MAAS : Appendix 3B

For personal use only

This appendix is available as an online form
Only use this form if the online version is not available	+Rule 3.10.3

Appendix 3B

Proposed issue of +securities

Information and documents given to ASX become ASX's property and may be made public.

If you are an entity incorporated outside Australia and you are proposing to issue a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. For offers where the +securities proposed to be issued are in an existing class of security, and the event timetable includes rights (or entitlement for non- renounceable issues), and deferred settlement trading or a representation of such, ASX requires the issuer to advise ASX of the ISIN code for the rights (or entitlement), and deferred settlement trading. This code will be different to the existing class. If the securities do not rank equally with the existing class, the same ISIN code will be used for that security to continue to be quoted while it does not rank.

Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

+ See chapter 19 for defined terms
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For personal use only

	This appendix is available as an online form	Appendix 3B
			Proposed issue of +securities
	Part 1 - Entity and announcement details
	Question	Question	Answer
	no
1.1	*Name of entity	Maas Group Holdings Limited
		We (the entity here named)
		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	*Registration type and number	ABN 84632994542
		Please supply your ABN, ARSN,
		ARBN, ACN or another registration
		type and number (if you supply
		another registration type, please
		specify both the type of registration
		and the registration number).
1.3	*ASX issuer code	MGH
1.4	*This announcement is	☐ A new announcement
		Tick whichever is applicable.	☒ An update/amendment to a previous announcement
			☐ A cancellation of a previous announcement
	1.4a	*Reason for update
		Answer this question if your response	Approval of Conditional Placement at MGH AGM on 9
		to Q 1.4 is "An update/amendment to	November 2021.
		previous announcement". A reason
		Issue date for balance of Irrevocable Commitments for
		must be provided for an update.
			SPP Shortfall Shares amended to 19 December 2021.

+ See chapter 19 for defined terms
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	This appendix is available as an online form	Appendix 3B
			Proposed issue of +securities
	1.4b	*Date of previous	10 September 2021
		announcement(s) to this
		update
		Answer this question if your response
		to Q 1.4 is "An update/amendment to
		previous announcement".
	1.4c	*Reason for cancellation	N/A
		Answer this question if your response
		to Q 1.4 is "A cancellation of previous
		announcement".
	1.4d	*Date of previous	N/A
		announcement(s) to this
		cancellation
		Answer this question if your response
		to Q 1.4 is "A cancellation of previous
		announcement".
1.5	*Date of this announcement	15/11/21
1.6	*The proposed issue is:	☐ A +bonus issue (complete Parts 2 and 8)
		Note: You can select more than one	☐ A standard +pro rata issue (non-renounceable or
		type of issue (e.g. an offer of
		renounceable) (complete Q1.6a and Parts 3 and 8)
		securities under a securities purchase
		plan and a placement, however ASX	☐ An accelerated offer (complete Q1.6b and Parts 3 and 8)
		may restrict certain events from being
		announced concurrently). Please	☒ An offer of +securities under a +securities purchase
		contact your ASX listings compliance
		adviser if you are unsure.	plan (complete Parts 4 and 8)

• A non-+pro rata offer of +securities under a +disclosure document or +PDS (complete Parts 5 and 8)
• A non-+pro rata offer to wholesale investors under an information memorandum (complete Parts 6 and 8)

		☒ A placement or other type of issue (complete Parts 7 and
		8)
1.6a	*The proposed standard +pro	☐ Non-renounceable
	rata issue is:	☐ Renounceable
	Answer this question if your response

to Q1.6 is "A standard pro rata issue (non-renounceable or renounceable)."

Select one item from the list

An issuer whose securities are currently suspended from trading cannot proceed with an entitlement offer that allows rights trading. If your securities are currently suspended, please consult your ASX listings compliance adviser before proceeding further.

For

1.6b *The proposed accelerated offer is:

Answer this question if your response to Q1.6 is "An accelerated offer"

Select one item from the list

An issuer whose securities are currently suspended from trading cannot proceed with an entitlement offer that allows rights trading. If your securities are currently suspended, please consult your ASX listings compliance adviser before proceeding further.

• Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO)
• Accelerated renounceable entitlement offer (commonly known as an AREO)
• Simultaneous accelerated renounceable entitlement offer (commonly known as a SAREO)
• Accelerated renounceable entitlement offer with dual book-build structure (commonly known as a
  RAPIDS)
• Accelerated renounceable entitlement offer with retail rights trading (commonly known as a PAITREO)

+ See chapter 19 for defined terms
5 June 2021	Page 3

For personal use only

This appendix is available as an online form	Appendix 3B
	Proposed issue of +securities

Part 4 - Details of proposed offer under +securities purchase plan

If your response to Q1.6 is "An offer of securities under a securities purchase plan", please complete Parts 4A - 4F and the details of the securities proposed to be issued in Part 8. Refer to section 12 of Appendix 7A of the Listing Rules for the timetable for securities purchase plans.

Part 4A - Proposed offer under +securities purchase plan - conditions

Question Question	Answer
No.
4A.1	*Do any external approvals need to be	No

obtained or other conditions satisfied before the offer of +securities under the +securities purchase plan can proceed on an unconditional basis?

For example, this could include:

• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval

Disregard any approvals that have already been obtained or conditions that have already been satisfied.

4A.1a	Conditions
Answer these questions if your response to 4A.1 is "Yes".
*Approval/ condition	*Date for	*Is the date	**Approval received/	Comments
Type		determination	estimated or	condition met?
Select the applicable	The 'date for	actual?	Please respond "Yes" or
approval/condition	determination' is the			"No". Only answer this
from the list (ignore	date that you expect to			question when you know
those that are not	know if the approval is			the outcome of the
applicable). More than	given or condition is			approval.
one approval/condition	satisfied (for example,
can be selected.	the date of the security
		holder meeting in the
		case of security holder
		approval or the date of
		the court hearing in the
		case of court approval).
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
Other (please specify
in comment section)

Part 4B - Proposed offer under +securities purchase plan - offer details

Question	Question	Answer
No.
4B.1	*Class or classes of +securities that will	MGH Ordinary Fully Paid Shares
	participate in the proposed offer (please
	enter both the ASX security code &
	description)

If more than one class of security will participate in the securities purchase plan, make sure you clearly identify any different treatment between the classes.

+ See chapter 19 for defined terms
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For personal use only

	This appendix is available as an online form	Appendix 3B
			Proposed issue of +securities
	4B.2	*Class of +securities to be offered to them	MGH Ordinary Fully Paid Shares
		under the +securities purchase plan (please
		enter both the ASX security code &
		description)
		Only existing classes of securities may be offered in a
		securities purchase plan.
		A +security purchase plan is defined in Chapter 19 of
		the Listing Rules as a purchase plan, as defined in
		ASIC Corporations (Share and Interest Purchase
		Plans) Instrument 2019/54. The ASIC Corporations
		(Share and Interest Purchase Plans) Instrument
		2019/54 is relevant for shares or interest that are in a
		class which is quoted on the financial market operated
		by ASX. Unquoted securities and securities that are not
		yet quoted on ASX do not fall within the definition of
		+security purchase plan, this has consequences for
		Listing Rules 7.2 exception 5 and 10.12 exception 4.
		Please ensure that you have received appropriate legal
		advice with regards to an offer that includes an offer of
		attaching securities.
	4B.2a	If the offer includes attaching +securities -	No
		please confirm whether the offer of the
		attaching +securities is a separate offer to
		the offer pursuant to the +security purchase
		plan
	4B.2b	If the offer includes attaching +securities -	No
		please confirm whether the attaching
		+securities are being offered under a
		+disclosure document or +PDS
	4B.3	*Maximum total number of those +securities	2,727,272
		that could be issued if all offers under the
		+securities purchase plan are accepted	The SPP closed on 30 September 2021 with
			41,369 ordinary shares subscribed for under
			SPP with a further 2,727,272 ordinary
			shares to be subscribed for under
			irrevocable subscription agreements.
			Refer ASX announcement of 6 October
			2021 for further information.
	4B.4	*Will the offer be conditional on applications	No
		for a minimum number of +securities being
		received or a minimum amount being raised
		(i.e. a minimum subscription condition)?
	4B.4a	*Describe the minimum subscription	N/A
		condition
		Answer this question if your response to Q4B.4 is
		"Yes".
	4B.5	*Will the offer be conditional on applications	No
		for a maximum number of +securities being
		received or a maximum amount being
		raised (i.e. a maximum subscription
		condition)?
	4B.5a	*Describe the maximum subscription	N/A
		condition
		Answer this question if your response to Q4B.5 is
		"Yes".
	4B.6	*Will individual +security holders be	Yes
		required to accept the offer for a minimum
		number or value of +securities (i.e. a
		minimum acceptance condition)?

+ See chapter 19 for defined terms
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