MAAS : MGH Capital Raising Presentation

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EQUITY RAISING TO FUND GROWTH AND ACQUISITION INITIATIVES

29 July 2022

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DISCLAIMER

This presentation has been prepared by, and is the sole responsibility of, Maas Group Holdings Ltd ACN 632 994 542 (MGH or the Company) and is dated 29 July 2022. The Company is under no obligation to update or keep the information represented in this presentation current past this date. All information is subject to change without notice. The presentation contains summary information about the Company, its subsidiaries and its businesses as at the date of this presentation (unless otherwise stated) and has been prepared in relation to a placement of fully paid ordinary shares in the Company (Shares).

Confidentiality

This document and the information in this document (Confidential Information) is strictly confidential. You must not copy, reproduce, quote or refer to the Confidential Information or give it to another person, in whole or in part, without the prior written consent of the Company, which may be withheld in its absolute discretion.

Limitation of financial product advice

At no time should this presentation be considered to be giving financial product advice by the Company, its directors, officers, employees, agents or advisers. The information contained within has been prepared without regard to any recipient's financial circumstances or investment objectives. It is incumbent upon the recipient to make its own independent assessment of the Company and take all independent advice as deemed necessary to do so.

Financial information

All dollar values are in Australian dollars ($ or AUD) unless stated otherwise. All references starting with a 'FY' refer to the financial year for the Company, ending 30 June. For example, for the Company, 'FY22' refers to the financial year ending 30 June 2022. Investors should note that this presentation includes unaudited financial information for the historical period ending 30 June 2022, unless otherwise stated. This presentation also includes pro forma financial information. Investors should note that this information has not been audited and is based on management estimates and not on financial statements prepared in accordance with applicable statutory requirements. Accordingly, investors should treat this information with appropriate caution.

Investors should also note that certain financial measures included in this presentation are not recognised under Australian Accounting Standards or International Financial Reporting Standards (IFRS). These measures are collectively referred to in this presentation as 'non- IFRS financial measures' under Regulatory Guide 230 'Disclosing non-IFRS financial information' published by the Australian Securities and Investments Commission (ASIC). The Company uses these non-IFRS financial measures to evaluate the performance and profitability of the overall business. Although the Company believes that these measures provide useful information about the financial performance of the Company, they should be considered as supplements to the income statement measures that have been presented

in accordance with the Australian Accounting Standards and IFRS in the Company's audited financial statements released on the ASX and not as a replacement for them.

Use of third party information

Any information or views expressed in this presentation were prepared by the Company. Information contained may have been obtained from publicly available sources that have not been independently verified. No warranty or representation is made to the accuracy of any third-party information contained in this presentation, and no responsibility or liability is accepted by the Company, its directors, officers, employees, agents or advisers for errors, omissions or misstatements made.

Forward-looking statements

Any forward-looking statements contained in this presentation are made by the Company based on information available at the time of the presentation. Although the Company believes these statements to be made based on reasonable assumptions, they are not guarantees of future performance. There are known and unknown risk factors beyond the control of the Company that may affect the Company's performance in relation to these forward-looking statements. Actual results may differ materiality to that of statements contained in this presentation.

No offer of securities

Information contained in this presentation does not constitute an offer to sell or a solicitation of an offer to buy or sell Company securities in any jurisdiction. This presentation is not a prospectus, product disclosure document, or other offering document or contract under Australian law or any other law.

Disclaimer

Neither the Company, MA Moelis Australia Advisory Pty Ltd or Morgans Corporate Limited (together, JLMs) or any of their respective related bodies corporate and affiliates, and their respective officers, directors, employees, agents, partners, contractors, advisers or any other associated persons (collectively, Associated Persons) represents or warrants in any way, express or implied, that the information, opinions, conclusions or other information contained in this presentation, any of which may change without notice, is fair, accurate, complete, up to date or correct. To the maximum extent permitted by law, the Company, the JLMs and their respective Associated Persons each expressly disclaims and excludes all liability (including, without limitation, in respect of direct, indirect or consequential loss or damage or any liability arising from fault or negligence) that may arise from, or is connected to, this presentation, or the use of or reliance on anything contained in or omitted from this presentation, or any other written or oral information provided by or on behalf of the Company. Nether the Company, the JLMs nor their respective Associated Persons accept any fiduciary obligations to or relationship with you, any investor or potential investor in connection with the capital raising or otherwise.

Acceptance

By attending an investor presentation or briefing, or accepting, accessing or reviewing this document you acknowledge and agree to the terms set out above.

Distribution

The distribution of this document in jurisdictions outside Australia may be restricted by law. In particular, this presentation may not be distributed to any person, and securities may not be offered or sold in any country except Australia, other than to the extent permitted in the section captioned "Foreign Selling Restrictions". Persons who come into possession of this presentation who are not in Australia, should observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. By receiving this document you are deemed to confirm, represent and warrant to the Company that you agree to be bound by the limitations and conditions set out in this disclaimer.

Foreign selling

See Appendix for restrictions relating to the offer of shares outside Australia.

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OUR VISION

Delivering market leading property, construction and infrastructure solutions.

OUR VALUES

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Trust

Only earnt through action

Commitment to customers

Deliver on commitments

Candour

Transparent conversations to get it right

Teamwork

Focused on safety and solutions

Leadership

The courage to strive for excellence

Ownership

Empowered to get it done and be accountable for the results

EXECUTIVE SUMMARY

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FY22 Preliminary Results and FY23 Earnings Outlook

FY22 Preliminary Unaudited Results at the top end of Prior Guidance

• FY22 Preliminary Unaudited pro forma1 EBITDA of $125.1m is at the top end of the guidance range of $115m - $125m provided to the market on 9 November 2021 and reconfirmed on 23 May 2022
• All segments have performed in line with previously published guidance
• Net Debt (excluding operating leases) as at 30 June 2022 of $265.0m, representing a Net Debt/pro forma EBITDA ratio of 2.1x
• The Company has delivered on its FY22 targets:
• • Strong organic growth and strategic acquisitions in-line with MGH's long-term strategy
  • Successful integration of acquisitions made during the period with identified operational efficiencies realised
  • Talent acquisition in key operational roles, bolstering the capability across each business unit
  • Strong balance sheet maintained to fund ongoing operations and support strategic acquisition opportunities

FY23 Earnings Outlook: Significant Growth Expected

• MGH expected FY23 pro forma2 EBITDA in the range of $180m - $200m, representing year-on-year expected pro forma EBITDA growth of 44% - 60%
• MGH also expects to continue its strong track record of successful acquisitions with three near- term opportunities currently in the negotiation and due diligence stage, and a further pipeline of acquisitions available across all segments of the business​
• The near-term acquisition opportunities have the potential to contribute an additional $22m to pro forma2 FY24 EBITDA if completed in FY233

Equity Raise Overview

• MGH to raise up to $105m via a non-underwritten Placement, comprising an Institutional Placement of up to $35m and a Founder and Management Placement
• Directors of MGH (or entities associated with them) and other Founding Shareholders and executives of MGH have committed to participate in the Founder and Management Placement, committing approximately $70m
• MGH will also offer a non-underwritten Share Purchase
  Plan ("SPP") to eligible Australian and New Zealand shareholders to raise up to $10m
• Approximately 26.2m new fully paid ordinary MGH shares
  ("New Shares") to be issued via the Placement at $4.00 per
  New Share
• MA Moelis Australia Advisory Pty Ltd and Morgans Corporate Limited are Joint Lead Managers to the Institutional Placement
• Proceeds of the capital raising will be used to fund growth and acquisition initiatives, including near-term opportunities in the Construction Materials segment
• Post completion of the Offer, MGH expected to have pro forma Liquidity of approximately $142.3m (excluding any proceeds from Share Purchase Plan)

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1. Includes pre-acquisition earnings subject to lockbox, costs and contingent consideration associated with business combinations, share based payments and other.
2. Includes transaction costs and contingent consideration associated with business combinations, share-based payments and other.
3. Contribution to FY23 earnings is subject to completion timing and the realisation of various synergies.