• Matrix enters into exclusivity deed with AIH to acquire Matrix for $0.40 per share
• Exclusivity period until 28 April 2026, with customary 'no shop', 'no talk' and 'no due diligence' obligations
• Matrix Board continuing to assess the proposed transaction

Matrix Composites & Engineering Ltd (ASX: MCE, 'Matrix' or the 'Company') has entered into an exclusivity deed with Advanced Innergy Holdings Limited (ASX: AIH) ('AIH') in relation to AIH's non-binding indicative proposal to acquire all of the shares in Matrix for $0.40 per share in cash (the 'Proposed Transaction'). The Exclusivity Deed governs the basis upon which AIH may undertake due diligence and provides for the parties to negotiate in good faith, in parallel with the due diligence, a binding scheme implementation deed to be entered into by Matrix and AIH or an AIH entity in respect to the Proposed Transaction ('Definitive Agreement'). AIH has been granted exclusive due diligence access until 28 April 2026 (or such later date as the parties may agree) ('Exclusivity Period'). The Exclusivity Deed includes customary 'no shop', 'no talk' and 'no due diligence' obligations and notification and matching rights that apply during the Exclusivity Period. A customary fiduciary carve out applies to the no talk and no due diligence restrictions enabling the Matrix Board to deal with competing proposals from third parties that are, or could become, superior proposals from 28 April 2026. The Matrix Board is continuing to assess the Proposed Transaction with its advisers. Shareholders do not need to take any action at this time. Matrix notes that there is no certainty that the parties will enter into a Definitive Agreement or that the Proposed Transaction will proceed.