ECP EMERGING GROWTH LIMITED — Capital/Financing Update 2022

Mar 3, 2022

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4 March 2022

Company Announcements Office ASX Ltd, Exchange Centre Level 6, 20 Bridge Street SYDNEY NSW 2000

ECP EMERGING GROWTH LIMITED (ECP.ASX)

TO RAISE UP TO A$12.5 MILLION THROUGH A

LISTED UNSECURED REDEEMABLE CONVERTIBLE NOTE OFFER

ECP Emerging Growth Limited (ECP or the Company) has today lodged a prospectus (Prospectus) with the Australian Securities and Investments Commission (ASIC) for the issue of up to A$12.5 million listed, redeemable, unsecured convertible notes (ECP Notes), (the Offer).

The ECP Notes will provide investors with a listed exposure to a fixed interest rate yield and the possibility to benefit from appreciation in the price of ECP ordinary shares (Ordinary Shares) above a Conversion Price of A$1.43 through an optional conversion of the ECP Notes into Ordinary Shares at any time from the second anniversary of the issue date of the Convertible Notes until 1 April 2027 and otherwise in accordance with the terms upon which the ECP Notes are issued under the Offer.

The Board of Directors of ECP believe that the issue of ECP Notes provides the ability for the Company to increase the overall size of its investment portfolio without diluting existing ECP Shareholders. The proceeds of the Offer will be invested in the existing ECP portfolio and used to pay the costs associated with the Offer. Leveraging the portfolio performance since inception the additional funds provide an opportunity for the Company to grow, compounding the larger asset base and benefiting from economies of scale.

Key terms of the ECP Notes

• Total offer size of up to A$12.5 million

• Offer price of A$1.43

• Interest rate:

  • 5.50% paid quarterly until Step Up date of 11 April 2025

  • After Step up date (3 years after issue) increases to 6.50% if 2 year Bank Bill Swap rate is above 2.5859%

• 1 ECP Note converts to 1 Ordinary Share

• Conversion period from 11 April 2024 until 1 April 2027

• Maturity date of 11 April 2027 (5 years) (if not converted or redeemed earlier)

• Application will be made for quotation of the ECP Notes under ticker code: ECPGA.ASX

Redefining Active Investing ECP Emerging Growth Limited Tel: +61 2 8651 6800 ecpam.com/emerging Level 4 The Pavilion, 388 George Street Fax: +61 2 8651 6899 Sydney NSW 2000 Australia

ACN: 167 689 821

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Offer Structure

The Offer comprises two components, a Priority Offer and a Broker Firm Offer.

Priority Offer

The Priority Offer is open to any person who has a registered address in Australia and who as at 5pm (Brisbane time) on 3 March 2022 was a shareholder of ECP or any other party as determined by ECP at its discretion. An invitation to participate will be sent to Shareholders shortly.

ECP does not guarantee a minimum allocation under the Priority Offer for applicants and the extent of any allocation will ultimately depend on the number of applicants under the Priority Offer and total level of applications under the Offer.

Broker Firm Offer

The Company has appointed Taylor Collison Limited (Taylor Collison) to manage the Broker Firm Offer. Please contact Hamish Nairn, Director of Taylor Collison, on (08) 8217 3908 or at hnairn@taylorcollison.com.au for further information as to how to participate in the Broker Firm Offer.

Summary of Key Dates

Priority Offer record date	3 March 2022
Announce Offer and lodge prospectus	4 March 2022
Notice of Meeting issued to shareholders	4 March 2022
Offer Opens	15 March 2022
Offer Closes	1 April 2022
EGM of ECP Shareholders	6 April 2022
Issue of ECP Notes	11 April 2022
ECP Notes expected to commence trading on ASX	18 April 2022
First Interest Payment Date	30 June 2022
Maturity Date	11 April 2027

The key dates and times for the Offer are indicative only and may change without notice.

The Offer is subject to approval by ECP Shareholders which will be sought at an extraordinary general meeting (EGM) of the Company scheduled for Wednesday, 6 April 2022. A notice of meeting for the EGM will be sent to ECP Shareholders and released to the ASX shortly which explains that the proposed issue of convertible notes falls outside ECP's current 15% placement capacity and therefore shareholder approval is required for the purpose of ASX Listing Rule 7.1.

Redefining Active Investing ecpam.com/emerging

ECP Emerging Growth Limited Tel: +61 2 8651 6800 ACN: 167 689 821 Level 4 The Pavilion, 388 George Street Fax: +61 2 8651 6899 Sydney NSW 2000 Australia

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Further Information

For further information including the Target Marget Determination and to download a copy of the prospectus, visit www.ecpam/emerging/notes-offer/, or please contact the Company at info@ecpam.com or call 1800 352 474.

The Board wishes to thank all ECP Shareholders for their continued support and we look forward to welcoming new Investors to the Company.

Yours sincerely

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Murray d’Almeida Chairman

ECP EMERGING GROWTH LIMITED

Authorised for release by the Board.

Redefining Active Investing ecpam.com/emerging

ECP Emerging Growth Limited Tel: +61 2 8651 6800 ACN: 167 689 821 Level 4 The Pavilion, 388 George Street Fax: +61 2 8651 6899 Sydney NSW 2000 Australia