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MATRIX COMPOSITES & ENGINEERING LIMITED — M&A Activity 2026
Jun 5, 2026
65303_rns_2026-06-05_b56732cf-1b1a-4d6a-8e14-9e4a355792f4.pdf
M&A Activity
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Matrix COMPOSITES & ENGINEERING
DISPATCH OF SCHEME BOOKLET
5 JUNE 2026
Matrix Composites & Engineering Ltd (ASX: MCE, "Matrix") refers to its announcement on 3 June 2026 in relation to:
- the proposed acquisition of 100% of the issued share capital of Matrix by Advanced Innergy Solutions Australia Pty Ltd, a wholly owned subsidiary of Advanced Innergy Holdings Limited (ASX: AIH) (AIH), by way of a members' scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth) (the Scheme); and
- the orders made by the Federal Court of Australia (Western Australia registry) that Matrix convene a meeting of its shareholders (Scheme Meeting) to consider and vote on a resolution to approve the Scheme (Scheme Resolution) and approving the distribution by Matrix of an explanatory statement providing information about the Scheme and the Notice of Scheme Meeting (Scheme Booklet) to Matrix Shareholders.
Capitalised terms used in this announcement have the meaning given to them in the Scheme Booklet, unless the context otherwise requires.
Details regarding dispatch
Matrix has today completed the dispatch of the Scheme Booklet, which was sent to Matrix Shareholders as follows, in accordance with the orders of the Court:
- shareholders who have elected to receive electronic notices of meeting from Matrix have been sent an email with a link to access the Scheme Booklet and a link to complete and lodge their proxy form online; and
- all other shareholders have been sent a letter (by post) containing instructions on how to access the Scheme Booklet, together with a personalised proxy form.
A copy of the letter sent to Matrix Shareholders by post and a sample proxy form are attached to this announcement. A copy of the Scheme Booklet (including the Independent Expert's Report) is attached to Matrix's announcement dated 4 June 2026 and is also available on Matrix's website at www.matrixengineered.com and on the ASX Market Announcement page at www.asx.com.au under Matrix's ticker code 'MCE'.
Matrix Shareholders should read the Scheme Booklet carefully and, in its entirety, including the materials accompanying it, before deciding how to vote at the Scheme Meeting.
Matrix Directors' recommendation
The Matrix Directors:
- continue to unanimously recommend that Matrix Shareholders vote in favour of the Scheme Resolution; and
- intend to cause all Matrix Shares in which they have a Relevant Interest to be voted in favour of the Scheme Resolution,
MATRIX COMPOSITES & ENGINEERING LTD
150 Quill Way, Henderson, WA. Australia 6166. T: +61 8 9412 1200 ABN 54 009 435 250
[email protected] www.matrixengineered.com
Matrix COMPOSITES & ENGINEERING
in each case in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Matrix Shareholders.
Scheme Meeting
The Scheme Meeting is scheduled to be held at 10:30am (AWST) on Monday, 6 July 2026 at 150 Quill Way, Henderson WA 6166.
Your vote is important in determining whether or not the Scheme is implemented. Each Matrix Shareholder who is registered on the Matrix share register as at 10:30am (AWST) on Saturday, 4 July 2026 will be entitled to attend and vote at the Scheme Meeting.
Matrix Shareholders who are unable, or do not wish, to attend the Scheme Meeting are encouraged to submit a proxy vote as early as possible and in any event by no later than 10:30am (AWST) on Saturday, 4 July 2026.
Second Court Hearing
If the Requisite Majorities of Matrix Shareholders vote in favour of the Scheme at the Scheme Meeting, and all relevant conditions of the Scheme are satisfied or waived (as applicable), Matrix will apply to the Federal Court of Australia (Western Australia registry) for orders approving the Scheme at the Second Court Hearing.
Indicative Scheme timetable
An indicative timetable for the Scheme is set out below.
| Event | Date and time |
|---|---|
| Scheme Meeting | 10:30am (AWST) on 6 July 2026 |
| Second Court Hearing | 10:15am (AWST) on 13 July 2026 |
| Effective Date | 14 July 2026 |
| Record Date | 5:00pm (AWST) on 16 July 2026 |
| Implementation Date | 23 July 2026 |
Note: The above times and dates are indicative only and subject to change. Among other things, dates and times following the Scheme Meeting are subject to necessary approvals from the Court and all other Conditions to the Scheme being satisfied or waived (as applicable). Matrix reserves the right to vary the above dates and times in consultation with AIH and otherwise in accordance with the Scheme Implementation Deed, and any changes will be announced by Matrix to the ASX.
Further information
If, after reading the Scheme Booklet, you have any questions about the Scheme or the Scheme Booklet, please contact the Matrix Shareholder Information Line on +61 1300 222 378 between 8:30am and 5:30pm (Sydney time) on Monday to Friday (excluding Australian public holidays).
-ends-
This announcement was authorised for release by the Managing Director and Chief Executive Officer of Matrix.
MATRIX COMPOSITES & ENGINEERING LTD
150 Quill Way, Henderson, WA, Australia 6166. T: +61 8 9412 1200 ABN 54 009 435 250
[email protected] www.matrixengineered.com
Matrix
COMPOSITES & ENGINEERING
FOR FURTHER INFORMATION PLEASE CONTACT:
Investors
Aaron Begley
Chief Executive Officer
Ph: +61 8 9412 1200
Email: [email protected]
Brendan Cocks
Chief Financial Officer
Ph: +61 8 9412 1200
Email: [email protected]
Media
Steve Suleski
FTI Consulting
Ph: +61 8 9321 8533
Email: [email protected]
ABOUT MATRIX COMPOSITES & ENGINEERING
Matrix Composites & Engineering specialises in the design, engineering, and manufacture of composite and advanced material technology solutions for the oil and gas, civil and infrastructure, resources, defence, and transportation industries. With more than 20 years-experience, Matrix has gained a reputation as an industry leader and has become a major exporter of Australian goods and services with customers located all over the world. From its award-winning head office in Australia and offices in the United States, and a global network, Matrix is uniquely positioned to deliver complete turnkey solutions offerings with localised customer support.
MATRIX COMPOSITES & ENGINEERING LTD
150 Quill Way, Henderson, WA, Australia 6166. T: +61 8 9412 1200 ABN 54 009 435 250
[email protected] www.matrixengineered.com