ECP Emerging Growth : Convertible Note Prospectus

Oer of unsecured convertible notes to raise up to $12.5 million

ECP Emerging Growth Ltd ACN 167 389 821

Legal Advisor McCullough Robertson

Lead Manager

Taylor Collison Limited

Important Information

ECP Notes oered under this Prospectus may not be suitable for some investors. Their overall complexity may make them dicult to understand and the risks associated with the ECP Notes could result in the loss of all your investment. If you do not fully understand how they work or the risks associated with them, you should obtain professional advice.

For personal use only

ECP EMERGING GROWTH LIMITED

Unsecured Convertible Notes Offer

For personal use only

IMPORTANT NOTICE

This Prospectus is an important document and requires your immediate attention. It should be read in its entirety. Your investment decision regarding the Offer should be based upon the information contained in this Prospectus, the information disclosed by the Company to the ASX in compliance with its continuous disclosure obligations, and any advice which you determine is necessary or appropriate to inform your decision regarding the Offer. If you do not understand any part of this Prospectus, you should consult your accountant, tax adviser, stockbroker, solicitor or other professional adviser.

Please refer to the instructions in section 8 of this Prospectus regarding your application under the Offer.

General

This Prospectus is issued by ECP Emerging Growth Limited (ACN 167 689 821) (ECP, ECP Emerging Growth, Company or Issuer) in connection with the issue of redeemable, unsecured, unsubordinated, convertible notes (ECP Notes).

This Prospectus is dated 4 March 2022. A copy of this Prospectus was lodged with ASIC on that date. Neither ASIC nor ASX takes any responsibility for the contents of this Prospectus or the merits of any investment under this Prospectus. No ECP Notes will be issued on the basis of this Prospectus after the expiry date. This Prospectus expires on 4 April 2023.

No person may give any information or make a representation about the Offer, which is not in this Prospectus. Information or representations not in this Prospectus must not be relied on as authorised by the Company, or any other person, in connection with the Offer.

This Prospectus provides information for investors to decide if they wish to invest in ECP Emerging Growth. Read this document in its entirety. Examine the assumptions underlying the risk factors that could affect the financial performance of ECP Emerging Growth. Consider these factors carefully in light of your personal financial circumstances. Seek professional advice from your accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest. The Offer does not take into account the investment objectives, financial situation or needs of particular investors.

For personal use only

Table of contents

For personal use only

Letter from the Chairman

4 March 2022

I am pleased to invite you to participate in ECP Emerging Growth Limited's (ECP) convertible note offer. The listed, redeemable, unsecured convertible notes (ECP Notes) are an invitation for new investors to take an interest in our business and to provide existing Shareholders with a further avenue to benefit from their ownership in our Company. The Offer is subject to Shareholder Approval which will be sought at an extraordinary general meeting of the Company and a notice of meeting will be sent to Shareholders shortly.

This Prospectus contains further details of the Offer, the terms of the ECP Notes and a description of the risks associated with an investment in the ECP Notes and ECP in general. I encourage you to read the entire Prospectus carefully and consider the risks before deciding whether to participate in the Offer.

ECP - Background

Listed in August 2014, ECP has continued to grow each year due to the investment performance delivered by the Investment Manager. Since the expiry of the options issued upon listing, the Company has not conducted any additional capital raising. However, as shown below, the Company's net assets have grown after paying operating expenses, taxes and half-yearly dividends to Shareholders due to the investment performance.

Despite the performance track record, the relative size of ECP compared to other LIC's remains a hurdle to acceptance by some research houses and advisors and therefore it is essential that the Company continues to investigate avenues of growth. Given the persistent share price discount to Net Tangible Assets (NTA) any capital raising at a discount to the share price would be dilutive to our existing shareholders, a scenario that the Board considers unacceptable.