Maas Group Holdings (ASX:MGH) has issued a Notice of Annual General Meeting scheduled for 24 September 2026, at which shareholders will be asked to approve the sale of the company's Construction Materials business to Heidelberg Materials Australia for cash consideration of up to $1.703 billion.
Key Points
- The 2026 AGM will be held on 24 September 2026 at 9:00am AEST as a hybrid meeting in Brisbane and online
- Shareholders will vote on the sale of the Construction Materials Division to Heidelberg Materials Australia for up to $1.703 billion, including $120.0 million in contingent cash consideration
- All directors unanimously recommend shareholders vote in favour of the Construction Materials Sale in the absence of a superior proposal
- Wesley Jon Maas and Emma Margaret Maas together hold and/or control votes in relation to 178,908,133 shares and have confirmed they intend to vote all those shares in favour of the sale
Construction Materials Sale Terms and Conditions
According to the filing, Maas Group entered into a Share Sale Deed for the divestment of its Construction Materials Division to Heidelberg Materials Australia. The total consideration is up to $1.703 billion in cash, which includes $120.0 million in contingent cash consideration linked to the achievement of post-completion operational and commercial milestones and subject to other applicable purchase price adjustments. The filing states the Share Sale Deed was announced to the market on 5 February 2026. The Explanatory Memorandum accompanying the Notice of Meeting contains details on the key terms, conditions precedent to completion, and the advantages and disadvantages of the transaction.
Board Recommendation and Director Voting Intentions
The company's directors unanimously recommend that shareholders vote in favour of the Construction Materials Sale in the absence of a superior proposal. Wesley Jon Maas, identified in the filing as CEO and Managing Director, intends to vote all shares held or controlled by him in favour of the resolution. The other directors also intend to vote all shares respectively held or controlled by them in favour of the resolution, in the absence of a superior proposal. The filing states that as at the date of the Notice of Meeting, the directors are not aware of any superior proposal. The reasons for the board's recommendation are set out in Section 5.12 of the Explanatory Memorandum.
AGM Format, Location and Participation Details
The 2026 AGM will be conducted as a hybrid meeting, allowing shareholders to attend in person at Morgans Financial Limited, Level 29, 123 Eagle Street, Brisbane QLD 4000, or online via the share registry's online meeting platform. The meeting commences at 9:00am AEST. Shareholders unable to attend in person or online are encouraged to cast a direct vote prior to the AGM or appoint a proxy. The filing confirms shareholders will have a reasonable opportunity to participate in the meeting and ask questions either before or during the AGM. The filing was authorised by Candice O'Neill, Company Secretary of MGH.



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