AstiVita : Target's Statement

ASX Announcement 8 April 2022

Release of AstiVita's Target's Statement

AstiVita Limited (AstiVita or the Company) (ASX: AIR) refers to the recommended off-market takeover bid made by Tamawood Limited (Tamawood) to acquire all of the outstanding issued shares in AstiVita. AstiVita has received Tamawood's bidder's statement, a copy of which was released to the market on 6 April 2022 (the Bidder's Statement).

A copy of AstiVita target's statement in response to the Bidder's Statement (the Target's Statement), along with a copy of the independent expert's report (the Independent Expert's Report), has been served on Tamawood today, and lodged with the Australian Securities and Investments Commission. The Company anticipates that the Target's Statement and the accompanying Independent Expert's Report, will be dispatched to AstiVita shareholders along with the Bidder's Statement on or about 12 April 2022.

For further enquiries contact:

Rade Dudurovic

Sole Independent Director AstiVita Limited

E:[e-mail]

This announcement is authorised for release by the Sole Independent Director of AstiVita Limited, Mr Rade Dudurovic.

T 07 3726 2000 F 07 3726 2099

243 Milton Rd, Milton QLD 4064 PO Box 881, Archerfield QLD 4108

[e-mail]

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION If you do not understand it or are in doubt as to its contents or how to act, please contact your professional adviser immediately.

TARGET'S STATEMENT

This Target's Statement has been issued by AstiVita Limited ACN 139 461 733, in response to the bid by Tamawood Limited ACN 010 954 499 to acquire the Shares in AstiVita Limited.

AstiVita's Independent Director recommends that you

ACCEPT

Tamawood's Offer in the absence of a Superior Offer

LEGAL ADVISER

IMPORTANT NOTICES

This Target's Statement, dated 8 April 2022, is given by AstiVita Limited ACN 139 461 733 ("AstiVita") under

Part 6.5 of the Corporations Act 2001 (Cth) in response to the Offer made pursuant to the Bidder's Statement dated 6 April 2022 which was delivered to AstiVita Shareholders by the Bidder on or around 6 April 2022.

Defined terms

Numerous defined terms are used in this Target's

Statement. Defined terms have been capitalised. These terms are explained in the glossary in SECTION 9

Financial Data

All dollar values are in Australian dollars unless stated otherwise.

ASIC and ASX disclaimer

A copy of this Target's Statement has been lodged with

ASIC and sent to ASX. None of ASIC, ASX or any of their respective officers takes any responsibility for the content of this Target's Statement.

No account of personal circumstances

This Target's Statement does not take into account the individual investment objectives, financial or tax situation or particular needs of each AstiVita Shareholder. This document does not contain personal financial or taxation advice. Before making a decision in relation to the Offer, you may wish to seek independent financial, taxation and other professional advice.

Disclaimer regarding forward looking statements

This Target's Statement contains various forward-looking statements. You should be aware that these statements are predictions only and are subject to inherent risks and uncertainties in that they may be affected by a variety of known and unknown risks, variables and other factors. Those risks and uncertainties include factors and risks specific to the industry in which AstiVita operates as well as general economic conditions and conditions in the financial markets. Many of these risks are beyond the control of AstiVita. Actual events or results may differ materially from the events or results expressed or implied in any forward-looking statement and deviations are both normal and to be expected.

None of AstiVita, any of its officers, or any person named in this Target's Statement with their consent, or any person involved in the preparation of this Target's Statement makes any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement. You are cautioned not to place unduereliance on those statements. The forward-looking statements in this Target's Statement reflect views held as at the date of this Target's Statement.

Notice to Foreign Shareholders

The release, publication or distribution of this Target's Statement in jurisdictions other than Australia may be restricted by law or regulation in such other jurisdictions and persons who come into possession of it should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable laws or regulations. This Target's

Statement has been prepared in accordance with Australian law and the information contained in this Target's Statement may not be the same as that which would have been disclosed if the Target's Statement had been prepared in accordance with the laws and regulations outside Australia.

Privacy Statement

AstiVita has collected your information from the register of AstiVita Shareholders for the purpose of providing you with this Target's Statement. The type of information

AstiVita has collected about you includes your name, contact details and information of on your shareholding (as applicable) in AstiVita. Without this information, AstiVita would be hindered in its ability to issue this

Target's Statement. The Corporation Act requires the name and address of Shareholders to be held in a public register. Your information may be disclosed on a confidential basis to external service providers (Including AstiVita Share Registry and print and mail service providers) and may be required to be disclosed to regulators such as ASIC. If you would like details of information about Shares you hold by AstiVita, please contact:

Computershare Investor Services Pty Limited Level 1, 200 Mary Street

Brisbane QLD 4000 Phone: [phone]

Information on Bidder in this Target's Statement

Except where disclosed otherwise, the information on the Bidder in this Target's Statement has been obtained from the Bidder's Statement. AstiVita and its Independent Director is unable to verify the accuracy or completeness of the information on the Bidder.

Subject to the Corporations Act, neither AstiVita, nor its officers make any representation or warranty, express or implied, regarding such information and disclaim any responsibility in respect of that information.

Information concerning the Offer

Shareholders can seek further information about the Offer by emailing the Independent Director [e-mail].

1	DIRECTORS' RECOMMENDATIONS AND INTENTIONS	8
1.1	Independent Director's Recommendation	8
1.2	Delegation of Board's authority to the Independent Director	8
1.3	Reasons to accept the Offer	8
1.4	Disadvantages associated with accepting the Offer	10
1.5	Other considerations	11
2	KEY INFORMATION	12
3	YOUR CHOICES AS AN ASTIVITA SHAREHOLDER	16
3.1	Your choices	16
3.2	Consider the Target's Statement before making a decision	16
4	INFORMATION ABOUT THE OFFER AND OTHER IMPORTANT ISSUES	17
4.1	Summary of the Offer	17
4.2	The Bidder's voting power in AstiVita	17
4.3	Consequences of the Bidder acquiring less than 90% of AstiVita	17
4.4	Superior Offer	17
4.5	Compulsory acquisition	17
4.6	Market trading	18
4.7	Taxation	18
4.8	How to accept the Offer	19
5	ABOUT ASTIVITA	20
5.1	Background information on AstiVita	20
5.2	Directors and management	20
6	ABOUT TAMAWOOD	21
6.1	Background information on Tamawood	21
6.2	Ownership and Capital Structure	21
6.3	Directors and management	22
7	INTERESTS OF DIRECTORS	23
7.1	Interests of Directors in AstiVita securities	23
7.2	Dealings by Directors in AstiVita securities	23
7.3	Interests and dealings in the Bidder	23
7.4	Benefits to Directors	23
7.5	Conditional agreements	23
7.6	Interests in contracts with the Bidder	23
8	ADDITIONAL INFORMATION	24
8.1	Other material information	24
8.2	Issued securities	24
8.3	Consents	24

8.4 Miscellaneous and publicly available information 25

8.5 Date of Target's Statement 25

8.6 Approval of Target's Statement 25

9 GLOSSARY 26

9.1 Definitions 26

9.2 Interpretation 28

SECTION 10 29

10 CORPORATE DIRECTORY 29

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