条款及细则

By accessing the electronic Prospectus, you agree to and acknowledge reading these terms. If you would like us to send you a copy of the Prospectus and an Application Form, please contact the information line by telephone on 1300 911 275 (within Australia) or +61 1300 911 275 (outside Australia) during the period in which the offer for shares remains open and a copy will be sent to you free of charge.

Capitalised terms and abbreviations used in this Notice and the electronic Prospectus, unless specified otherwise, have the meanings given in the glossary of the Prospectus at Appendix A.

1. Prospectus

   RAM Income Capital Ltd (ACN 690 030 187) (Issuer) lodged a Prospectus dated 15 September 2025 (Prospectus) with the Australian Securities and Investments Commission (ASIC) for the issue of between 1,500,000 and 3,000,000 unsubordinated, secured, deferrable, cumulative and redeemable retail notes (RAM Secured Income Notes or Notes) by the Issuer under the Prospectus (Offer). The electronic copy of the Prospectus available on this website is a substantially faithful copy of the paper copy lodged with ASIC. The Prospectus contains details required by investors for the Offer.

   In accordance with Chapter 6D of the Corporations Act 2001 (Cth) (Corporations Act), the Prospectus will be subject to an exposure period of 7 days from the date of lodgment of the Prospectus with ASIC. This period can be extended by ASIC for a further period of 7 days.

2. Important information

   This Notice does not form part of the Prospectus. You must read it before you attempt to access the electronic version of the Prospectus on this website and indicate your agreement or otherwise at the bottom of this Notice.

   The Prospectus is an important document that should be read in its entirety. Potential investors should read the entire Prospectus and, in particular, in considering the prospects for the Issuer, investors should consider the risk factors that could affect the performance of the Issuer or the Notes, which are more fully detailed in Section 6 of the Prospectus. You should carefully consider these factors in light of their personal circumstances (including financial and taxation issues) and seek professional advice from a licensed investment adviser.

   Neither ASIC nor the Australian Securities Exchange Limited (ASX) take any responsibility for the contents of the Prospectus or the investment to which it relates.

   The Notes are not “simple corporate bonds” and do not comply with the requirements for simple corporate bonds under the Corporations Act.

   Cooling off rights do not apply to an investment in Notes offered under this Prospectus. This means that, in most circumstances, you cannot withdraw your Application.

   The Prospectus expires on [insert]. No Notes will be issued on the basis of the Prospectus after that expiry date.

3. About the Investment Manager

   The assets of the Issuer are managed by Real Asset Management Pty Limited (RAM or the Investment Manager), part of the RAM Group, an Australian investment management company. The RAM Group is an Australian alternative income asset manager, providing investment solutions globally in credit, real estate and private markets, for institutions and externally advised clients.

4. About the Notes and the Offer
   1. Overview

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

      The Issuer will invest the proceeds of the Notes into secured loans to gain indirect exposure to a diversified pool of debt and debt securities.

   2. Key features of the Notes Key features and benefits include:
      • regular monthly income: The Distribution Rate applicable on the Notes is a benchmark rate of the BBSW and:
        • 3.00% per annum (Initial Margin) for the Notes for the period until (but not including) the date which is five and a half (5.5) years from the Issue Date (Step Up Date); or
        • 3.25% per annum (being the sum of the Initial Margin plus the Step up Margin of 0.25% per annum) for the period from the Step Up Date until the Maturity Date.
      • deferrable: while the Issuer intends to pay Distributions on a monthly basis, it may defer the payment of (part or all of the) any Distribution Payment Date (on a cumulative basis with interest accruing on such deferred Distributions) if there is insufficient income. To the extent that a Distribution is deferred, this does not in itself constitute a winding up event.
      • secured Australian property credit: The Issuer will invest, through a secured loan, in an underlying portfolio comprising Australian first registered mortgages and securitised investments backed by a pool of Australian first registered Mortgages.
      • credit enhancement: The Notes will benefit from credit enhancement in the form of subordinated capital which ranks below the secured Noteholders. This acts as a buffer in the event of a capital loss on the loan portfolio.
      • defined Maturity Date: The Notes will have a Maturity Date of [10 April] 2032. The Issuer may elect to redeem the Notes before their Maturity Date on certain optional redemption dates. The Issuer may also be required to redeem the Notes early in certain circumstances.
      • Experienced and aligned manager: The senior leadership team of the RAM Group have an average of more than 25 years of experience in investment management. As the RAM Group parent company is a 100% employee owned company, we are fully aligned with our investors’ outcomes. Our loan originator, Brighten, has written over 10,000 loans since 2017 and is a repeat RMBS issuer. Before applying for Notes, you should be satisfied that you have a sufficient understanding of the risks involved in making an investment in the Notes and should consider whether the Notes are a suitable investment for you. Notes are not guaranteed by the Issuer or any other member of the RAM Group or any other person.
5. Persons to whom the offer is available
   1. Geographic access of the Prospectus

      The electronic Prospectus on this website must only be accessed from within Australia or New Zealand, or by Professional Investors in Hong Kong and Singapore or Qualified Institutional Investors and Joint Stock Companies which qualify as Professional Investors (as defined under the FIEL) in Japan.

      If the electronic Prospectus is accessed by a person from outside Australia or New Zealand, or by Professional Investors in Hong Kong and Singapore or Qualified Institutional Investors and Joint Stock Companies which qualify as Professional Investors (as defined under the FIEL) in Japan, it should not be downloaded or printed, nor should any application be made by that person for Notes. The Notes are not being extended, and the Notes will not be issued, to applicants with a registered address which is outside Australia, New Zealand or Professional Investors in Hong Kong and

      Singapore or Qualified Institutional Investors and Joint Stock Companies which qualify as Professional Investors (as defined under the FIEL) in Japan.

      The electronic Prospectus does not constitute an offer or invitation in any jurisdiction, or to any person, where it would not be lawful to make such an offer or invitation. No action has been taken to register or qualify this Prospectus, the Notes or the Offer, or to otherwise permit a public offering of Notes, in any jurisdiction outside Australia.

      The distribution of the electronic Prospectus in any jurisdiction outside Australia may be restricted by law and persons who come into possession of this Prospectus outside the permitted jurisdictions should seek advice on, and observe, any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. Applicants should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed. It is the responsibility of any applicant outside Australia to ensure compliance with all laws of any country relevant to that applicant's jurisdiction. Eligible investors who are nominees, trustees or custodians are therefore advised to seek independent advice as to how they should proceed.

      No action has been taken to register or qualify the Prospectus, the Notes or the offer in any jurisdiction outside Australia. In particular, this Prospectus may not be released or distributed in the United States. The Notes have not been, and will not be, registered under the US Securities Act of 1933, as amended (US Securities Act) or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States unless the Notes are registered under the US Securities Act or are offered and sold in transactions exempt from, or not subject to the registration requirements of the US Securities Act and any other applicable securities laws in the United States.

   2. Target Market

      The Corporations Act imposes obligations on the Issuer to determine an appropriate Target Market for the Offer. The Issuer has issued a Target Market Determination with respect to the Notes which is available at https://ramgroup.com/RAMHA.

      If you are a Retail Investor and wish to participate in the Offer you can only do so through the Broker Firm Offer. You must seek professional advice as to whether you are within the Target Market of the Notes set out in the Target Market Determination and if an investment in the Notes is suitable for you in light of your particular investment objectives, financial situation and needs.

      You can only apply for the Notes if you are within the Target Market of the Notes and you have received personal advice from a qualified financial adviser. If you wish to apply for the Notes, you must contact a Broker.

6. Application for Notes

   Subject to the lapsing of the exposure period, applications for Notes may only be made by completing and lodging the Application Form attached to or accompanied by a paper copy of the Prospectus in accordance with the directions specified in the Prospectus.

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

   After the lapsing of the exposure period, the electronic version of the Prospectus includes an Application Form at the end of the document. The Corporations Act prohibits any person from distributing to any other person an Application Form unless it is attached to a paper copy of the Prospectus or accompanies a complete and unaltered version of the electronic Prospectus.

7. Questions

   If you have any questions about this Notice of the Prospectus or how to apply for Notes, you should seek advice from your accountant, financial adviser, stockbroker, lawyer or other professional adviser.

   Alternatively, please contact the Issuer's Offer Information Line on 1300 911 275 (within Australia) or +61 1300 911 275 (outside Australia) between 8:30am and 5:30pm (Sydney time) Monday to Friday during the Offer Period.

8. Acknowledgement

   The information on this website is provided for informational purposes only and subject to change without notice.

   Nothing contained on this website or in the Prospectus constitutes investment, legal, business, taxation or other advice, nor is it to be relied on in making an investment in Notes. The information on this website and in the Prospectus does not take into account your investment objectives, financial situation or particular needs.

Subject to the terms contained in this Notice, an electronic copy of the Prospectus may be viewed or downloaded. You should ensure that any copy you view or print is complete.

I confirm have read and understood this Notice and agree to the terms and conditions above.