REGIONAL GROUP AUSTRALIA PTY LIMITED

Heidelberg Materials Australia – construction materials business of MAAS

Heidelberg Materials Australia Holdings Pty Ltd (HMAH) proposes to acquire 100% of the share capital of Regional Group Australia Pty Limited, Macquarie Geotechnical Pty Limited and Machinery Sales Pty Limited, being wholly owned subsidiaries of Maas Group Holdings Limited (MGH), which together comprise MGH’s construction materials business (MAAS) (the Acquisition). The MAAS business includes the following assets (for completeness, this list also includes assets which MAAS has recently acquired from Colas which HMA intends to be included in the Acquisition): (a)    43 quarries (including hard rock and natural sand quarries) in Queensland, New South Wales (NSW) and Victoria, (b)    18 fixed and 4 mobile ready-mix concrete (RMX) plants in Queensland, NSW and Victoria, (c)    4 operating asphalt sites in Queensland, NSW and the Australian Capital Territory (ACT), and an asphalt site under construction in Victoria, (d)    1 heavy construction and demolition (C&D) waste disposal and recycling facility in Victoria, (e)    5 fixed and 8 mobile materials testing and geotechnical services labs in Queensland, NSW and Victoria, and (f)    3 machinery sales sites in Queensland, NSW and Victoria. HMAH, formerly known as Hanson Holdings Australia Pty Ltd, together with its related entities in Australia (collectively, HMA) supplies a range of construction materials, including RMX, quarry products (including coarse and fine aggregates), asphalt and sustainable / recycled construction materials. HMA also operates waste disposal and recycling facilities and has a 50% interest in the Cement Australia joint venture, which produces and sells cement. MGH is a diversified industrials group, which operates a civil construction and hire business, a construction equipment manufacture and retailing business, and a property development business. MGH’s construction materials business, MAAS, operates RMX plants, hard rock and natural sand quarries, an asphalt business, a recycling centre, and also provides materials testing and geotechnical services, and machinery sales and earthmoving services. HMA and MAAS (the Parties) overlap in the supply of the following products in the following regions: RMX in Greater Melbourne and Geelong, Central Queensland (Rockhampton and Blackwater), NSW (Tamworth, Dubbo, Illawarra and Shoalhaven), coarse aggregates in Greater Melbourne, Central Queensland (Biloela), South East Queensland (to the extent that MAAS is the landholder of the Yatala quarry, which is operated by Crushing Dynamics under a lease), NSW (Dubbo, Illawarra and Shoalhaven), fine aggregates in Greater Melbourne, asphalt in Greater Melbourne (in the future once MAAS’s plant in Pakenham becomes operational), South East Queensland, and heavy C&D waste disposal and recycling services in Greater Melbourne. The Parties’ coarse aggregates and fine aggregates products are upstream inputs into RMX and asphalt, and can also be used for other end uses such as road base, ballast, fill material, drainage and landscaping.