MAAS GROUP HOLDINGS LIMITED — Director's Dealing 2021

Nov 17, 2021

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity: Maas Group Holdings Limited

ABN: 84 632 994 542

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Wesley Jon Maas
Date of last notice	19 October 2021

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest Direct and Indirect

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.

W & E Maas Holdings Pty Ltd as trustee for the Maas Family Trust – relevant interest under sections 608(1)(b) and (c) and 608(3)(b) of the Corporations Act. EMS Invest Pty Ltd as trustee for the EMS Invest Trust - relevant interest under sections 608(1)(b) and (c) and 608(3)(b) of the Corporations Act. Emma Margaret Maas - relevant interest under sections 608(1)(b) and (c) and 608(3)(b) of the Corporations Act. HSBC Custody Nominees (Australia) Ltd (as nominee and custodian for shares beneficially owned by W & E Maas Holdings Pty Ltd as trustee for the Maas Family Trust) Relevant interest in securities that Maas Group Holdings Limited (MGH) has the power to control disposal under sections 608(1)(c) and 608(3)(a) of the Corporations Act. Registered holders of those securities that MGH has a relevant interest in are disclosed in MGH’s ASIC Form 604 of 8/07/2021 together with the other registered holders of escrowed securities issued since 8/07/2021 set out below: C & A Pilley Investments Pty Ltd C & V Walker Investments Pty Ltd David James Payne Canberra Self Storage Pty Ltd S Maas Ventures 2 Pty Ltd R Maas Ventures Pty Ltd R Maas Holdings Pty Ltd S Maas Holdings Pty Ltd S Maas Properties Pty Ltd Endure Investments Pty Ltd RMACT Pty Ltd SAIML PtyLtd

Date of change

12 November and 15 November 2021

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior to change Wesley Jon Maas W & E Maas Holdings Pty Ltd as trustee for the Maas Family Trust EMS Invest Pty Ltd as trustee for the EMS Invest Trust Emma Margaret Maas HSBC Custody Nominees (Australia) Ltd Total Securities over which Maas Group Holdings Limited has the power to control disposal under sections 608(1)(c) and 608(3)(a) of the Corporations Act. Registered holders of those securities are disclosed in MGH’s ASIC Form 604 of 08/07/2021 together with the other registered holders for escrowed securities issued since 8/07/2021 noted above. TOTAL	15,501,611 ordinary shares 75,978,452 ordinary shares 14,343,334 ordinary shares 41,597,610 ordinary shares 1,980,635 ordinary shares 149,401,642 ordinary shares 41,961,401 ordinary shares (which for the avoidance of doubt excludes any of those shares listed above that are still subject to voluntary escrow over which Maas Group Holdings Limited also has the power to control disposal) 191,363,043 ordinary shares
Class Total Number acquired HSBC Custody Nominees (Australia) Ltd Change of relevant interest of Maas Group Holdings Limited’s interest in its own shares due to issue of shares subject to voluntary escrow arrangements.	Fully paid ordinary shares 2,486,364 6,109,000
Number disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$12,795,322.50 (with respect to the 2,486,364 shares subscribed for)
No. of securities held after change Wesley Jon Maas W & E Maas Holdings Pty Ltd as trustee for the Maas Family Trust	15,501,611 ordinary shares 75,978,452 ordinary shares
EMS Invest Pty Ltd as trustee for the EMS Invest Trust	14,343,334 ordinary shares

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Emma Margaret Maas HSBC Custody Nominees (Australia) Ltd Total Securities over which Maas Group Holdings Limited has the power to control disposal under sections 608(1)(c) and 608(3)(a) of the Corporations Act. Registered holders of those securities are disclosed in MGH’s ASIC Form 604 of 08/07/2021 together with the other registered holders for escrowed securities issued since 8/07/2021 noted above. TOTAL

41,597,610 ordinary shares 4,466,999 ordinary shares 151,888,006 ordinary shares 48,070,401 (which for the avoidance of doubt excludes any of those shares listed above that are still subject to voluntary escrow over which Maas Group Holdings Limited also has the power to control disposal) 199,958,407 ordinary shares

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Acquisitions relates to the subscription for shares pursuant to the underwriting of the shortfall of the dividend reinvestment plan of the 2021 interim dividend (405,383 shares) and participation in the Conditional Placement (2,080,981 shares) which were both approved by shareholders at the MGH AGM of 9 November 2021. The change in relevant interest of MGH’s interest in its own shares relates to the issue of 6,109,000 securities in relation to the acquisition of Maas Constructions Group, Maas Plumbing and the Spacey Storage businesses which are subject to voluntary escrow arrangements which gives rise to the relevant interest. As a consequence, Mr Maas’ relevant interest has also increased although he has no beneficial interest in these additional escrowed shares. .

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract

Master Loan Agreement and Deed of Security

Nature of interest

W & E Maas Holdings Pty Ltd as trustee for the Maas Family Trust has entered into a Master Loan Agreement and Deed of Security in respect of a portion of its shareholding in MAAS Group Holdings Ltd. The loan facility provides W & E Maas Holdings Pty Ltd as trustee for the Maas Family Trust with an ability to borrow against the value of the MAAS Group Holdings Ltd shares held as collateral pursuant to the Deed of Security. The term of the loan facilityis 3years.

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Name of registered holder (if issued securities)	HSBC Custody Nominees (Australia) Ltd
Date of change	15 November 2021
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	Facility now relates to 4,466,999 ordinary shares with provision for further loan tranches.
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

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