Federal Court of Australia

Matrix Composites & Engineering Ltd, in the matter of Matrix Composites & Engineering Ltd [2026] FCA 705

ORDERS

THE COURT ORDERS THAT:

1.    Pursuant to s 411(1) of the Corporations Act 2001 (Cth):

(a)    the plaintiff is to convene and hold a meeting (Scheme Meeting) of the holders of fully paid ordinary shares (Shares) in the capital of the plaintiff (Shareholders) for the purposes of considering and, if thought fit, agreeing (with or without amendment) to a scheme of arrangement (Scheme) proposed to be made between the plaintiff and the Shareholders who are Scheme Shareholders (as that term is defined in the scheme booklet (Scheme Booklet), a copy of which is annexure “APB-1” to the affidavit of Aaron Paul Begley affirmed on 26 May 2026 (Begley Affidavit)), being the scheme substantially in the form set out in Attachment C of the Scheme Booklet;

(b)    the Scheme Meeting is to be held at 10.30 am AWST on Monday 6 July 2026 at 150 Quill Way, Henderson WA 6166; and

(c)    the Scheme Booklet, which contains the explanatory statement required by s 412(1)(a) of the Corporations Act, is approved for distribution to Shareholders substantially in the form of annexure “APB-1” to the Begley Affidavit, subject to:

(i)    adopting the amendments to the Scheme Booklet contained in annexure “RJG-1” to the first affidavit of Ryan John Gava affirmed on 2 June 2026 (First Gava Affidavit);

(ii)    adopting as Annexure B to the Scheme Booklet the final Independent Expert Report, which is contained at annexure “RJG-2” to the First Gava Affidavit;

(iii)    adopting as Annexure D to the Scheme Booklet the executed Deed Poll, which is contained at annexure “AK-5” of the affidavit of Andrew King sworn on 29 May 2026;

(iv)    correction of any minor typographical or grammatical errors and final typesetting, formatting and page numbering;

(v)    any minor amendments requested or approved by the Australian Securities and Investments Commission (ASIC) for registration under s 412(6) of the Corporations Act;

(vi)    the correction or update of relevant dates or market price references and consequential amendments; and

(vii)    effecting any other amendments approved by the Court.

2.    Subject to these orders and pursuant to s 1319 of the Corporations Act, the Scheme Meeting is to be:

(a)    convened, held and conducted in accordance with the provisions of Part 2G.2 of the Corporations Act that apply to members of a company and the provisions of the plaintiff’s constitution that apply to meetings of members that are not inconsistent with Part 2G.2 of the Corporations Act;

(b)    convened using the Notice of Scheme Meeting substantially in the form contained in Attachment A of the Scheme Booklet (with any amendments contemplated by paragraph 1(c) above);

(c)    held and conducted pursuant to the arrangements for attending, participating and voting described in the Notice of Scheme Meeting and in accordance with the provisions of Part 2G.2 of the Corporations Act; and

(d)    convened, held and conducted as if r 2.15 of the Federal Court (Corporations) Rules 2000 (Cth) does not apply.

3.    Pursuant to s 1319 of the Corporations Act:

(a)    Peter Hood AO, or failing him, Chris Sutherland, is to be the chairperson of the Scheme Meeting (Chairperson);

(b)    the Chairperson has power to adjourn or postpone the Scheme Meeting in the Chairperson’s absolute discretion to such time, date and place that the Chairperson thinks appropriate (provided that such date is no more than two weeks after the date of the Scheme Meeting set out in paragraph 1(b) above);

(c)    at the Scheme Meeting, two Shareholders entitled to vote, present in person or by proxy or by an attorney under power or by a corporate representative (if applicable), shall constitute a quorum;

(d)    at the Scheme Meeting, each Shareholder, present and entitled to vote, is entitled to one vote for each fully paid share in the capital of the plaintiff that the Shareholder is registered on the plaintiff’s register of members (Register) as holding at 10.30 am AWST on 4 July 2026; and

(e)    at the Scheme Meeting, voting on the resolution to approve the Scheme is to be conducted by way of a poll (declared by the Chairperson).

4.    Subject to registration of the Scheme Booklet by ASIC pursuant to s 412(6) of the Corporations Act, on or before 5.00 pm AWST on 5 June 2026 (or such other day as directed by the Court), the plaintiff must dispatch to each Shareholder who appears on the Register as at 5.00 pm AWST on 27 May 2026 (Register Time):

(a)    in the case of each Shareholder who has elected to receive notices of meeting from the plaintiff electronically (Email Shareholders), an email to the Shareholder’s nominated email address substantially in the form of the document at annexure “APB-13” of the Begley Affidavit containing:

(i)    a hyperlink to a website where those Shareholders can access and download the Scheme Booklet and complete and lodge their proxy online via the MUFG Investor Centre;

(ii)    details of the Scheme Meeting; and

(iii)    a phone number and email address by which those Email Shareholders may request that they be sent printed hard copies of the Scheme Booklet;

(b)    in the case of each Shareholder who has elected to receive notices of meeting from the plaintiff by post (Postal Shareholder), using the methods of service set out in paragraph 5 below, a printed hard copy of the Scheme Booklet, a personalised proxy form (substantially in the form of the document at annexure “APB-12” of the Begley Affidavit (Proxy Form)) and either:

(i)    in the case of each Postal Shareholder who has a registered physical address in Australia, a priority pre-paid post envelope addressed to MUFG Corporate Markets (AU) Limited (MUFG);

(ii)    in the case of each Postal Shareholder who has a registered physical address outside Australia, an unpaid airmail or air courier envelope addressed to MUFG;

(c)    in the case of each Shareholder who is not an Email Shareholder or a Postal Shareholder (Other Shareholders), using the methods of service set out in paragraph 5 below, printed hard copies of the following documents:

(i)    a letter substantially in the form at annexure “APB-14” of the Begley Affidavit containing:

A.    the address of a website which enables those Shareholders to access and download the Scheme Booklet; and

B.    a phone number and email address by which Shareholders who did not receive a hard copy Scheme Booklet may request to be sent a printed hard copy;

(ii)    a personalised Proxy Form; and

(iii)    either:

A.    in the case of each Other Shareholder who has a registered address in Australia, a priority pre-paid post envelope addressed to MUFG; or

B.    in the case of each Other Shareholder who has a registered physical address outside of Australia, an unpaid airmail or air courier envelope addressed to MUFG.

5.    The plaintiff shall dispatch the documents identified in paragraphs 4(b) and 4(c) above:

(a)    to each Shareholder who has a registered address in Australia, by pre-paid ordinary post to their registered address as recorded at the Register Time; and

(b)    to each Shareholder who has a registered address outside Australia, by prepaid international airmail to their registered address as recorded at the Register Time.

6.    If it comes to the attention of the plaintiff that any email dispatched in accordance with paragraph 4(a) above results in the return of a receipt or notice that the email was undelivered, then the plaintiff shall dispatch to that Shareholder within a reasonable time thereafter the documents in accordance with paragraph 4(c) above using the methods of service set out in paragraph 5 above.

7.    The plaintiff is to cause a printed hard copy of the Scheme Booklet to be provided to any Shareholder if requested by a Shareholder before the date of the Scheme Meeting.

8.    Dispatch in accordance with paragraphs 4 to 7 above is taken to be sufficient notice of the Scheme Meeting.

9.    The plaintiff is not obliged to send documents in relation to the Scheme to any person who becomes a Shareholder after the Register Time.

10.    Evidence of the dispatch of the Scheme Booklet in accordance with these orders may be given by statement on oath or affirmation on information and belief.

11.    The time by which Shareholders must return their Proxy Form (or lodge an electronic proxy appointment) in respect of the Scheme Meeting is 10.30 am AWST on 4 July 2026.

12.    The proceeding is adjourned to 10.15 am AWST on 13 July 2026.

13.    The plaintiff must give notice of the hearing of any application pursuant to s 411(4) and, if necessary, s 411(6) of the Corporations Act for orders approving the Scheme by publishing an announcement via the Australian Securities Exchange by 29 June 2026, substantially in the form annexed to these orders and marked “Annexure A”, and the plaintiff is otherwise relieved from compliance with r 3.4 of the Federal Court (Corporations) Rules.

14.    Pursuant to r 1.3 of the Federal Court (Corporations) Rules, compliance with r 2.4(1) of the Federal Court (Corporations) Rules is dispensed with.

15.    The plaintiff must lodge an office copy of these orders with ASIC as soon as practicable after they are made.

16.    The plaintiff has liberty to apply.

Note:    Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011

ANNEXURE A: NOTICE TO SHAREHOLDERS OF SECOND COURT HEARING

Notice of Second Court Hearing

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), 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.

Subject to Matrix Shareholders approving the Scheme Resolution by the Requisite Majorities at the Scheme Meeting scheduled to be held at 10:30am (AWST) on Monday, 6 July 2026 at 150 Quill Way, Henderson WA 6166, the Court hearing to approve the Scheme (Second Court Hearing) is scheduled to take place at 10:15am (AWST) on 13 July 2026 in the Federal Court of Australia (Western Australia registry), which is located at Peter Durack Commonwealth Law Courts Building, 1 Victoria Avenue, Perth, Western Australia.2

Matrix Shareholders have the right to appear and be heard at the Second Court Hearing and may oppose the approval of the Scheme. For information on how to attend the hearing, visit https://www.fedcourt.gov.au/ or telephone the Federal Court of Australia (Perth District Registry) on 1300 720 980 Monday to Friday between 8.30am and 5.00pm (AWST). If you wish to oppose approval of the Scheme at the Second Court Hearing, you must file with the Court, and serve on Matrix, a notice of appearance in the prescribed form, together with any affidavit on which you wish to rely at the Second Court Hearing. The notice of appearance and affidavit must be served on Matrix at its address for service at least one day before the Second Court Hearing.

Matrix’s address for service is: c/- Gilbert + Tobin, Level 16, Brookfield Place Tower 2, 123 St Georges Terrace, Perth WA 6000 (Attention: Tim O’Leary).

If you have any questions about the Scheme, 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).

This announcement has been authorised for release by the Matrix Board.

For further information, please contact:

REASONS FOR JUDGMENT

JACKSON J:

1    The plaintiff, Matrix Composites & Engineering Ltd, proposes a scheme of arrangement (Scheme) which requires the Court’s approval under Part 5.1 of the Corporations Act 2001 (Cth). On 3 June 2026, I made orders under s 411(1) of the Act convening a meeting of the shareholders of Matrix to vote on whether to approve the Scheme. These are the reasons for those orders.

Key features of Matrix and of the proposed Scheme

2    Matrix is an Australian public company limited by shares and listed on the Australian Securities Exchange (ASX). It describes its business as specialising in the design, engineering and manufacturing of engineered polymer products including those for subsea application, advanced materials and coating technologies. It serves domestic and international clients across the defence, energy, infrastructure, mining and renewables industries. It is headquartered at a facility in Henderson, Western Australia, and also has an office in Houston, Texas.

3    Matrix currently has some 224,685,996 ordinary shares on issue (Shares). A number of persons have notified Matrix that they have a ‘substantial holding’ in accordance with s 671B of the Corporations Act.

4    Also on issue are some 4,292,346 options, each conferring on the holder the right to be issued one new Matrix Share on exercise, subject to the satisfaction or waiver of certain vesting conditions, and some 8,779,787 performance rights, also conferring on the holder the right to be issued one new Matrix Share, albeit upon satisfaction or waiver of certain performance criteria.

5    On 20 April 2026, Matrix announced that it had entered into a Scheme Implementation Deed (SID) with Advanced Innergy Holdings Limited (AIH), under which it is proposed that a wholly owned subsidiary of AIH, Advanced Innergy Solutions Australia Pty Ltd (AIH Nominee), will acquire all the Shares in Matrix by way of the Scheme.

6    AIH is an Australian company listed on the ASX and headquartered in Gloucester, United Kingdom. It is described in the draft explanatory statement required by s 411 (Scheme Booklet) as a global leader in advanced materials science, specialising in the development, design, engineering, manufacture and installation of mission critical products that protect lives and high-value infrastructure across subsea, thermal and marine sectors. It operates across more than 20 sites in 15 countries. AIH Nominee is a special purpose vehicle incorporated by AIH in Australia for the purpose of acquiring the Shares under the Scheme.

7    Under the implementation of the Scheme, AIH (via AIH Nominee) will acquire 100% of the Shares, and each Matrix shareholder will receive $0.40 in cash for each Share they hold on the Record Date, which is currently expected to be 5.00 pm AWST on Thursday 16 July 2026. This represents a 66.7% premium from the undisturbed closing price of $0.24 per Share on 30 March 2026, that date being the last trading day prior to the announcement of Matrix’s receipt of a non-binding indicative proposal from AIH. Based on the number of Shares on issue and assuming that all Matrix performance rights vest and are exercised prior to the Record Date, the maximum aggregate Scheme consideration payable by AIH Nominee to Scheme shareholders will be approximately $93.4 million.

8    Following the implementation of the Scheme, Matrix will be a wholly owned subsidiary of AIH Nominee and will be delisted from the ASX.

9    In addition to the payment of the Scheme consideration, AIH Nominee will also fund the amounts required to cancel the Matrix options on issue. Each option holder has entered into an option cancellation deed with Matrix and AIH. The draft Scheme Booklet provides that the option cancellation consideration payable by AIH Nominee to certain holders of Matrix options will be approximately $497,499, bringing the aggregate Scheme consideration to a total of approximately $93.9 million (Maximum Funding Requirement).

10    The draft Scheme Booklet provides that AIH Nominee expects to fund the Maximum Funding Requirement from a combination of AIH’s existing cash reserves and cash equivalents, as well as through an existing revolving credit facility of AIH with Barclays Bank plc and HSBC UK Bank plc. AIH has committed to pay AIH Nominee such amounts as are necessary to meet AIH’s obligations to fund the Maximum Funding Requirement by way of subscribing for fully paid shares in AIH Nominee. This commitment is found in a legally binding equity commitment letter from AIH to AIH Nominee dated 15 May 2026. The existence of this letter is disclosed in the Scheme Booklet.

11    As of 30 April 2026, AIH reports having cash and cash equivalents of approximately $85.12 million, in addition to approximately $19.23 million undrawn under the revolving credit facility. Drawdown under the revolving credit facility is available to partly fund the Maximum Funding Requirement, and is not subject to any conditions precedent. On the basis of these arrangements, AIH is satisfied it will be able to fulfill its obligation to provide the Maximum Funding Requirement when required under the Scheme.

12    AIH Nominee has also entered into call option deeds with entities associated with certain Matrix shareholders in respect of approximately 19.9% of Shares. Those deeds will give AIH Nominee the right to acquire the relevant 19.9% of Shares at $0.40 cash per Share if a competing proposal or an intention to make such a proposal is publicly announced. These call option deeds have been previously disclosed to Matrix shareholders and do not impact the Scheme consideration or the entitlement of the relevant Matrix shareholders in respect of their Shares, if the call options are not exercised. If they are exercised, AIH Nominee will not be entitled to vote at the Scheme meeting.

13    There are a number of conditions precedent to the Scheme. It is subject to the usual requirement of an independent expert report concluding that the Scheme is in the best interests of shareholders, in addition to obtaining approval from the Australian Securities and Investment Commission (ASIC), shareholders at the Scheme meeting, and this Court.

14    Implementation of the Scheme is also conditional on AIH obtaining Foreign Investment Review Board approval and on the S&P/ASX 200 index not falling by 30% or more between 20 April 2026, being the date the SID was entered into, and 8.00 am AWST on 3 June 2026, being the date that the Court has approved the Scheme, and remaining at or below that level for at least two consecutive trading days.

15    Finally, once the Scheme is implemented, the Matrix board of directors will be reconstituted. The proposed new directors of Matrix had not been determined at the date of the orders. AIH currently intends to continue to develop Matrix’s existing operations in Australia and to support Matrix’s current operational programmes and the key initiatives that it already has underway. AIH intends to integrate Matrix’s business with the broader AIH group, to expand its production capacity at the Henderson facility and to retain the existing senior management to manage Matrix’s businesses. But it will conduct a full review after implementation of the Scheme and make final decisions regarding Matrix’s existing operations after that.

Materials relied on

16    Matrix relied on the following affidavits in support of its application for orders under s 411(1) of the Corporations Act:

(a)    affidavit of Jamie Matthew Ammendolea, a senior associate at Gilbert + Tobin (the solicitors for Matrix), sworn on 1 May 2026;

(b)    affidavit of Aaron Paul Begley, Matrix’s Managing Director and Chief Executive Officer, affirmed on 26 May 2026;

(c)    affidavit of Andrew King, Chief Financial Officer of AIH, sworn on 29 May 2026; and

(d)    two affidavits of Ryan John Gava, another senior associate at Gilbert + Tobin, each affirmed on 2 June 2026.

Principles

17    The principles governing the establishment of a scheme of arrangement are well-established. I adopt, without repeating, the summary of the relevant principles in Re Essential Metals Ltd [2023] FCA 1101 at [8]-[13].

The prerequisites for convening a meeting were satisfied

18    I will now address the formal and procedural prerequisites to making an order convening the Scheme meeting.

The Scheme is within the scope of Part 5.1

19    Matrix is a ‘Part 5.1 Body’ as required by s 411 of the Corporations Act. An ASIC search in evidence confirms that it is an Australian public company registered under the Act.

The Scheme is an arrangement within the meaning of s 411(1)

20    The present Scheme is a proposed arrangement for the acquisition of all of the Shares in return for cash consideration. It is clearly a ‘compromise or arrangement’ with members for the purposes of s 411(1): see NRMA Insurance Ltd [2000] NSWSC 82 at [20] (Santow J).

The meeting will be appropriately constituted by shareholders as a single class

21    There will only be one class of shareholders voting at the Scheme meeting, because all of the shareholders will receive the same Scheme consideration, being $0.40 in cash for every Share held at the Record Date.

22    However, the Scheme Booklet also says that the interests of the Matrix directors may differ from those of the shareholders. In particular, if the Scheme becomes effective:

(a)    Mr Begley will be entitled to receive approximately $213,149 in aggregate for the cancellation of all Matrix options held or controlled by him and 2,839,257 Shares on the exercise of all Matrix performance rights held or controlled by him (which, based on the value of the Scheme consideration, is worth approximately $1.136 million in aggregate); and

(b)    Matrix’s Executive Director and Chief Financial Officer, Brendan Cocks, will be entitled to receive approximately $152,581 in aggregate for the cancellation of all Matrix options held or controlled by him and 1,970,887 Shares on the exercise of all Matrix performance rights held or controlled by him (which, based on the value of the Scheme consideration, is worth approximately $788,355 in aggregate).

23    The consideration payable for the options has been determined by mutual agreement between Matrix and AIH as a total of approximately $497,499. That is less than the total fair value of the Matrix options as assessed by the independent expert mentioned below, so the directors are not going to receive any collateral benefit in connection with the Scheme by reason of the cancellation of their options.

24    In any event, the cancellation of options pursuant to a private side agreement is a common arrangement in the context of schemes and is not class-creating: see Re Online Media Holdings Ltd [2025] NSWSC 378 at [14]; Re Essential Metals at [65]; Re Rex Minerals Ltd [2024] FCA 1051 at [39].

25    The performance rights held or controlled by Matrix directors will vest upon approval of the Scheme. The holders of these rights will be issued one Share for every vested performance right exercised prior to the Record Date, and will subsequently receive the Scheme consideration calculated at $0.40 cash per share. Hence they will be in the same position as other shareholders. So the performance rights are not class-creating and do not confer any collateral benefit in connection with the Scheme.

26    Certain other matters, addressed below, were also confirmed not to be class-creating.

27    I was therefore satisfied that convening a single meeting of the shareholders of Matrix would satisfy the requirement in s 411(1) that the Scheme will be an arrangement between the company and its members or any class of them, to which the Court may grant its approval pursuant to 411(6).

The disclosure effected by the Scheme Booklet

28    The Scheme Booklet must provide proper disclosure, with nothing misleading or deceptive in any material sense. The extent of the disclosure required is a question of fact and degree dependent on the nature of the scheme and the context in which it is advanced for consideration. This must be considered in a practical and commercially realistic way, having regard to the complexity of the proposed scheme: see Re Wesfarmers Ltd [2018] WASC 308 at [54]-[55] (Vaughan J).

29    I reviewed a draft of the Scheme Booklet and was satisfied that it will give suitable disclosure to shareholders of the pros and cons of the Scheme and its potential benefits and risks.

30    The Scheme is a relatively simple one where, upon implementation, shareholders will receive a fixed cash consideration for their Shares. It is obvious that the main decision presented to shareholders is whether that consideration is sufficient to induce them to part with their Shares or whether, for some reason, they would prefer to keep the Shares. That could be, for example, because they consider that the consideration is too low, or that the prospects of Matrix are such as to give them a superior return on their investment, or because they believe that a superior competing proposal for the acquisition of their Shares may emerge. All of these matters are suitably canvassed in the Scheme Booklet, with the main issues highlighted in the letter from the Chairman that appears near the beginning.

31    Before and in the course of the hearing, I made some suggestions as to how disclosure in relation to these points and other matters could be improved, which Matrix accommodated in the version of the Scheme Booklet that will be sent to shareholders.

32    The affidavits of Mr Begley and Mr King explain in detail the process for verification of the Scheme Booklet that has been conducted by each of Matrix, AIH and their respective solicitors. I was satisfied that this suitably minimised the risk that the Scheme Booklet would contain anything misleading or deceptive.

33    The submissions filed on behalf of Matrix contained a checklist of formal requirements which helped me to confirm that the company has complied with the specific requirements as to the content of a scheme booklet that arise from s 411(3) and s 412 of the Corporations Act and reg 5.1.01(1)(b) and Pt 3 of Sch 8 of the Corporations Regulations 2011 (Cth).

The independent expert report

34    The Scheme Booklet will include an independent expert’s report on the transaction prepared by BDO Corporate Finance Australia Pty Ltd. The report sets out a number of factors relevant to a shareholder’s consideration of the Scheme.

35    BDO’s conclusion is that ‘in the absence of a superior offer, the Scheme is fair and reasonable and in the best interests of Shareholders’. In the report, it considers that the Scheme is fair for shareholders because the value of the Scheme consideration is above BDO’s value range for a Matrix Share prior to the Scheme on a controlling interest basis. The valuation was conducted on the well-accepted ‘capitalisation of future maintainable earnings’ basis, with a choice of discount rate by BDO that is fully explained. This has been checked against a valuation on the ‘quoted market price’ basis, as a secondary methodology. The $0.40 Scheme consideration represents a considerable premium to the volume weighted average listed price of Shares over various periods of up to 90 days before the announcement of the Scheme.

36    In its consideration of whether the Scheme is reasonable, BDO also observes that the Scheme consideration provides certainty of value to shareholders in addition to an immediate cash exit. The only disadvantages of the Scheme identified by BDO are that shareholders will exit their investment in Matrix and forego the possibility of receiving the benefit of a future proposal. After assessing the reasonableness arguments on balance, BDO considers that the strength and quantum of the advantages of approving the Scheme outweigh the disadvantages. Accordingly, in the absence of a superior proposal, the expert report concludes that the Scheme is reasonable for shareholders.

37    I was satisfied that a shareholder who reads the independent expert’s report will be comprehensively apprised of the factors that bear upon the key issue of whether the Scheme consideration represents a fair value for the Shares.

The Scheme is bona fide and properly proposed

38    On the face of the materials, the Scheme has been proposed for the legitimate and straightforward commercial purpose of the acquisition of all the Matrix Shares in return for the Scheme consideration of $0.40 cash per Share. There is nothing to suggest that the Scheme has been proposed other than in good faith.

Notice to ASIC

39    In a letter annexed to Mr Gava’s second affidavit, ASIC confirms that it received at least 14 days’ notice of the hearing of the application as required by s 411(2)(a) of the Corporations Act. The first draft of the Scheme Booklet was served on ASIC on 18 May 2026, and a revised version was provided on 26 May 2026. ASIC’s letter confirms that it considers that it has had reasonable opportunity to examine the terms of the Scheme and the Scheme Booklet and to make submissions to the Court, as required by s 411(2)(b).

40    ASIC did not appear at the first hearing or seek to make any submissions to the Court.

Procedural requirements

41    The various procedural requirements under the Federal Court (Corporations) Rules 2000 (Cth) have been satisfied.

42    An ASIC search for Matrix is annexed to Mr Ammendolea’s affidavit, satisfying r 2.4(2).

43    It is proposed that Mr Peter Hood AO be the chairperson of the Scheme Meeting, with Mr Chris Sutherland as his alternate. Mr Begley’s affidavit provides the disclosure required by r 3.2.

44    The orders convening the Scheme meeting make clear that it is to be conducted in accordance with the provisions of Part 2G.2 of the Act, as modified by the orders. As such, r 3.3(2) was satisfied.

45    The orders have also dispensed with the requirement in r 3.4 for the application for approval of the Scheme to be publicised in newspapers.

Other matters relevant to the exercise of discretion

46    The Court will not ordinarily convene a scheme meeting unless it is satisfied that approval would likely be granted on an unopposed petition. Where the arrangement appears commercially sound and fit for members’ consideration, leave should generally be given. The Court retains a discretion, however, to intervene at this early stage where the scheme is so manifestly unfair or otherwise objectionable that it ought to be halted immediately: Re Foundation Healthcare Ltd [2002] FCA 742 at [36], [44] (French J); Re Xplore Wealth Ltd [2020] FCA 1868 at [24] (Markovic J).

47    Against the background of those principles, it is convenient to address several matters that counsel for Matrix drew to the Court’s attention.

Voting intention statement

48    Samuel Terry Asset Management Pty Ltd, which holds 19.5% of the issued Shares, has given a voting intention statement to the effect that it will vote or cause to be voted all Shares that it holds or controls in favour of the Scheme. This is subject to no superior proposal emerging, and subject to the independent expert continuing to conclude that the Scheme is in the best interests of shareholders.

49    Such statements do not provide any reason not to proceed with the Scheme meeting, provided that: they are appropriately disclosed in the Scheme Booklet; they are subject to appropriate qualifications as to superior proposals and the independent expert report; and there is evidence that they have not been procured by the offer of any collateral benefit: see Re Tawana Resources NL [2018] FCA 1456 [53]-[55] (Banks-Smith J); Re NTM Gold Ltd [2021] WASC 22 at [70]-[75] (Vaughan J); Technology Metals Australia Ltd v Australian Vanadium Ltd [2024] WASC 26 at [53]-[57] (Lundberg J).

50    Mr Begley’s affidavit says that ‘Samuel Terry provided its voting intention statement to Matrix without any person offering any inducement, or promise of benefit, being offered to, or obtained by, Samuel Terry for its voting intention statement’: para [50]. I was satisfied that there was no reason to think that any collateral benefit had been offered, and that the disclosure of the intention statement in the Scheme Booklet was appropriate. The authorities just mentioned confirm that such statements are not by themselves class-creating.

‘Special exertion payments’ to directors

51    The Board of Matrix has approved ‘special exertion payments’ to the non-executive directors from 1 April 2026 until the conclusion of the transaction to recognise that they have provided and will continue to provide significant additional time and services outside that ordinarily expected of them. The quantum of the payments is appropriately modest, fixed at 25% of the current base fees for the non-executive directors. The payments are not conditional on the Scheme becoming effective, so they are not collateral benefits.

52    The payments are disclosed in the Scheme Booklet. I was satisfied that they did not provide any reason not to convene the Scheme meeting. Since they have no connection with any Shares held by the directors, they are not class-creating.

Retention payments

53    Certain senior employees are entitled to short-term retention payments, equal to 15% of their current base salary, that are designed to provide them with an incentive to stay with Matrix until the conclusion of the transaction. Those employees include Mr Begley and Mr Cocks. These payments too are not conditional on the Scheme becoming effective, and are disclosed in the Scheme Booklet. They effectively align the interests of these employees, in that capacity, with the interests of shareholders in respect of the implementation of the Scheme. I was satisfied that they were not collateral benefits, not class-creating, and were no reason to withhold orders convening the Scheme meeting.

Directors’ recommendations

54    The directors of Matrix unanimously recommend that shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to the independent expert report continuing to conclude that the Scheme is in the best interests of shareholders. Each Matrix director intends to cause all Matrix Shares in which they have a relevant interest to be voted in favour of the Scheme, subject to the same qualifications.

55    It is common for directors of a scheme company to recommend that shareholders vote in favour of a scheme, subject to the absence of a superior proposal and to the independent expert maintaining a favourable view. The presence of a directors’ recommendation does not of itself raise any concern, provided that the interests of the directors in the scheme, including any shares, options or performance rights they hold, are prominently and fully disclosed in the scheme booklet, and that those interests are not of a nature or extent as to lead to apprehensions of bias: Re Wellcom Group Ltd [2019] FCA 1655 at [59] (O’Bryan J); Re ThinkSmart Ltd [2022] FCA 1314 at [50]-[54]. As O’Bryan J explained in Re Wellcom Group, the question of substance is whether the circumstances are such that ‘it is unrealistic to consider that a director can bring an unbiased mind to the voting recommendation, and it would be unfair to members to sanction such a recommendation being made in the context of a scheme meeting’. If so, then disclosure alone may not be sufficient.

56    I have already canvassed the nature and extent of the particular interests of directors that may be thought to give rise to any incentive to recommend a vote in favour of the Scheme. For reasons given in the course of the above, they cannot reasonably be thought to have that effect. They are also disclosed fully in the Scheme Booklet. I was therefore satisfied that it was appropriate for the directors to make a recommendation in favour of voting for the approval of the Scheme, 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.

Call option deeds

57    Counsel drew my attention to the call option deeds that are described at [12] above. I was satisfied that these are not a collateral benefit or class-creating. They will only be triggered if a competing proposal emerges, and then the consideration payable for the relevant Shares will be the same as the Scheme consideration. If they are not triggered, the shareholders who have entered into them will be free to vote on the Scheme in whatever way they wish. If they are triggered, the Shares will come to be held by AIH Nominee, but it will be precluded from voting at the Scheme meeting. Either way, they create no new class and will not result in the provision of any benefit to shareholders in addition to that which would come to them under the Scheme.

Break fees and exclusivity provisions

58    Break fees and exclusivity provisions are standard features of scheme transactions, subject to consideration of certain benchmarks. The Takeovers Panel’s Guidance Note 7 identifies 1% of total equity value as the appropriate threshold for break fees.

59    There is a break fee in the SID in relation to this transaction. In broad terms, and subject to carve outs, it requires Matrix to pay AIH $930,000 (inclusive of GST) if a competing proposal succeeds, if any director withdraws support for the Scheme, if AIH terminates the SID for material breach, or if Matrix takes any of a broad range of steps that would materially alter its capital structure, business assets etc. $930,000 is just under the 1% threshold recommended in the Takeovers Panel guidance note, calculated on the basis of the Scheme consideration.

60    The carve outs operate essentially if the independent expert changes its recommendation or a competing proposal for the acquisition of shares emerges, other than by reason of breach of the exclusivity provisions about to be mentioned.

61    Exclusivity provisions, which typically comprise ‘no shop’, ‘no talk’ and ‘no due diligence’ obligations, are standard and acceptable terms in relation to schemes of arrangement, provided that they include appropriate fiduciary carve-outs permitting directors to respond to a superior proposal, are capable of precise ascertainment, and are adequately disclosed in the scheme booklet: Re APN News & Media Ltd [2007] FCA 770 at [29]; Re Asaleo Care Limited [2021] FCA 406 at [55] (Banks-Smith J). The exclusivity provisions in the SID here meet each of those requirements.

62    The courts have regard to the length of the exclusivity arrangements as part of assessing whether they are reasonable and are likely to have any impact on shareholders’ consideration of the scheme. In Re Asaleo Care at [57] seven months was described as being at the upper end of the acceptable range. The exclusivity period here is also seven months, and I was satisfied that this was acceptable.

63    Following Re Vita Group Ltd [2023] FCA 400 at [25]-[26], evidence of the negotiations leading to the break fee and exclusivity terms is not required to be put before the Court, subject always to the obligation of a scheme proponent, who is appearing essentially ex parte, to determine whether any aspect of the terms of, or negotiations for, the provisions should be brought to the Court’s attention.

64    I was satisfied that each of the break fee and the exclusivity provisions are adequately disclosed in the Scheme Booklet and are not such as to act coercively on shareholders’ votes in relation to the Scheme. In particular, the break fee will not be payable solely because the Scheme is not approved at the meeting of shareholders. These ‘lock up’ mechanisms did not provide any reason to withhold orders convening the Scheme meeting.

Performance risk

65    The Scheme provides, in effect, that on the defined Implementation Date, all the Shares will be transferred to AIH Nominee without the need for any further act by the shareholders: cl 4.2. The cash consideration coming from AIH will be paid to shareholders on the same day. There is therefore a risk that AIH or AIH Nominee will delay or default in paying the scheme consideration after having received a transfer of the Shares.

66    Several aspects of the Scheme and the scheme disclosure seek to minimise that risk or allay that concern. Two have already been mentioned at [10]-[11] above: the cash available to AIH is said to be sufficient to pay the entire amount of the Scheme consideration, and AIH has provided a legally binding equity commitment letter to AIH Nominee.

67    Two other aspects of the Scheme that deal with performance risk are worthy of mention.

68    One is that under the Scheme, AIH is obliged to pay the Scheme consideration into a trust account of which Matrix will be the trustee. That must happen on the business day before the Implementation Date. AIH’s obligation to pay the consideration will then be satisfied by Matrix, as trustee, paying shareholders on the Implementation Date.

69    The other aspect is that AIH and AIH Nominee have entered into a deed poll under which (in cl 4) they covenant directly for the benefit of Matrix shareholders that they will perform their obligations under the Scheme, including the provision of the Scheme consideration. That is in circumstances where under the Scheme (cl 8.6(b)) each shareholder will appoint Matrix as its attorney for the purposes of enforcing the deed poll.

70    I was satisfied that these assurances and measures, taken together, minimised the performance risk for shareholders, and I was also satisfied that the risk was suitably disclosed in the Scheme Booklet, so that ultimately shareholders can make up their own minds about it. The risk therefore did not provide any reason not to permit the Scheme to go to a shareholder vote: cp. Re APN News at [23] (Lindgren J).

Other matters

71    The implementation of the Scheme is subject to standard conditions precedent, some of which are described at [13]-[14] above. There is evidence from Mr Begley to the effect that he is not aware of any reason why any condition precedent will not be satisfied or waived prior to implementation of the Scheme.

72    Mr Begley also gives evidence of how Matrix will handle shareholder communications. Essentially, it will establish an incoming call line that will be run by a professional shareholder communication firm, according to a script that hews closely to the disclosure in the Scheme Booklet.

73    These matters are standard and appropriate aspects of schemes that come before the Court, and provided no reason not to convene the Scheme meeting.

Conclusion

74    For the reasons set out above, the Scheme fulfils the necessary conditions, and is suitable to be put to a vote of shareholders. I therefore made the orders that appear at the commencement of this judgment.

Associate:

Dated:    5 June 2026

1. The Second Court Hearing may not take place at this time and date if all of the conditions precedent to the Scheme (other than approval of the Scheme at the Second Court Hearing) have not been satisfied or waived (as applicable) before 8:00am (AWST) on 13 July 2026. Full details of the conditions precedent to the Scheme are set out in the Scheme Booklet dated [3 June 2026]. Refer also to Matrix’s ASX announcement dated 20 April 2026 for a copy of the Scheme Implementation Deed.