Emerging Companies Fund 2026 Edition Two

Gleneagle Asset Management Limited (ABN 29 103 162 278, AFSL No. 226199) has established the Fund to facilitate Eligible Investors acquiring an economic interest in listed or unlisted emerging companies.

The Fund’s sole purpose is to invest in these companies.

Listed and unlisted global equities and global swaps.

The Fund is an Australian unit trust. Units in the Trust (Units) are fully paid. All dollar amounts referred to in this Information Memorandum are in Australian dollars.

Gleneagle Asset Management Limited (ABN 29 103 162 278, AFSL No. 226199) is the Trustee and Manager of the Fund.

Interests in the Fund are only available to persons who are wholesale clients for the purposes of the Corporations Act 2001 (Cth) (Corporations Act).

There is no fixed amount the Fund is seeking to raise. Capital will be deployed opportunistically across a range of investments, including via capital raisings, private placements, and off-market transactions.

These opportunities are time-sensitive and subject to strict allocation limits. Consequently, participation in the Fund is limited, and Unit allocations are made on a first-come, first-served basis.

The Trustee may close the Fund to new applications at any time, including prior to the first closing date, without notice.

Applications will generally be processed on the first business day of each month.

The application form, wholesale status, any information requested and cleared funds (Approved Applications) must be received by the Trustee on or before the 25^th of each month to be processed on the first business day of the next month, otherwise it will be processed the subsequent month. Application monies will be held in an account which may be interest bearing until invested in the Fund (or returned to the Applicant) and that interest (if any) earned on this account will be retained by the Trustee.

The minimum investment by any Investor will be $50,000 unless permitted by the Trustee. All subscription amounts must be paid in Australian dollars.

The first close of The Emerging Companies Fund 2026 Edition Two is expected to occur on 31 December 2026 (First Closing) for which Approved Application must be received no later than 25 December 2026. The issue price of a Unit issued on the First Closing will be $1.00.

Subsequent closings may be held at the discretion of the Trustee, provided that the final closing will occur no later than 12 months after the date of the First Closing being 31 December 2027 (Final Closing).

The Fund will have an initial term of 3 years from the First Closing ending on 31 December 2029 (3^rd Anniversary), which may be extended by up to 2 additional extensions each of 1 year as determined by the Trustee in its discretion ending 31 December 2030 (4^th Anniversary) and 31 December 2031 (5^th Anniversary), respectively.

The Trustee must give at least 1 months prior notice (Extension Notice Period) before extending the term of the Fund beyond the 3^rd Anniversary and the further extension beyond the 4^th Anniversary.

Investments in the Fund are illiquid. Subject to the below, Investors have no right to redeem their Units prior to the 3^rd Anniversary or, if the Fund is extended as referred to above, during either of the 2 extension periods.

If the Fund is extended beyond the 3^rd Anniversary or the 4^th Anniversary, Investors may request the redemption of their units after they receive an extension notice from the Trustee prior to the end of the relevant Extension Notice Period (i.e. by the 3^rd Anniversary or the 4^th Anniversary as applicable).

If a redemption request is accepted by the Trustee the redemption proceeds will generally be paid within 15 business days after the 3^rd Anniversary or 4^th Anniversary. The redemption of Units in such circumstances will be funded by selling assets and/or by borrowings secured by lodging stock owned by the Fund with the lender. Any interest charged by the lender will be paid from the assets of the fund.

However, the acceptance of all or some of the Units subject to redemption requests and the time for paying out any accepted redemption requests is at the Trustee’s absolute discretion. An Investor may only transfer any of its Units with the prior written consent of the Trustee in its absolute discretion.

Investors may seek to sell or transfer their units by notifying the Trustee in writing which will use commercially reasonable endeavours to facilitate the sale of those Units.

The Trustee intends that the Fund will pay an annual distribution yield of 10% per annum (i.e. 2.5% per quarter), which may be paid out of the income or capital of the Fund and may be funded by borrowings secured by lodging stock owned by the Fund with the lender. Any interest charged by the lender will be paid from the assets of the fund.

Distributions will be paid in cash and payments will be made quarterly, based on the 2.5% per quarter in proportion to the time those Units have been invested in the fund for that quarter. Distributions cannot be reinvested in the Fund.

The Fund will not be distributing dividends that have franking credits for taxation purposes.

Operational costs and expenses are costs incurred in managing the Fund which directly reduce the return on a product. The Trustee is entitled under the Trust Deed to be reimbursed out of the Fund’s assets for the costs and expenses incurred in the proper performance of its duties as the Trustee of the Fund. Operational costs and expenses include the fee charged by the Administrator, Auditor, Registrar and other expenses which relate directly to the Fund. The Trustee will be reimbursed operational costs and expenses of up to 0.5%¹ per annum, of the Funds NAV (before Performance Fees and the operational costs and expense recovery) calculated on the last business day of each month and accrued monthly in arrears and paid within 15 business days after the month end out of the Fund’s assets.

The Trustee is entitled to receive a once off establishment fee of 4%¹ paid out of each investor’s subscription amount which will be used to, without limitation, fund the establishment costs and expenses below.

All costs incurred in the establishment of the Fund and other operational costs and expenses not recovered from the Fund, will be paid by the Trustee in its personal capacity from the establishment fee. Transaction costs incurred in relation to the acquisition of the Fund’s assets or its borrowings will be borne by the Fund.

The Trustee is entitled to receive out of the Assets a performance fee of:

• 20%¹ of the surplus (if any) of realisation proceeds (including income and capital) received by the Trust, for any surplus up to 100% above the Issue Price of all Units;
• and
• 35%¹ of the surplus of realisation proceeds (including income and capital) received by the Trust, for any surplus above 100% of the Issue Price of all Units.

The performance fee will not be accrued based on unrealised assets. If the performance fee is payable, it will generally be paid within 15 business days after the month end in which the assets were realised out of the realisation proceeds.

Before deciding on whether to apply for any Units under the Offer, you are urged to carefully consider the risks associated with investing in the Fund. You should consult with your professional adviser for assistance in determining the risks of investing in the Fund relative to you and whether it is suited to your needs and circumstances.

The risks of investing in emerging companies i.e. early stage ventures is typically seen as a highly risky venture, with the potential to bring in high returns. Emerging companies aren’t a commonality and only a limited number succeed. It is not suitable for conservative or risk-averse investors or those who cannot recover from capital loss or have a short term outlook. There is also the liquidity risk and sellers might have to wait for liquidity events to get their money out.

The other risk is majority control where the founders’ interests might be poorly aligned with those of small investors. Gleneagle Group, its partners and our sophisticated investors already have significant holdings in those emerging companies. The risk is decreased as Gleneagle may also seek to appoint a representative of the Fund to the company’s board, providing further opportunity to apply strategic influence, pivot business strategy and facilitate growth.

ECF26E2

¹ All fees, charges and other costs have been stated exclusive of any Goods and Services Tax (GST) and any reduced input tax credits (RITCs) unless otherwise specified.