Investment Offer

Morgans is a Joint Lead Manager to the Offer¹

MA Credit Portfolio Holdings Limited (“Issuer”) has announced it is seeking to raise up to $300 million² through the issue of 3 million of MA Credit Portfolio Notes (“Notes”). Notes are secured, deferrable, redeemable and floating rate debt securities with a face value of $100 (“Face Value”) to be listed on ASX with the ticker code “MA2HA".

The Notes are intended to deliver regular monthly interest income, generated from a diversified portfolio of credit investments across corporate and asset-backed lending exposures. The Notes are intended to be refinanced or redeemed and repaid to Noteholders by 10 December 2031 (6 years). The Note has a final Maturity Date on 10 December 2032 (7 years).

The Offer includes a Broker Firm Offer to clients of Morgans. Please contact your Morgans Adviser to discuss the suitability of the Notes given your specific investment objectives, current portfolio holdings and if appropriate secure an allocation.

About MA Financial Group

The assets of the Issuer are managed by MA Investment Management Pty Ltd (“Manager”), a wholly owned subsidiary of MA Financial Group Limited (ASX: MAF) (“MA Financial”). MA Financial Group is a leading ASX-listed alternative asset manager with expertise across private credit, real estate and hospitality. While the broader Group operates across these sectors, the MA Credit Portfolio Notes strategy is focused exclusively on private-credit investments (excluding direct real-estate development and construction lending). As at 30 September 2025, MA Financial Group managed approximately $12.7 billion in assets and $155 billion in loans, employing more than 700 professionals with offices in Australia, New Zealand, Asia and the United States.

The Manager is responsible for implementing the Investment Strategy and managing the Issuer’s Portfolio, including identifying and analysing credit opportunities, actively managing investments, and overseeing performance and operations.

The Manager’s private credit team averages over 25 years’ experience and oversees approximately $6.5 billion in credit strategies. Supported by MA’s proprietary origination network, the platform reviews more than $30 billion in potential annual lending opportunities, typically executing fewer than one in ten following rigorous credit assessment. Employees of MA Financial Group have co-invested approximately $235 million alongside clients — reflecting strong alignment of interests and a disciplined focus on capital preservation.

Overview of the Notes

The Notes are a promise by the Issuer to pay monthly interest (subject to deferral as described in the Prospectus) and to repay the Face Value of the Notes on the Maturity Date.

Proceeds from the Notes will be invested in a diversified portfolio of credit investments through the MA Credit Portfolio Trust, which in turn invests in the MA Master Credit Trust and other direct lending opportunities. The portfolio will primarily comprise corporate and asset-backed lending exposures, designed to deliver regular income and capital stability.

The Issuer may gain exposure to these credit assets directly or indirectly, including through structured investment arrangements or by providing loan funding to borrowers, in accordance with the Manager’s portfolio guidelines which emphasise diversification, portfolio controls, and an express exclusion of direct real estate construction lending.

Investment Strategy

The Investment Strategy seeks to deliver regular monthly income and capital stability by investing in a diversified portfolio of private credit assets through the MA Credit Portfolio Trust. The portfolio will primarily comprise credit investments across corporate and asset-backed lending segments, diversified by borrower, sector and security type. These include secured loans backed by real assets, receivables, or other forms of collateral.

The Manager seeks to achieve an appropriate balance between return, liquidity and credit risk, maintaining sufficient liquidity to meet ongoing interest payments and the repayment of principal. The portfolio will evolve as the Manager deploys capital into new investments and reinvests repayments in accordance with the investment strategy.

MA CREDIT INVESTMENT PHILOSOPHY

Source: MA Credit Portfolio Notes Prospectus

‍

Initial Indicative Portfolio

To support efficient deployment and income generation following issue, the Issuer intends to invest in an initial portfolio of seasoned credit assets held through the MA Master Credit Trust.

The portfolio is actively managed and will be progressively diversified through new credit investments and the reinvestment of repayments over time, aiming to maintain stable income generation while managing credit, interest rate and liquidity risks consistent with the Issuer’s investment objectives.

Indicative portfolio composition across credit subsections is shown below.

Source: MA Credit Portfolio Notes Prospectus

MA Credit Portfolio Notes Overview

Key highlights of investing in the Notes include:

• Monthly floating rate income: The interest rate is equal to the 1-month Bank Bill Rate plus 3.25% p.a. (net of fees), payable monthly i.e. approximately 6.80% p.a. ³.
• First loss capital buffer and alignment of interest: MA Financial Group entities will invest equity and subordinated Buffer Units equal to approximately 5% of Gross Asset Value. As these rank behind the Notes, they provide a first-loss buffer to support Noteholder interests if there is a shortfall in income or capital required to pay interest or repay the Face Value. If the Capital Buffer is reduced, it must be replenished to 5% before any distributions can be made to equity holders, ensuring Noteholders are prioritised in the capital structure. MA Financial employees have also co-invested approximately $180 million in the MA Master Credit Trust (which the Portfolio will be indirectly invested in).
• Defined repayment date: Notes have a Target Repayment Date of 10 December 2031 (6 years) and Maturity Date of 10 December 2032 (7 years)⁵. If redeemed within 12 months of issue, the Notes will pay a Redemption Amount of $101 per Note; thereafter, redemptions occur at Face Value⁶.
• Step Up Rate: If the Notes are not redeemed by the Target Repayment Date, the margin will increase by 1.00 % p.a. (from 3.25 % to 4.25 % p.a.), providing an enhanced return to investors until redemption or maturity.
• Diversified seasoned underlying portfolio: The Issuer will invest in an actively managed portfolio of private-credit investments with secured, asset-backed and defensive characteristics. The portfolio includes corporate and asset-backed loans secured by real assets, receivables, equipment and other collateral, diversified across sectors. The Issuer is expected to initially invest 75–100 % of its assets in the MA Master Credit Trust, which as at 30 September 2025 represents a $2.7 billion portfolio (excluding cash) comprising over 90 credit investments and a track record of approximately seven years.
• Institutional platform and capital protection: Backed by an ASX-listed manager with scale, meaningful co-investment and hands-on restructuring expertise, MA Financial applies institutional-grade credit analysis and portfolio oversight supported by proprietary credit grading, red-team reviews and regular stress testing. Its alliance with Moelis & Company adds extensive restructuring and workout experience, with more than $40 billion in transactions advised since 2009. This integrated platform underpins a defensive, asset-backed lending approach designed to support capital stability and consistent returns through market cycles.
• Clear Portfolio Guidelines: The Manager has adopted defined portfolio guidelines designed to create a well-structured, diversified and robust credit portfolio to underpin the Notes. These guidelines include limits on position size, borrower and loan exposures, concentration risk, asset class and geographic exposures. Importantly, the portfolio expressly excludes any exposure to direct real estate construction lending.
• Access to private credit opportunities typically not available to retail investors: The Notes provide exposure to secured lending and private-credit investments originated by MA Financial Group’s institutional-grade credit platform.
• Cumulative interest payments: Interest payments may be deferred if there is insufficient income. Unpaid interest will accrue and be paid on the next Interest Payment Date on which there is sufficient investment income (comprising the deferred Interest Payment and the accrued interest). This aims to restore investors to their original economic position, as if the interest payments had not been deferred.
• Experienced manager: The portfolio is managed by MA Investment Management Pty Ltd, part of MA Financial Group Limited (ASX: MAF) - an ASX-listed alternative asset manager specialising in private credit, real estate and hospitality, with approximately $12.7 billion in assets under management and $155 billion in loans as of 30 September 2025. The Manager also oversees the ASX-listed MA Credit Income Trust (ASX: MA1) and the MA Master Credit Trust, demonstrating a strong track record in managing listed and unlisted credit investment vehicles.
• ASX liquidity: The Notes are expected to be quoted on the ASX under the code "MA2HA"⁷.

Key Features of the Offer

• Opportunity to participate in the Broker Firm Offer via Morgans as Joint Arranger and Joint Lead Manager to the Offer
• Notes have a Face Value of $100 and are redeemable by the Issuer on 10 December 2031 (6 years)⁶. If not redeemed by this date, the Margin will increase by 1.00% until the Maturity Date
• If not redeemed before, Notes will mature on 10 December 2032 (7 years)
• Monthly floating rate interest payments equal to the 1-month Bank Bill Rate plus a Margin of 3.25% (net of fees) (“Interest Rate”) i.e. approximately 6.80% p.a.³
• While the Issuer intends to pay interest on a monthly basis, it may defer the interest payment if there is insufficient income. Deferred amounts will accrue interest at the Interest Rate. This aims to restore investors to their original economic position, as if the interest payments had not been deferred
• The first interest payment is expected to be paid on 9 February 2026
• First-loss income and capital protection provided by MA Group entities through investments in equity and subordinated Buffer Units, together representing approximately 5% of Gross Asset Value. These instruments rank behind the Notes, providing a first-loss buffer designed to support Noteholder interests if there is a shortfall in income or capital required to pay interest or repay the Face Value. Notes rank ahead of and have priority over the Equity Investor Shares and Buffer Units⁴
• ASX listed liquidity expected to be quoted on ASX under the code MA2HA⁷

<sup>1. Morgans will receive fees for its role.
2. The Offer size may be more or less than $300 million, subject to a minimum raise of $[200] million.
3. The Target Repayment Date is a target only. The Issuer may, at its discretion, elect not to redeem the Notes on that date.
3. Based on 1-month Bank Bill Rate of 3.55%.
4. MA Financial Group entities will invest equity and subordinated Buffer Units equal to approximately 5% of Gross Asset Value. The Equity Investor Shares and Buffer Units rank behind the Notes, providing a first-loss buffer designed to support Noteholder interests if there is a shortfall in income or capital required to pay interest or repay the Face Value of the Notes.
5. The Target Repayment Date is a target only and the Issuer may, at its discretion, elect not to redeem the Notes on that date.
6. Notes may be redeemed at the Issuer’s discretion on any Interest Payment Date. If redeemed within 12 months of issue, the Redemption Amount will be $101 per Note; thereafter, redemptions occur at Face Value. Notes may also be redeemed following a Tax Event or, at the request of Noteholders by Ordinary Resolution, in the event of a Change of Control Event (each at Face Value).
7. Application will be made to list Notes on ASX.</sup>

Issuer: MA Credit Portfolio Holdings Limited
Transaction: MA Credit Portfolio Notes Offer
Morgans Role:  Joint Arranger and Joint Lead Manager
Offer Size: $300 million
Offer Launch Date: 19 November 2025
Expected Broker Firm Close Date: [11] November 2025

Before applying for Notes, investors should ensure they have a sufficient understanding of the risks involved in investing in the MA Credit Portfolio Notes (MA2HA) and should consider whether the Notes are a suitable investment for their personal circumstances.

The Notes are not guaranteed by MA Investment Management Pty Ltd, MA Financial Group Limited, the Note Trustee, or any other person. The investment performance of the Notes, the payment of Interest, and the repayment of the Face Value depend on the performance of the Issuer and its underlying assets.

The Notes are not “simple corporate bonds” and do not comply with the requirements for simple corporate bonds under the Corporations Act 2001 (Cth). In particular, the Notes allow for Interest to be deferred if there is Insufficient Income for a period, and repayment of the Face Value is not guaranteed.

An investment in the Notes is subject to a range of risks described in Section 7 (Key Risks) of the Prospectus. These include the risk that the investment strategy may not generate sufficient income to pay Interest or repay the Face Value, that the portfolio may not achieve the intended level of diversification, and exposure to credit risk, default risk, interest rate risk, valuation risk, and liquidity risk, among others. If any of these or other material risks eventuate, they may adversely affect the Issuer’s financial performance and the payments on the Notes.

Investors should also be aware that the Notes may trade below Face Value, returns may be volatile, and liquidity on ASX may be limited.

Cooling-off rights do not apply to an investment in the Notes. Once an application has been accepted, investors cannot withdraw or cancel their application.

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 is limited to Qualified Investors or Retail Investors receiving personal advice only, as specified in the Target Market Determination (“TMD”).

More information

By proceeding, you confirm that you have read and understood the above Terms and Conditions, you are 18 years of age or over, you are a resident of Australia accessing this website from within Australia and you represent, warrant and agree that you are not a US Person, nor are you acting for the account or benefit of a US Person.Bottom of Form

Investors should read the Prospectus in full to understand the features and risks of the Offer. 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.

‍