Same Philosophy, Smarter Pathways: Structured Routes to Quality Investments

At the upcoming AGM, shareholders will consider two similar proposals designed to provide Global Masters Fund’s (GFL) with targeted opportunities aligned to our mission and remaining consistent with our quality-focused mandate and governance standards. Below is a summary of what each resolution proposes, how it would operate in practice, and the safeguards in place.

ECP Private Growth Fund

What is proposed:
GFL would enter into a subscription agreement to make a capital commitment of up to $8.7 million to the ECP Private Growth Fund (the Fund), an unregistered wholesale scheme managed by entities within the EC Pohl & Co group. Capital would be drawn only when specific pre-IPO investments are ready to proceed, with GFL receiving units in a separate class for each investee company. The Fund targets minority stakes in private companies planning to list within 12–36 months.

Why this is on the agenda:
High-quality IPOs are less frequent, and allocations are often largely spoken for by early investors. The Fund aims to secure timely access to opportunities that align with our philosophy and could otherwise be difficult to attain on an ad hoc basis.

How it would be controlled:

• Position limits: Investment in any single opportunity is capped at 5% of GFL’s equity interests at the time of investment.
  
  
• Ownership limit per class: GFL would hold no more than 40% of any unit class.
  
  
• Fee treatment: Any investment would be nominated as passive under the MSA and excluded from GFL’s monthly management and performance fees. The Fund itself has no base management fee payable to the investment manager; only a performance fee of 20% of realised returns above return of capital is paid via sponsor units.
  
  

Governance and approvals:
Because the Trustee, EC Pohl & Co RE Ltd (ECPRE) is a related party and the commitment size meets the ASX definition of a “substantial asset” (≥5% of equity interests), Listing Rule 10.1 requires shareholder approval. An Independent Expert’s Report (BDO Corporate Finance Ltd) concludes the commitment is fair and reasonable to Non-Associated Shareholders. A voting exclusion applies to Jason Pohl and Emmanuel Pohl and their associates.

Process if approved:
Following approval, GFL would sign the subscription agreement. For each opportunity, ECPRE would issue a capital call and a supplementary memorandum; GFL may accept or decline, and if proceeding, would fund within 10 business days.

EC Pohl & Co Resilient Quality Funds

What is proposed:
GFL would invest $5 million each into three EC Pohl & Co Resilient Quality Funds focused on UK & Europe, US & North America, and Asia-Pacific (total $15 million). These unregistered wholesale funds invest in listed equities within their regions using the same quality-growth methodology applied by our Manager.

Why this is on the agenda:
The structure provides region-specific exposure and benchmark clarity, aiming to diversify by geography and reduce concentration in global mega-caps, while maintaining full transparency over holdings, weights and performance.

Fees and seed arrangements:

• Standard fee settings: 1.0% management fee (monthly) and 20% performance fee on benchmark outperformance, subject to a high-water mark.
  
  
• Seed rebates: In recognition of GFL’s seed role, the US and APAC funds will be fee-free for three years via a rebate agreement; the UK fund continues on standard terms, given the existing UK active portfolio. The Manager will cover the Funds’ operating costs for the first three years.
  
  
• MSA treatment: These holdings would be nominated as passive and therefore excluded from GFL’s MSA management and performance fee calculations. If fully deployed, the investment equals 22.9% of the portfolio (as at 30 June 2025).
  
  

Look-through and mandate alignment:
Although the Funds are unlisted vehicles, they invest only in listed securities within their regions. GFL will clarify the MSA to confirm the look-through treatment to listed securities, ensuring alignment with the Authorised Investments definition.

Governance and approvals:
As with Resolution 3, Listing Rule 10.1 applies due to related-party status and substantial asset thresholds. The Independent Expert’s Report concludes the investment is fair and reasonable to Non-Associated Shareholders. Voting exclusions apply to Jason Pohl and Emmanuel Pohl and their associates.

Timing:
Subject to approval, GFL aims to invest within three months (or later if establishment timing requires).

What these resolutions collectively enable

• Targeted access to quality opportunities—pre-IPO via a controlled commitment, and listed regional exposures via dedicated funds—while keeping to established risk limits, fee discipline, and board oversight.
  
  
• Operational flexibility to accept or decline each drawdown or fund allocation based on prevailing portfolio needs.
  
  
• Independent assessment: Both proposals have been reviewed by BDO Corporate Finance Ltd, with conclusions of fairness and reasonableness for Non-Associated Shareholders.
  
  

Shareholders are encouraged to read the Notice of Meeting and theIndependent Expert’s Report in full before voting for or against each resolution at the AGM.