Investment Offer

Morgans is a Joint Lead Manager to the Offer¹

Latitude Group Holdings Limited (“Latitude” or “Issuer”) has announced it is seeking to raise up to $140 million² through the issue of Latitude Capital Notes 2 (“Notes”). Notes are fully paid, convertible, redeemable, resaleable, non-cumulative, perpetual, unsecured and subordinated notes issued by Latitude.

The Offer includes a Reinvestment Offer to all eligible Latitude Capital Notes (ASX: LFSPA) holders who are within the Target Market and held LFSPA on the record date of Friday, 20 March 2026. Any LFSPA not reinvested are expected to be redeemed on 27 October 2026 (subject to the Terms of LFSPA).

Please contact your Morgans Adviser to discuss the suitability of Latitude Capital Notes 2 given your specific investment objectives, current portfolio holdings and if appropriate secure an allocation.

Notes are a complex investment and may be difficult to understand, even for experienced investors, and involve different risks from a simple debt or ordinary equity security. You should ensure that you understand the Notes Terms and risks of investing in Notes and consider whether it is an appropriate investment for your particular circumstances. It is important that you read the Prospectus in full before deciding to invest in Notes.

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Company Overview

Latitude is an ASX-listed consumer finance business operating across Australia and New Zealand, serving approximately 1.8 million customers through a diversified product suite including credit cards, instalment finance, personal loans and auto loans. The Group operates a dual “Pay” and “Money” model, with ~$3.9bn in credit card receivables and ~$3.3bn in personal and auto loans (total ~$7.2bn), supporting a broad and diversified consumer lending portfolio.

Latitude originates loans through a multi-channel distribution network including of 5,500 merchant partners (including major retailers such as Harvey Norman, JB Hi-Fi, Apple and Amazon), a broker network of over 5,500 accredited brokers, and direct digital channels. The business also provides white label solutions for partners, including branded credit card programs.

The Group’s operating model is supported by a funding platform comprising securitisation programs, warehouse facilities and corporate funding, enabling ongoing loan origination and portfolio growth. Latitude’s strategy is focused on driving sustainable asset growth, improving customer experience and productivity (including through AI), and enhancing risk management and operational efficiency.

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Company Performance

Latitude generates earnings from its ~$7.2bn consumer receivables portfolio, with revenue driven by net interest margins, portfolio growth and customer activity across its lending products. The Group delivered new originations of approximately $9.1bn in 2025, supporting ongoing asset growth and income generation.

Performance is supported by cross-sell dynamics between its Pay and Money divisions, enhancing customer lifetime value and lowering acquisition costs. The business actively manages credit risk through underwriting standards, arrears monitoring and charge-off management, with outcomes influenced by borrower behaviour and broader economic conditions.

Latitude reported net interest income of $813.6m in FY25 (up from $688.4m in FY24), with total operating income of $839.5m. Profit after tax increased to $94.0m (from $21.6m in FY24), reflecting improved earnings generation across the portfolio.

We would highlight Latitude's strong support for LFSPA, including ongoing payment of distributions and grossing up of each payment in the absence of sufficient franking credits.

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Key Features of the Offer

• Opportunity to reinvest LFSPA proceeds ($100 per LFSPA) into Notes ($100 per Note) and maintain exposure to Latitude beyond the expected redemption date
• Opportunity to participate in the Broker Firm Offer via Morgans as a Joint Lead Manager

• Quarterly (fully franked) distributions equal to the 3-month Bank Bill Rate plus a margin of 4.15% – 4.35%⁴ (approximately 8.40% – 8.60% p.a.)⁵
• Distributions are discretionary but must be paid ahead of ordinary dividends; unpaid distributions are cumulative⁶
• Notes have a $100 Face Value and may be Redeemed or Converted at Latitude’s option from 28 April 2031 (or on any Distribution Payment Date thereafter, or earlier in certain circumstances)⁷
• Margin step-up of +3.00% p.a. if not redeemed at the Optional Exchange Date, and an additional +5.00% p.a. following a Change of Control Event
• Notes are perpetual with no fixed maturity date³
• Notes rank ahead of ordinary equity and behind senior creditors⁸
• Expected ASX code: LFSPB⁹

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<sup>1.    Morgans will receive fees for its role.
2.    Latitude may issue less than $140 million of Notes, subject to a minimum Offer size of $100 million.
3.    Notes are perpetual and do not have a fixed maturity date. If not Redeemed or Converted, they may remain on issue indefinitely and Holders have no right to require repayment of Face Value.
4.    Margin will be determined at the end of the Bookbuild and may be set outside the indicative range.
5.    Based on an assumed 3-month Bank Bill Rate of 4.25%. Distribution Rate will vary over time.
6.    Distributions are discretionary, cumulative (but not compounding) and subject to the Terms.
7.    Latitude may Redeem or Convert Notes from 28 April 2031 or any Distribution Payment Date thereafter, or earlier in certain circumstances.
8.    Notes rank ahead of ordinary shares, equally with Capital Notes 1, and behind senior creditors.
9.    Application will be made to list Notes on ASX under the code LFSPB.</sup>

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Issuer: Latitude Group Holdings Limited (LFS)
Transaction: Capital Notes Offer
Morgans Role: Joint Lead Manager
Offer Size: up to $140 million
Offer Launch Date: 24 March 2026
Expected Broker Firm Bookbuild Closing Date: 27 March 2026
Offer Opening Date: 1 April 2026
Offer Closing Date: 20 April 2026

Investments in Notes are an investment in Latitude and may be affected by the ongoing performance, financial position and solvency of Latitude. Notes are not deposit liabilities, are not protected accounts under the Banking Act or Financial Claims Scheme, and are not guaranteed or insured by Latitude, any government, government agency or compensation scheme.

There are a number of risks associated with an investment in Notes, many of which are outside the control of Latitude. These risks could result in the loss of your investment and associated income. Before applying, investors should consider whether Notes are suitable for them, including by reviewing the key risks summarised in Section 1.5 and detailed in Section 5 of the Prospectus. Investors should also consider the differences between Latitude Capital Notes 1 and Latitude Capital Notes 2 before participating in the Reinvestment Offer.

No cooling off rights apply to an application for Notes. You cannot withdraw your application once it has been lodged, except as permitted under the Corporations Act.

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Design and Distribution Obligations (DDO)

The Corporations Act imposes obligations on the Issuer to determine an appropriate Target Market for Notes. The distribution of Notes (through both Broker Firm and Reinvestment Offers) is limited to Qualified Investors or Retail Investors receiving personal advice only, as specified in the Target Market Determination (“TMD”). Morgans as the distributor must take steps which result in the Offer being distributed only to investors that are within the Target Market.

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More information

Investors should read the Prospectus in full to understand the features and risks of Notes. Please contact your Morgans adviser to apply under the Offer.

If you have any questions about the Offer, please contact your Morgans adviser, call 134 226 or find your nearest office.
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Download Prospectus

The Offer is being offered only in Australia and the Prospectus will only constitute an offer to a person receiving it in Australia. Not for distribution, directly or indirectly, in the United States or to, or for the account or benefit of, US Persons, except in accordance with an available exemption from the registration requirements of the US Securities Act. The distribution of the Prospectus (including an electronic copy) in jurisdictions outside Australia may be restricted by law.

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