcement page on www.asx.com.au.

The Board has made the decision that it will hold a physical meeting with the appropriate measures in place to comply with any restrictions on public gatherings in Australia and Shareholders attending the Meeting will need to ensure they comply with the protocol.

As the situation regarding the management of COVID-19 continues to evolve, Shareholders are encouraged to monitor BauMart’s website and ASX announcements for any further updates in relation to the arrangements for the Meeting.

Each resolution will be decided by poll, based on proxy votes and by votes from Shareholders in attendance at the Meeting. Shareholders are strongly encouraged to vote by lodging the personalised proxy form attached to this letter, in accordance with the instructions set out in the proxy form, by no later than 10.00am (WST) on Wednesday, 10 November 2021 (being at least 48 hours before the Meeting). Any proxy voting instructions received after that time will not be valid for the Meeting.

The Notice is important and should be read in its entirely. Shareholders can request a free paper copy of the Notice by contacting the Company Secretary by telephone on +61 8 6389 2688.

By authorisation of the Board of Directors.

Yours sincerely,

Natalie Teo Company Secretary BauMart Holdings Limited

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North !F remantle, !W estern !A ustralia !6 159 BauMart!Holdings!Limited!
T: !+ 61 !8!6 558 !0 814
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A C N 6 0 2 6 3 8 5 3 1

N O T I C E O F A N N U A L G E N E R A L M E E T I N G

E X P L A N A T O R Y S T A T E M E N T

P R O X Y F O R M

Date of Meeting

Friday, 12 November 2021

Time and Place of Meeting

10.00am (WST) 15 McCabe Street North Fremantle WA 6159

BauMart Holdings Limited ( Company ) advises Shareholders that the annual general meeting ( Meeting ) will be held in compliance with any restrictions on public gatherings in Australia. Due to the evolving COVID-19 situtation, it may not be possible for Shareholders to physically attend the Meeting. As a result, the Company strongly encourages all Shareholders to vote by directed proxy rather than attend the Meeting in person. Proxy forms for the Meeting should be lodged before 10.00am (WST) on 10 November 2021.

If the situation in relation to COVID-19 changes in a way affecting the ability to facilitate an in person meeting as currently proposed, the Company will provide a further update ahead of the Meeting by way of an ASX announcement on the ASX Market Announcements Platform.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on +61 8 6389 2688.

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NOTICE OF ANNUAL GENERAL MEETING

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Notice is hereby given that the Annual General Meeting ( Meeting ) of BauMart Holdings Limited ( Company or BauMart ) is to be held at:

Venue: 15 McCabe Street North Fremantle Western Australia 6159 Date: Friday, 12 November 2021 Time: 10.00am (WST) This Notice should be read in conjunction with the accompanying Explanatory Statement. Shareholders are urged to attend or vote by lodging the Proxy Form attached to this Notice. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional advisor without delay.

Agenda

Annual Report (no resolution required)

To receive and consider the Annual Report and its controlled entities for the year ended 30 June 2021, which includes the Financial Report, the Directors’ Report and the Auditor’s Report.

Note: There is no requirement for Shareholders to approve these reports . Pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting to ask questions about, or make comments in relation to, each of the aforementioned reports during consideration of these items.

Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, to pass with or without amendment, the following resolution as a non-binding ordinary resolution :

“That pursuant to and in accordance with section 250R(2) of the Corporations Act and for all other purposes, approval is given by Shareholders for the adoption of the the Remuneration Report on the terms and conditions in the Explanatory Statement.”

Resolution 3 – Approval of 10% Placement Facility

To consider and, if thought fit, to pass with or without amendment, the following resolution as a special resolution :

“That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities of up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement.”

Voting Exclusion Statement :

If, at the time of the Meeting, the Company is proposing to make an issue of Equity Securities under the 10% Placement Facility, it will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

However, the Company will not disregard a vote if:

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

Other Business

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. The Directors will consider the outcome of the vote and any comments made by Shareholders on the Remuneration Report when reviewing the Company’s remuneration policies.

Voting Exclusion Statement :

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or
b) a Closely Related Party of such a member.

However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

a) the voter is appointed as a proxy in writing that specifies the way the proxy is to vote on this Resolution; or
b) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Resolution 2 – Re-election of Director – Mr Anson Gan

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution :

“That Mr Anson Gan, being a director of the Company who, having been appointed on 19 March 2015, retires in accordance with clause 13.2 of the Company’s Constitution, Listing Rule 14.5 and for all other purposes, and being eligible and offering himself for re-election, be re-elected as a Director of the Company on the terms and conditions in the Explanatory Statement.”

In accordance with section 250S(1) of the Corporations Act, Shareholders are invited to ask questions about or make comments on the management of the Company and to raise any other business which may lawfully be brought before the Meeting.

Impact of COVID-19 on the Meeting

The Company advises Shareholders that the Meeting will be held in compliance with any government restrictions on gatherings in Australia (and/or Western Australia).

Based on the best information available to the Board at the time of this Notice, the Board considers it will be in a position to hold an “in-person” meeting to provide Shareholders with a reasonable opportunity to participate in and vote at the Meeting, while complying with the COVID-19 restrictions regarding gatherings.

However, Shareholders are strongly encouraged to vote by directed proxy if they are uncertain about attending the meeting inperson.

If the situation in relation to COVID-19 were to change in a way that affects the position abvove, the Company will provide an update ahead of the Meeting by releasing an ASX announcement.

Explanatory Statement

The Explanatory Statement accompanying this Notice is incorporated in and comprises part of this Notice.

Shareholders are referred to the Glossary in the Explanatory Statement which contains definitions of capitalised terms used both in this Notice and the Explanatory Statement.

NOTICE OF ANNUAL GENERAL MEETING

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Proxies

Please note that:

a Shareholder entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies to attend and vote on behalf of the Shareholder;
a proxy need not be a Shareholder of the Company, but must be a natural person (not a corporation). A proxy may also be appointed by reference to an office held by the proxy (e.g. “the Company Secretary”); and
where more than one proxy is appointed, each proxy may be appointed to represent a specified proportion of the Shareholder’s voting rights. If no such proportion is specified, each proxy may exercise half of the Shareholder’s votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging proxy forms.

Voting Entitlements

For the purposes of section 1074E(2) of the Corporations Act 2001 and regulation 7.11.37 of the Corporations Regulations 2001, the Company has determined that members holding ordinary shares as set out in the Company’s share register 48 hours before the meeting will be entitled to attend and vote at the Meeting.

Corporate Representative

Any corporate Shareholder who has appointed a person to act as its corporate representative at the meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company in advance of the meeting or handed in at the meeting when registering as a corporate representative.

Attorneys

If an attorney is to attend the meeting on behalf of a Shareholder, a properly executed original (or originally certified copy) of an appropriate power of attorney must be received by the Company by the deadline for the receipt of Proxy Forms, being no later than 48 hours before the Meeting.

By order of the Board

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Natalie Teo Company Secretary BauMart Holdings Limited

13 October 2021

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide Shareholders with material information to enable them to make an informed decision on the business to be conducted at the Annual General Meeting ( Meeting ) of BauMart Holdings Limited ( Company or BauMart ).

The Directors recommend Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

A Proxy Form is located at the end of this Explanatory Statement.

Annual Report

Under the Corporations Act, the Directors of the Company must table the Financial Report, the Directors’ Report and the Auditor’s Report for BauMart for the year ended 30 June 2021 ( Annual Report ) at the Meeting.

Shareholders will be given reasonable opportunity at the meeting to ask questions and make comments on the Annual Report.

In accordance with section 314 (1AA)(c) of the Corporations Act, the Company advises that the Annual Report is available at the Company’s website: www.baumart.com.au.

There is no requirement either in the Corporations Act or the Company’s Constitution for Shareholders to vote on, approve or adopt the Annual Report. Shareholders will have a reasonable opportunity at the Meeting to ask the Directors, or the Company’s auditor, about:

(a) the preparation and the content of the Auditor’s Report;
(b) the conduct of the audit;
(c) accounting policies of the Company in relation to the preparation of the financial statements; and
(d) the independence of the auditor in relation to the conduct of the audit.

Resolution 1 – Adoption of Remuneration Report

General

The Directors’ Report for the year ended 30 June 2021 contains a Remuneration Report which sets out the policy for the remuneration of Directors and executives of the Company.

Under section 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders.

Voting consequences

The vote on Resolution 1 is advisory only and does not bind the Directors or the Company. However, under the Corporations Act, if at least 25% of the votes cast on the resolution at the Meeting are against adoption of the Remuneration Report, then:

if comments are made on the Remuneration Report at the Meeting, the Company's remuneration report for the financial year ending 30 June 2022 will be required to include an explanation of the Board's proposed action in response or, if no action is proposed, the Board's reasons for this; and
if, at the Company’s next annual general meeting, at least 25% of the votes cast on the resolution are voted against adoption of the remuneration report, the Company will be required to put to Shareholders a resolution proposing that a general meeting ( Spill Meeting ) be called to consider the election of Directors of the Company ( Spill Resolution ). For any Spill Resolution to be passed, more than 50% of the votes cast on the resolution must be in favour of it. If a Spill Resolution is passed, all of the Directors (other than any Managing Director) will cease to hold office immediately before the end of the Spill Meeting unless re-elected at that meeting.

Previous voting results

At the Company’s 2020 annual general meeting, all of the votes cast, of those shareholders who exercised their right to vote, were in favour of the remuneration report for the 2020 financial year.

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Proxy Restrictions

If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on Resolution 1 by marking either “For”, “Against” or “Abstain” on the Proxy Form for Resolution 1.

If you appoint a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report (who is not the Chair) or a closely related party of that member as your proxy, and you do not direct that person on how to vote on this Resolution 1, the proxy cannot exercise your vote and your vote will not be counted in relation to this Resolution 1.

The Remuneration Report identifies the Company’s Key Management Personnel for the 2021 financial year.

Voting intention

The Chair of the Meeting intends to vote all undirected proxies in favour of the Resolution.

Resolution 2 – Re-election of Director – Mr Anson Gan

Clause 13.2 of the Constitution requires that at every annual general meeting, one third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest onethird (rounded upwards in case of doubt), shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years.

A Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election.

Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each annual general meeting.

Mr Gan retires by rotation at this Meeting and, being eligible, offers himself for re-election.

Mr Gan is a registered electrical engineer with the Institution of Engineers (Malaysia). He has held a range of project engineering and consulting positions with various engineering companies in Australia, Malaysia and China, as well as establishing his own business specialising in green building design and green energy technology and the supply of green building materials.

He is an experienced electrical engineer and has held senior roles in project management and green building consultancy in large scale residential and commercial construction projects in Malaysia.

Mr Gan has a Bachelor of Engineering with a major in Electrical Engineering from Curtin University, Western Australia.

The Board (excluding Mr Gan) does not consider Mr Gan to be independent as he is a substantial shareholder of the Company.

If Resolution 2 is passed, Mr Gan will be appointed as a NonExecutive Director of the Company.

If Resolution 2 is not passed, Mr Gan will not be appointed as a Non-Executive Director of the Company.

Board recommendation

The Board (excluding Mr Gan) support the re-election of Mr Gan and recommend that Shareholders vote in favour of Resolution 2 and is not aware of any additional information that would be considered material to Shareholders’ decision to re-elect Mr Gan.

Voting intention

The Chair of the Meeting intends to vote all undirected proxies in favour of the Resolution.

Resolution 3 – Approval of 10% Placement Facility

General

Listing Rule 7.1A enables an eligible entity (as defined below) to issue Equity Securities totaling up to 10% of its issued share capital through placements over a 12 month period after the entity’s annual general meeting at which a special resolution for the purposes of Listing Rule 7.1A is passed ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

EXPLANATORY STATEMENT

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An ‘eligible entity’ for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

The Company is now seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2.

Resolution 3 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 3 for it to be passed.

Listing Rule 7.1A

Any Equity Securities issued under Listing Rule 7.1A must be the same class as an existing class of the Company’s quoted securities.

As at the date of this Notice, the Company has one quoted class of Equity Securities, being its ordinary fully paid shares (ASX: BMH) ( Shares ).

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

A is the number of shares on issue 12 months before the date of issue or agreement:
(a) plus the number of Shares issued in the relevant period under an exception in Listing Rule 7.2 (other than exceptions 9, 16 or 17);
(b) plus the number of Shares issued in the relevant period on the conversion of convertible securities within rule 7.2 exception 9 where:
i. the convertible securities were issued or agreed to be issued before the commencement of the relevant period;
ii. the issue of, or agreement to issue, the convertible securities was approved, or taken under these rules to have been approved, under rule 7.1 or 7.4;
(c) plus the number of Shares issued in the relevant period under an agreement to issue securities within rule 7.2 exception 16, where:
i. the agreement was entered into before the commencement of the relevant period; or
ii. the agreement or issue was approved, or taken under the Listing Rules to have been approved, under rules 7.1 or 7.4;
(d) plus the number of partly paid Shares that became fully paid in the relevant period;
(e) plus the number of Shares issued in the relevant period with the approval of holders of Shares under Listing Rules 7.1 and 7.4. This does not include an issue of fully paid shares under the Company’s 15% placement capacity without shareholder approval; and
(f) less the number of fully paid shares cancelled in the relevant period.

Note that “A” has the same meaning as in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

D is 10%.
E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rules 7.1 or 7.4.

Variable A in Listing Rule 7.1A.2		Dilution	Dilution
	Number of Shares issued under 10% Placement Facility	Funds raised based on issue price of $0.10 50% decrease in Market Price	Funds raised based on issue price of $0.20 Current Market Price	Funds raised based on issue price of $0.30 50% increase in Market Price
Current Variable A 144,744,757	14,474,476 Shares	$1,447,448	$2,894,895	$4,342,343
50% increase in current Variable A 217,117,136	21,711,714 Shares	$2,171,171	$4,342,343	$6,513,514
100% increase in current Variable A 289,489,514	28,948,951 Shares	$2,894,895	$5,789,790	$8,684,685

Specific information required by Listing Rule 7.1A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

(a) The Equity Securities will be issued at an issue price of not less than 75% of the volume weighted average price of Equity Securities in the same class calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:
(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 10 trading days of the date in paragraph (i) above, the date on which the Equity Securities are issued.
(b) If Resolution 3 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will potentially be diluted as shown in the table above, on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice. There is a risk that:
(i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and
(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities in the same class on the issue date.

EXPLANATORY STATEMENT

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The table also shows:

(i) two examples where variable “A”, calculated in accordance with the formula in Listing Rule 7.1A.2, has increased, by 50% and 100%. Variable “A” is based on the number of Shares the Company has on issue. The number of Shares on issue may increase as a result of issues of Shares that do not require Shareholder approval (for example, a pro-rata entitlements issue) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and
(ii) two examples of where the issue price of Shares has decreased by 50% and increased by 50% as against the current market price.

The table has been prepared on the following assumptions:

The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Meeting.
The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
The issue of Equity Securities under the 10% Placement Facility consists only of Shares.
The current market price used is $0.20 based on the closing price as at 4 October 2021.
(c) The Company will only issue the Equity Securities during the period commencing from the date of the Meeting at which the approval is obtained until the earlier of:
(i) the date that is 12 months after the date of the Meeting;
(ii) the time and date of the Company’s next annual general meeting; and
(iii) the time and date of the approval by Shareholders of a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking),

( 10% Placement Period ).

(d) The Company can only issue the Equity Securities for cash consideration. In such circumstances, the Company may use the funds raised towards its existing divisions (e.g. sales and marketing), the acquisition of new assets or investments (including expenses associated with such acquisitions) and/or general working capital.
(vi) advice from corporate, financial and broking advisers (if applicable).

The Company notes that:

prior to undertaking any fundraising, the Board will have regard to whether it is in the Company’s best interest to structure such a fundraising as an entitlements issue to all of the Company’s existing Shareholders at that time.
the persons issued securities under the 10% Placement Facility have not been determined as at the date of this Notice but are likely to be investors who are sophisticated and/or professional investors for the purposes of section 708 of the Corporations Act. No Equity Securities will be issued under Listing Rule 7.1A to related parties of the Company.
(f) The Company previously obtained Shareholder approval under Listing Rule 7.1A at the 2020 Annual General Meeting held on 17 November 2020 ( Previous Approval ). The Company has not issued Equity Securities pursuant to the Previous Approval in the 12 months preceding the date of this Notice of Meeting.
(g) When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.3
(h) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholders will be excluded from voting on Resolution 3.

If Resolution 3 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit under Listing Rules 7.1 and 7.1A without any further shareholder approval.

If Resolution 3 is not passed, the Company will not be able to access the additional 10% Placement Facility to issue Equity Securities without shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without shareholder approval set out in Listing Rule 7.1.

Board recommendation

The Board believes that Resolution 3 is in the best interests of the Company and recommends Shareholders vote in favour of the Resolution.

Voting intention

The Chair of the Meeting intends to vote all undirected proxies in favour of the Resolution.

(e) The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the persons to whom the Equity Securities will be issued will be determined on a case-by-case basis having regard to the factors including but not limited to the following:
(i) the purpose of the issue;
(ii) the methods of raising funds that are available to the Company including, but not limited to, an entitlements issue or other issue in which existing security holders can participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the financial situation and solvency of the Company;
(v) prevailing market conditions; and

EXPLANATORY STATEMENT

Glossary

$ means an Australian dollar.

10% Placement Facility has the meaning given in Resolution 3.

10% Placement Period has the meaning given in Resolution 3.

Annual General Meeting or Meeting means the annual general meeting the subject of this Notice.

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Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a member of the Company.

WST means Western Standard Time, as observed in Perth, Western Australia.

In this Notice, words importing the singular includes the plural and vice versa.

Annual Report means the Directors’ Report, the Financial Report and the Auditor’s Report in respect of the financial year ended 30 June 2021.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

Auditor’s Report means the auditor’s report in the Financial Report.

Board means the board of Directors.

Chair means the person appointed to chair the Meeting, or any part of the Meeting, convened by the Notice.

Closely Related Party means a closely related party of a member of Key Management Personnel as defined in section 9 of the Corporations Act, being

(a) a spouse or child of the member;
(b) a child of that member’s spouse;
(c) a dependent of that member or of that member’s spouse;
(d) anyone else who is one of that member’s family and may be expected to influence that member, or be influenced by that member, in that member’s dealings with the Company;
(e) a company that is controlled by that member; or

(f) any other person prescribed by the regulations.

Company or BauMart means BauMart Holdings Limited (ACN 602 638 531).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a Director of the Company and Directors means the directors of the Company.

Directors’ Report means the annual directors’ report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Equity Security has the same meaning as in the Listing Rules.

Explanatory Statement means the explanatory statement which forms part of the Notice.

Key Management Personnel means key management personnel of the Company as defined in section 9 of the Corporations Act and Australian Accounting Standards Board accounting standard 124, broadly including those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise).

Financial Report means the annual financial report of the Company and its controlled entities prepared under Chapter 2M of the Corporations Act.

Listing Rules mean the official listing rules of ASX.

Notice means this notice of meeting comprising the notice, agenda, Explanatory Statement and Proxy Form.

Proxy Form means a proxy form attached to the Notice.

Remuneration Report means the remuneration report of the Company contained in the Directors’ Report.

Resolution means a resolution contained in the Notice.

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A C N 6 0 2 6 3 8 5 3 1

P R O X Y F O R M

1. Appointment of Proxy

I/We of being a member/s of BauMart Holdings Limited and entitled to attend and vote hereby appoint the Chair of the OR PLEASE NOTE : Leave this box Meeting blank if you have selected the Chair of the Meeting. Do not insert your own (mark with an ‘X’) name(s).

or if no person is named, the Chair of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of BauMart Holdings Limited to be held at 15 McCabe Street, North Fremantle Western Australia 6159, on Friday, 12 November 2021 commencing at 10.00am (WST) and at any adjournment of that meeting.

The Chair of the Meeting intends to vote undirected proxies in favour of each of the items of business. In exceptional circumstances the Chair may change his or her voting intentions on any resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

Chair authorised to exercise proxies on remuneration-related matters : If I/we appoint the Chair of the Meeting as my/our proxy (or the Chair of the Meeting becomes your proxy by default), I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of Resolution 1 even though that item is connected directly or indirectly with the remuneration of a member of key management personnel of BauMart Holdings Limited, which includes the Chair. I/we acknowledge that if the Chair of the Meeting is my/our proxy and I/we have not marked any of the boxes opposite Resolution 1, the Chair of the Meeting intends to vote my/our proxy in favour of Resolution 1.

Note: You can direct the Chair how to vote by marking the boxes below (for example, if you wish to vote against or abstain from voting).

2. Items of Business

Voting directions to your proxy – please mark to indicate your directions

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FOR AGAINST ABSTAIN
1. Adoption of Remuneration Report o o o
2. Re-election of Director – Mr Anson Gan o o o
3. Approval of 10% Placement Facility o o o
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PLEASE NOTE : If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in computing the required majority on a poll.

3. Signature of Securityholder(s)

Please sign here

THIS SECTION MUST BE SIGNED IN ACCORDANCE WITH THE INSTRUCTIONS OVERLEAF TO ENABLE YOUR DIRECTIONS TO BE IMPLEMENTED.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Individual/ Sole Director and Director Director/ Company Secretary Sole Company Secretary Contact Name Contact Daytime Telephone

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A C N 6 0 2 6 3 8 5 3 1

H O W T O C O M P L E T E T H E P R O X Y F O R M

1. Appointment of Proxy

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chair of the Meeting, please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the Company.

If you have appointed a company as your proxy and a representative of that company wishes to attend the meeting, the representative will be required to provide the Company with the appropriate written documentation evidencing that the person is a representative of the proxy. Should you require it, the Company will provide you with a corporate representative form free of charge. Please contact the Company Secretary if you require a corporate representative form.

Voting 100% of your holding: Direct your proxy how to vote by marketing one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you market more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote for in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies, you must specify the percentage of votes or numbers of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Section 1.

2. Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with your directions. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

3. Signing Instructions

You must sign this form as follows in the spaces provided:

where the holding is in one name, the holder must sign.

Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, all of the securityholders should sign. Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the Company. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the Company’s registered office or at the address given below no later than 10.00am (WST) on Wednesday, 10 November 2021, being 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged by post or email to BauMart Holdings Limited:-

PO Box 4324 Mosman Park South WA 6912 Email: [email protected]

AI assistant

BAUMART HOLDINGS LIMITED — AGM Information 2021

64539_rns_2021-10-12_d45a0188-ad67-40fb-ae7a-b8a042a5c9e4.pdf