Investment Offer

Morgans is a Joint Lead Arranger and Joint Lead Manager to the Offer¹
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Equity Trustees Limited asResponsible Entity ("RE") has announced the launch ofStonepeak-Plus INFRA2 Trust ("SP2" or "Trust")to raise $100 million through the issue of 1 million Units at $100 per Unit. Units are expected to be quoted on ASX under the ticker code “SP2".

The Trust seeks to provide regular monthly distributions generated from a curated portfoliowith a primary focus on Infrastructure Debt Exposures and a secondary focus on Diversifying Assets. The Trust has a Target Winding Up Date of 8 December 2032 (6 years), with the objective of returning capital to Unitholders at that time. The Trust has a Final Winding Up Date of 8 December 2033 (7 years).² 
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The Offer includes a Broker Firm Offer to clients of Morgans. Please contact your Morgans Adviser to discuss the suitability of the Trust given your specific investment objectives, current portfolio holdings and if appropriate secure an allocation.
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Stonepeak

The Trust ismanaged by Stonepeak-Plus Infra Debt Management Pty Ltd ("Manager"), which is a majority-owned subsidiary of the Stonepeak Group ("Stonepeak"). Stonepeak is the world's largest independent infrastructure and real assets alternatives manager. Stonepeak invests capital for some of the world's largest pension funds, endowments and institutional investors and oversees approximately $135 billion of assets under management (AUM). Founded in 2011, Stonepeak has a 409-person team, including 204 dedicated investment professionals, across 11 offices globally (including Sydney).

Stonepeak is a privately held global alternative investment firm focused on infrastructure. It invests in long-lived, essential-service businesses and projects across digital infrastructure, energy and energy transition, transport and logistics and social infrastructure sectors. Stonepeak is also the manager of the ASX-listed Stonepeak-Plus INFRA1 Notes (ASX: SPPHA), which launched in 2025 and also provides investors with exposure to infrastructure-focused credit assets, while providing monthly income.
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Overview of the Trust

The Trust is established to provide investors with exposure to a portfolio of underlying debt investments with a primary focus on Infrastructure Debt Exposures and a secondary focus on Diversifying Assets.

The Trust seeks to provide investors with regular monthly distributions and a target total return of 1-month BBSW + 3.50% to 4.00% p.a. on Unit Principal, once the portfolio is fully deployed and operating in a steady state, pre-tax and net of fees and costs.

The Trust has a Target Winding Up Date of 8 December 2032 (6 years), with the objective of returning capital to Unitholders at that time. The Trust has a Final Winding Up Date of 8 December 2033 (7 years) and may be extended to 4 December 2034 (8 years) with Unitholder approval.
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Investment Strategy

The Investment Strategy seeks to generate income and capital returns through a portfolio with a primary focus on Infrastructure Debt Exposures and a secondary focus on Diversifying Assets. The Trust is intended to provide investors with regular monthly distributions and, on winding up of the Trust, the return of capital to Unitholders.

The Investment Strategy of the Trust is focused on accessing a portfolio of underlying Infrastructure Debt Exposures. The Manager will target infrastructure assets including digital and communications, transport and logistics, energy and energy transition, social infrastructure and other businesses that exhibit infrastructure-like investment characteristics. The Trust will primarily focus on developed markets, including Australia, New Zealand and other Asia-Pacific countries, North America and Europe.

The Manager conceptually divides the universe of Underlying Infrastructure Debt Exposures into two groups:
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1. Bank Infrastructure Debt – generally conservatively structured infrastructure debt assets that are appropriate for regulated bank balance sheets and are considered by the Manager to have attractive credit characteristics.
2. ‍Private Infrastructure Credit – loans typically originated by non-bank lenders that can provide borrowers with greater flexibility and may offer higher return potential.
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The Manager intends to originate a mix of both types of assets. To achieve scale and diversification, the Trust may access investment opportunities through direct lending, secondary loan purchases, investments in Stonepeak Credit Funds and Structured Investment Arrangements. The Trust may also invest in Diversifying Assets including Asset Backed Finance, Corporate Credit, Capital Solutions and Liquid Assets, where the Manager believes such investments provide attractive risk-adjusted returns, diversification benefits or enhanced liquidity for the overall portfolio. The Trust will target infrastructure assets including, but not limited to, the following sub-segments of infrastructure.
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Source: Stonepeak-Plus INFRA 2 Trust ProductDisclosure Statement (PDS)

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Initial Indicative Portfolio

Immediately following the issue of Units, the Trust is expected to obtain exposure to the InitialPortfolio predominantly through investment in Asset Holding Trusts managed by the Manager. Some of the underlying investments within the Initial Portfolio will be sourced from the issuer ofthe Stonepeak-Plus INFRA1 Notes (ASX: SPPHA), which will contribute investments into the Asset Holding Trusts in exchange for units in those vehicles.

The Initial Portfolio is intended to provide immediate income generation while the Manager continues to diversify the portfolio through additional Infrastructure Debt Exposures and Diversifying Assets. Investments are expected to include a Structured Investment Arrangement referencing a portfolio of infrastructure loans originated by an Asia-Pacific bank, together with direct and indirect exposures to data centres, telecommunications infrastructure, renewable energy platforms, healthcare businesses and other infrastructure-related credit opportunities.

Indicative portfolio composition by concentration, maturity profile and geography is shownbelow.
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Source:Stonepeak-Plus INFRA2 Trust PDS

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Stonepeak-PlusINFRA2 Trust Overview

Key highlights of investing inthe Trust include:

• Regular monthly floating rate income: The Trust seeks to provide regular monthly distributions, targeting a total return of 1-month BBSW + 3.50% to 4.00% p.a. once the portfolio is fully deployed and operating in a steady state (pre-tax, net of fees and costs), i.e. approximately 8.15% to 8.65% p.a.³ The first Distribution is expected to be made approximately one month after commencement of trading on ASX, with distributions intended to be paid monthly thereafter.⁴
• Alignment measures: Stonepeak has implemented a range of measures intended to align its interests with those of Unitholders. The Management Fee may be reduced, subject to a specified floor, where required to support distributions up to the Performance Fee Hurdle of 1-month BBSW + 3.00% p.a. and a Performance Fee is only payable for a month in which that hurdle has been met in full.⁵
• Dividend Stopper: Stonepeak holds ordinary shares in SPP (SPP Equity) which sit below SPPHA Unitholders. The Manager has undertaken to restrict dividends on SPP Equity where distributions to SP2 Unitholders are below the Performance Fee Hurdle and to maintain at least $10 million of SPP Equity while any SP2 Units remain on issue. These measures are intended to further align Stonepeak’s interests with those of SP2 Unitholders.⁶
• Target Winding Up Date: The Trust has a Target Winding Up Date of 8 December 2032 (6 years), with the objective of returning capital to Unitholders at that time. The Trust has a Final Winding Up Date of 8 December 2033 (7 years)².
• Diversified underlying portfolio: The Trust will invest in a curated portfolio with a primary focus on Infrastructure Debt Exposures and a secondary focus on Diversifying Assets, including Asset Backed Finance, Corporate Credit, Capital Solutions and Liquid Assets. The portfolio is expected to be diversified across sectors including digital and communications, transport and logistics, energy and energy transition and social infrastructure.
• Access to Infrastructure Debt typically not available to retail investors: The Trust provides investors with access to infrastructure debt and private credit opportunities sourced through Stonepeak's global infrastructure credit platform, which may not otherwise be readily accessible to retail investors.
• Experienced global manager:  Equity Trustees Limited acts as the independent Responsible Entity. Asset valuations are validated quarterly by a specialist third-party independent valuer and the Trust’s NAV is calculated by an independent Fund Administrator.
• Independent governance and valuation oversight: Equity Trustees Limited acts as theindependent Responsible Entity. The assets of the Asset Holding Trusts are valued byspecialist third-party independent valuers and the Trust’s NAV is calculated by an independentFund Administrator.
• ASX liquidity: Units are expected to be quoted on the ASX under the code "SP2".⁷
  
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Footnotes

1. Morgans will receive fees for its role.
2. The Target Winding Up Date is a target only and capital may not be returned on that date. The Trust has a Final Winding Up Date of 8 December 2033 and may be extended to 8 December 2034 with Unitholder approval by Ordinary Resolution. After the relevant Winding Up Date, the Trust will be wound up and its assets realised, with the net proceeds distributed to Unitholders.
3. Based on a 1-month BBSW of 4.64%. The Target Total Return of 1-month BBSW + 3.50% to 4.00% p.a. applies once the portfolio is fully deployed and operating in a steady state and is pre-tax and net of fees and costs. The Target Total Return is a target only and is not guaranteed. Distributions are intended to be paid monthly but are not guaranteed and may vary from month to month.
4. The Manager may, however, determine that the first Distribution period should be longer than one month (a stub period), in which case the first Distribution would be paid at the end of that stub period. Any such determination will be disclosed to Unitholders.
5. The Management Fee is 0.95% per annum of the Gross Asset Value of the Trust, accrued daily and paid monthly in arrears. Where paying the Management Fee in full for a month would prevent distributions for that month from reaching the Performance Fee Hurdle, the Management Fee for that month is reduced by the amount needed to make up the shortfall, subject to a minimum floor of 0.65% per annum of the Gross Asset Value of the Trust. In addition to the Management Fee, the Manager is entitled to the Performance Fee capped at 20% of the Cumulative Net Spread of the Trust. Subject to that cap, the Performance Fee is 50% of the Excess Cash for a month, with the other 50% paid to Unitholders as distributions above the Performance Fee Hurdle (Enhanced Distributions).
6. The Manager has undertaken to procure that SPP does not declare or pay a dividend on SPP Equity in a calendar month where distributions to SP2 Unitholders for that month are below the Performance Fee Hurdle of 1-month BBSW + 3.00% p.a. The Manager has also undertaken to procure that the Stonepeak Group does not reduce its SPP Equity below $10 million while any SP2 Units remain on issue. These measures are intended to align Stonepeak’s interests with those of Unitholders and do not provide a direct equity or first-loss buffer for SP2 Unitholders.
7. Application will be made for the Trust to be admitted to the Official List of ASX and for the Units to be quoted on ASX under the code "SP2".

Manager: Stonepeak-Plus Infra Debt Management Pty Ltd
Transaction: Stonepeak-Plus INFRA2 Trust Offer
Morgans Role:  Joint Lead Arranger and Joint Lead Manager
Offer Size: up to approximately $100 million
Offer Launch Date: 28 October 2026
Expected Broker Firm Close Date: 16 November 2026

Before applying for Units, investors should ensure they have a sufficient understanding ofthe risks involved in investing in the Stonepeak-Plus INFRA2 Trust (SP2) and should considerwhether the Units are a suitable investment for their personal circumstances. The Units arenot guaranteed by Equity Trustees Limited, Stonepeak-Plus Infra Debt Management Pty Ltd,Stonepeak, or any other person. The investment performance of the Trust, the payment ofdistributions and the return of capital are not guaranteed and depend on the performanceof the Trust and its underlying investments.

An investment in the Units is subject to a range of risks, which are described in Section 13of the PDS. Key risks include the possibility that the Investment Strategy may not generatesufficient income to support distributions, that the portfolio may not achieve the intendedlevel of diversification, and exposure to credit risk, default risk, interest rate risk, liquidityrisk, valuation risk and market risk, among others. If any of these or other material riskseventuate, they may adversely affect the Trust's performance, distributions and the returnof capital to Unitholders. Investors should also be aware that Units may trade below theirnet asset value or issue price, returns may be volatile, and liquidity on ASX may be limited.

Cooling-off rights do not apply to an investment in the Units. This means that you will beunable to withdraw your Application once it has been accepted.
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