• AIH submits non-binding indicative offer to acquire all MCE shares for $0.40 per share
• Exclusivity Deed grants AIH opportunity to negotiate binding terms with MCE until 28 April 2026
• Exclusivity Deed contains customary restrictions on MCE, including 'no shop', 'no talk' and 'no due diligence'

Advanced Innergy Holdings Limited (ASX:AIH) has announced that it has entered into an exclusivity deed (Exclusivity Deed) with Matrix Composites & Engineering Ltd (ASX: MCE) following the submission of its non-binding indicative offer (NBIO) to acquire all of the ordinary MCE shares on issue for $0.40 cash per MCE share by way of a scheme of arrangement (Proposed Transaction). The Proposed Transaction is a key part of AIH's strategy to build a market leading technical buoyancy and subsea ancillaries platform and establish its manufacturing presence in the Asia-Pacific region. The Exclusivity Deed grants AIH the opportunity to negotiate and agree binding terms with MCE on an exclusive basis until 28 April 2026 (or such later date as the parties agree in writing). The Exclusivity Deed contains customary exclusivity restrictions on MCE, including 'no shop', 'no talk' and 'no due diligence' and 'notification' obligations. The Exclusivity Deed also provides AIH with a matching right should a competing proposal to acquire MCE arise. No fiduciary exception applies to these obligations for the entirety of the initial exclusivity period (unless it is subsequently extended). The Proposed Transaction is non-binding at this stage and remains subject to the agreement of binding documentation as well as final approval of the AIH Board (among other matters). Accordingly, there is no certainty that the Proposed Transaction will proceed.