Biscuiteer Baking Company Ltd

BISCUITEERS BUSINESS PLAN SEPTEMBER 2016 v1.0

Business Plan

Medium Term plan outlining growth opportunities and strategies for optimising growth over the next 3 to 5 years.

Prepared: September 2016

By: Craigie Mains Ltd

Contact: Harriet Hastings

Biscuiteer Baking Company Ltd 18 Stannary Street, London, SE11 4AA +44 (0) 8704 588 358 [email protected]

Biscuiteer Baking Company Ltd

07 September 2016 BISCUITEERS BUSINESS PLAN SEPTEMBER 2016 v1.0 of 32

Important notice The contents of this Circular have not been approved by an authorised person. Such approval is required by section 21 Financial Services and Markets Act 2000 unless an exemption applies. This communication is directed only at "Investment Professionals" within the meaning of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (i.e. in broad terms, directed only at persons having professional experience in matters relating to investments).

These persons are most likely to be:

1. Persons whose ordinary activities involve them, as principal or as agent, in acquiring, holding, managing or disposing of investments for the purposes of a business carried on by them;

2. Persons whose ordinary business involves the giving of advice which may lead to another person acquiring or disposing of an investment or refraining from so doing; and

3. Persons whose ordinary business involves making arrangements with a view to another person acquiring or disposing of investments.

If you do not fall within the above categories you should return this document immediately to the Company at the following address: Biscuiteers Baking Company Ltd, 18 Stannary Street, London, SE11 4AA

If the addressee is in any doubt about the proposals contained in this Circular they should consult an authorised person specialising in advising on investments of the kind in question. Any reliance on the Circular for the purpose of engaging in any investment activity may expose the addressee to a significant risk of losing the value of their investments in the Company.

The information in this document, which does not purport to be comprehensive, has been provided by the management of Biscuiteer Baking Company Ltd and has not been independently verified. No representation or warranty, express or implied, is given by Biscuiteer Baking Company Ltd or the Directors of Biscuiteer Baking Company Ltd as to the accuracy of the information or the opinions contained in this document or any other written or oral information made available to any interested party. No liability (whether in negligence or otherwise) is accepted for any such information or opinions (save in the case of fraud).

No information set out in this document or referred to, or any other written or oral information supplied to any interested party will form the basis of any contract. Any prospective purchaser of new shares issued by Biscuiteer Baking Company Ltd will be required to acknowledge in an investment contract that he has not relied on or been induced to enter such agreement by any representation or warranty, save as expressly set out in such agreement.

This document is being made available only to those parties who have signed and returned a non-disclosure agreement and recipients are therefore bound by the agreement in respect of all information in this document and any other information provided subsequently. This document must not be distributed, published or reproduced in whole or in part or disclosed by recipients to any other person.


DISCLAIMER

This Circular, which is not a prospectus, is issued by Biscuiteer Baking Company Ltd and is for use only by Biscuiteer Baking Company Ltd or the person to whom it is addressed.

This Circular should not be considered as a recommendation by Biscuiteer Baking Company Ltd or its directors, officers, agents or employees to enter into the Shareholders Agreement. It will be assumed that you have carried out your own enquiries and inspections and have considered all the relevant information. Your attention is drawn to the contents of section headed "Risk Factors".

Neither the issue of this Circular nor any part of its contents is to be taken as any form of commitment on the part of Biscuiteer Baking Company Ltd to proceed with any of the Proposals envisaged in this Circular and the right is reserved without advance notice to change the procedure for the acceptance of the Proposals or to terminate any negotiations with any prospective investors at any time. In no circumstances will Biscuiteer Baking Company Ltd be responsible for any costs or expenses incurred in connection with any appraisal or investigation of Biscuiteer Baking Company Ltd or for any other costs and expenses incurred by a Shareholder or prospective investor in connection with Biscuiteer Baking Company Ltd.

Any person who is not a resident of the United Kingdom wishing to agree to the Proposals must satisfy himself as to full observance of the laws of any relevant territory in connection therewith including any requisite governmental or other consents which may be required and compliance with any other requisite formalities. Recipients should consult their professional advisers to ascertain whether any governmental or other consents may be required or any other formalities need to be observed to enable them to accept the Proposals concerning Biscuiteer Baking Company Ltd.

Without limiting the generality of the preceding paragraph, this Circular does not constitute an offer of any securities in Biscuiteer Baking Company Ltd in the United States of America or any resident of the United States of America or any of its territories or to any US citizen resident outside thereof. Biscuiteer Baking Company Ltd shares have not been registered in the United States of America under the US Securities Act 1933.

© Biscuiteer Baking Company Ltd All rights reserved. This document comprises proprietary and confidential information and copyright material belonging to Biscuiteer Baking Company Ltd. Other than as permitted by law, no part of this document may be reproduced, adapted, or distributed, in any form or by any means, without the prior written consent of Biscuiteer Baking Company Ltd.

The information in this document is subject to change without notice. All trademarks acknowledged.


Table of Contents 1 Introduction .................................................................................................................................... 5 2 Company Background..................................................................................................................... 6

2.1 Some important milestones ..........................................................................................................6

2.2 Awards and Recognition ...............................................................................................................6

2.3 Production and Premises ..............................................................................................................6

2.4 Products and Sales ........................................................................................................................7

3 Market............................................................................................................................................. 8 4 Opportunity .................................................................................................................................. 10 5 Products and Services ................................................................................................................... 11

5.1 Production .................................................................................................................................. 11

5.2 Online Sales ................................................................................................................................ 12

5.3 Retail Sales ................................................................................................................................. 13

5.4 Corporate Sales .......................................................................................................................... 13

5.5 Wholesale .................................................................................................................................. 14

5.6 Other Products and Sales ........................................................................................................... 14

6 Financial Summary ....................................................................................................................... 16 7 Management ................................................................................................................................ 18

7.1 Harriet Hastings – Founder and Managing Director .................................................................. 18

7.2 Stevie Congdon – Co-Founder ................................................................................................... 18

7.3 Non-Executive ............................................................................................................................ 18

7.4 New Hires ................................................................................................................................... 19

7.5 Organisation Chart ..................................................................................................................... 19

8 Competition .................................................................................................................................. 20 8.1 Food Gifting ................................................................................................................................ 20

8.2 Founder Driven Brands .............................................................................................................. 21

8.3 Larger Scale Gifting Businesses .................................................................................................. 22

9 Risk Factors ................................................................................................................................... 23 10 Expansion Plan and Funding ........................................................................................................ 24

10.1 Production .................................................................................................................................. 24

10.2 Website ...................................................................................................................................... 24

10.3 Operations ................................................................................................................................. 25

10.4 International .............................................................................................................................. 25

10.5 Staffing ....................................................................................................................................... 25

10.6 Retail .......................................................................................................................................... 26

10.7 Working Capital and Contingency .............................................................................................. 26

11 Summary ....................................................................................................................................... 27


1 Introduction The Biscuiteer Baking Company (“Biscuiteers”) is a small but market leading business. It specialises in making and selling hand baked hand iced biscuits in beautiful gift tins. It has grown each year since incorporation in 2007 and has been profitable throughout. The Company now wishes to build further on its foundations and with the introduction of external capital it plans to improve its operational infrastructure and extend its retail footprint.

This plan provides a comprehensive summary of the company’s history, its products and services, and the opportunities it is hoping to exploit over the medium to longer term. It outlines the scale and type of funding that the Directors are seeking and the Appendices provide extensive supporting material. It is principally addressed to Certified Sophisticated Investors and High Net Worth Individuals who may be interested in investing in the Company’s future.

For the most part the plan envisages ‘organic’ growth focusing on existing business activities which are already cash generative, and so the principal benefit of the additional funding will be to accelerate growth from a stronger capital base. It will also allow Biscuiteers to recruit some key managers to supervise this growth and open up the possibility of licensed sales outside the UK.

The Directors have already taken the first steps to implement the plan (by streamlining production processes and recruiting new digital expertise) and hope to finalise the funding arrangements in 2016 so that the full impact can be realised in 2017 and beyond.


2 Company Background Biscuiteers is an award-winning online retailer of hand-made and hand-iced biscuits, cakes and chocolates. Launched in 2007 with the mission statement ‘why send flowers when you can send Biscuiteers instead?’ Biscuiteers was the first company in the UK to offer luxurious collections of hand-iced biscuits to send as gifts. With exceptional packaging and a range of constantly changing seasonal collections, it has established itself as a leading player in the premium gifting market.

2.1 Some important milestones Biscuiteers has achieved an extraordinary level of brand recognition among ABC1 opinion formers in a very short period. It has shown steady growth since launch and remained profitable throughout. The largest part of the business is composed of online sales direct to consumers, but the Company’s products are also stocked by leading retailers including Selfridges, Fortnum & Mason, Harrods and Conran.

Biscuiteers also has successful and growing corporate sales with regular customers including Chanel, Burberry, Mulberry and Net a Porter. It also produces special products under licence from Mr. Men, Royal Ascot, Warner Brothers Super Heroes, Scooby Doo, Beatrix Potter and The Snowman.

The Company’s first retail outlet was established in 2012 as a boutique biscuit icing café in Notting Hill, followed by a second café in 2014 in Battersea. The Biscuiteers Book of Iced Biscuits was published in 2010 with a second edition in 2012 and has sold 50k copies worldwide. A new publishing deal is currently being negotiated.

2.2 Awards and Recognition Biscuiteers were named as one of "Britain's most innovative, disruptive and creative young brands" in the Future 50 Awards and were a final nominee in the ‘Breakthrough Brand’ category at the Luxury Briefing Awards 2012. They were winners of ‘Best Food Gift Website’ in the Sheerluxe Online Shopping Awards in 2010, 2011 and 2013, and were winners of the Best of British category at the Good Web Guide Awards 2012.

Founders Harriet Hastings and Stevie Congdon were named in the 2013 Evening Standard’s Power 1000 list as two of London’s most influential foodies and tastemakers and Woman and Home identified Harriet as a trailblazing “W&H New Directions Hero” in the October 2013 edition of the magazine.

In 2014 Biscuiteers were winners of the Best Food and Drink category in the Licensing awards and Harriet was named as an Everywoman Ambassador in Retail, as well as Investec ‘Food and Drink Entrepreneur of the Year’ in 2014.

2.3 Production and Premises Biscuiteers hand make and hand ice all their products in their two London factories. The baking is carried out in the Camberwell facility and the icing and despatch are handled in Kennington. The offices are based above the icing hall in Kennington.

The Company also operates two retail outlets where they sell products over the counter to consumers, organise events including icing classes and parties, and where they can produce bespoke personalised


orders in their kitchens. Each retail outlet also houses a café although currently these represent only a small percentage of sales.

2.4 Products and Sales The overwhelming majority of Biscuiteers sales by product are hand iced biscuits, but the company also sells a small amount of cakes, gingerbread, cupcakes, chocolate and cheese. Other products and services include classes, parties, and various icing accessories including books.

In terms of sales channels online sales dominate at around 50% of total sales, with retail sales accounting for about 25% and fast growing corporate sales making up 15%. The balance is made up of ‘event’ and wholesale. Within the online business international orders are healthy and now account for around 5% of total sales.


3 Market The perceived market for “gifting” in the UK runs to several £10 billions. This includes both the Gift Card (e.g. iTunes Voucher) and Greetings Card markets along with Gift Shops and some of the larger thematic segments like cut flowers (but does not include regular retail purchases which are actually gifts). It is more difficult to determine the size of more esoteric segments but research generally considers there are 2.5 million households in the UK capable of ‘premium’ spending and all of these would be potential targets for Biscuiteers. Looking specifically at gifting of hand baked hand iced biscuits there is no definitive research on the market size but it is safe to say that Biscuiteers is the clear market leader in the UK (and probably the world). What is more as the company continues to grow it appears to be penetrating other gifting markets such as flowers and chocolate. The flower market in a gifting sense is dominated by Interflora and the thousands of independent florists that sit under its banner. It is extremely fragmented and while a few larger retailers like Marks and Spencer, Debenhams and Waitrose are active flower sellers, it is by no means their main market. There are also a number of relatively new online retailers such as Bloom and Wild, Bunches.co.uk, FlowersDirect.co.uk and eFlowers.co.uk but nobody has come close to the brand recognition of Interflora. The Chocolate gifting market is smaller than the flower gifting market, but a few brands have been able to establish a credible presence: these include Hotel Chocolat (recently listed), Roccoco and Prestat. Smaller still is the market for other food related gifts such as cupcakes where Hummingbird and Lolas are the best known brands. Looking at the overall biscuit market the broadest measures suggest the UK produces more than 500 million kilos of biscuits each year with a market value of around £4bn. While this has little bearing on the ‘biscuit gifting’ it does show significant demand and is supported by a recent Mintel survey which confirmed that 92% of British consumers ate sweet biscuits each week. So although it is difficult to establish exact market sizes it is clear that the market is more than large enough to accommodate substantial growth at Biscuiteers, and in part it was the scale of the opportunity that enticed the Founders to establish Biscuiteers in 2007. More importantly it was perceived that gifting and food gifting in particular was an under exploited market particularly among more affluent middle aged consumers. The flower gifting market presented a very credible £40 price point and this has proven a useful benchmark for Biscuiteers. Although it is little changed over the last 8 years of recession and subsequent low inflation, it still provides a good balance between attractive gross margins for the seller and affordability for the buyer. If gardening became the ‘go to’ pastime of the 1990s and cycling of the 2000’s then baking is surely attracting the most new interest in recent years. On the one hand it could be argued that DIY biscuit making may undermine incumbent suppliers, but in the case of Biscuiteers and its bespoke hand made products the market attention has only served to stimulate demand. Indeed the success of TV programs like the Great British Bake Off have restored faith in quintessentially British pastimes and products and this plays directly to Biscuiteers brand strengths.


As with any ‘gifting’ business there are countless opportunities to promote differentiated products and what is more the repetitive nature of many gifting opportunities (e.g. birthdays, Christmas) acts as a great catalyst for repeat business. Over the years Biscuiteers has developed specific products for all these recurring ‘special occasions’ and also for common but singular events (which include the ‘First Aid / Get Well Soon’ tin of biscuits). Another factor that has helped speed market penetration is the ability to personalise gifts – which is made very easy with the hand icing process. Although this flexibility may produce some scalability issues in the future for now it is broadening and deepening the interest in Biscuiteers products. In particular it has enabled the Company to produce a range of individually branded corporate gifts. It is also worth noting at this point that the ‘marketability’ of Biscuiteers products is as attractive as the size of its potential market. With an agile custom made product that looks extremely attractive in photographs it has been easy to seed attention across a wide spectrum of media interest. In particular social media has proven to be a very lucrative avenue for promoting the company’s products and extending brand awareness - Biscuiteers now has more than a million followers across various social media channels. Outside the UK there are a number of substantial markets, and in many of these sweet food products command a larger slice of disposable income. Americans and a number of Europeans are known for their sweet tooth, but culturally the Middle East and parts of Asia (Japan in particular), are likely to provide the biggest opportunities.


4 Opportunity The opportunity for Biscuiteers is fairly straightforward. Having proven its ability to create a market leading brand for a highly desirable product at an attractive price point the Company is extremely well placed to scale significantly. Turnover of around £3,000,000 last year, represents a tiny fraction of the UK premium gifting market and a still smaller fraction of the international market.

The website has proven its ability to attract and retain customers for the online business and order values continue to increase. Online partnerships and new online outlets (such as the new specially curated shop within a shop due to launch at Amazon) will extend e-commerce activity. Retail sales also attract high net worth customers in local areas and turn them into ambassadors for the brand.

Corporate sales are growing both in terms of providing a gifting solution for individual executives but more importantly in terms of providing bespoke branded products to supplement customer service initiatives and events; these are especially popular at product launches.

While international sales represent only around 5% of total sales at present the increasing number of enquiries from potential international licensors demonstrates the latent demand for Biscuiteers products and brand. Overseas markets with a culturally sweet tooth should prove particularly lucrative.

Over the 7 years since inception sales have grown at around 20% per annum compounded. There is no reason to expect that unfunded organic growth cannot continue in the same vein which would see turnover increasing to more than £6.0 million in the year ending April 2020 with Operating Profits climbing to around £0.5 million.

However, with appropriate external funding invested to strengthen the corporate infrastructure and to accelerate growth the Directors believe that Turnover could reach £10.0 million with Operating Profits of more than £1.5 million by April 2020. The initial phase of investment as part of this plan is already yielding results in terms of production efficiencies and further improved customer acquisition.


5 Products and Services Biscuiteers creates collections of themed hand iced biscuits, chocolates and cakes for every occasion. A premium gifting solution that offers same day dispatch for orders placed before 1pm and worldwide delivery 6 days a week.

Specifically focused on key gifting occasions like Valentine’s Day, Mother’s Day, Easter, Christmas, Halloween etc, Biscuiteers also offers a comprehensive range for personal occasions such as ‘Thank you’, ‘Happy Birthday’, ‘Get Well Soon’, etc to create a 365 day a year gifting model. With gifts ranging from a £8 Jolly Ginger up to a £40 tin of biscuits or £65 tin of chocolates, Biscuiteers aims to provide a witty, personalised and sophisticated approach to the gifting problem at a range of different price points.

5.1 Production Biscuiteers is a vertically integrated business manufacturing its own products and selling them through retail outlets and online. Over the years the manufacturing process has evolved to improve efficiency and scalability. The process is essentially split into two halves with “baking” in Camberwell and “icing” in Kennington from where the products are dispatched either to retailers or direct to customers. The value of the products is vested in the unique, handmade, artistic quality of the biscuits.

Looking forward the management team have identified a number of ways to further improve production efficiency and potentially significantly reduce production costs which would facilitate the launch of a diffusion range and a more aggressive entry into the wholesale marketplace.

5.1.1 Camberwell The site is composed of a 2,500 sq. ft. industrial bakery that focuses on baking. The rent for the site is £20,000 per annum with the lease ending in 2027 (and a review due in 2022). Aside from baking the site is also used for labelling and lining of tins and sorting chocolates in preparation for icing.

Over the next few months some initial icing stages will be moved to Camberwell focusing on iced outlining (initial lines of icing laid down on biscuits before flooding) which will leave Stannary responsible for the two more skilled aspects of hand icing and finishing of Biscuits.

Biscuiteers also rents two storage arches of 1,000 sq. ft. each for £10,000 each per annum with leases expiring in 2022 (and reviews in 2017).

5.1.2 Stannary The site amounts to 4,200 sq. ft. (including 800 sq. ft. of office space) for which the Company pays a gross £60,000 per annum (rent and rates). The lease runs until 2031 with the next review in 2018. [NB the office space is shared with Lettice Limited which makes a £16,000 contribution leaving Biscuiteers with a net bill of £44,000 per annum].

The Company is increasingly moving to separate skilled elements from unskilled to maximize the value of skilled icers, who often come from a creative arts background. As the business has grown it has been able to take on more icers on a full time basis increasing stability in the team. This core team is supplemented with a large part-time team on shift work.


In the summer new icers are recruited and trained to prepare for the Christmas season. The long shelf life on the biscuits (6 months or more) enables Biscuiteers to build large Christmas stock over August/September/October and creates production space for bespoke Christmas orders in November. The addition of a vacuum packing machine has provided better shelf life and stock levels, again improving flexibility and increasing capacity.

5.2 Online Sales Biscuiteers started life as an online retailer selling bespoke iced biscuits to a discerning but fragmented market. By the time the brand launched in 2008 ‘the last mile’ block that had blighted so many early dotcom businesses had been resolved and the Company was able to easily and efficiently deliver finished products to consumers at short notice.

The strap line of “Why send flowers when you can send biscuits’ quickly attracted new customers, but the quality and consistency of the product kept people coming back for more. On top of this the shelf life of biscuits is good (especially compared to flowers) and unique packaging provided a brand legacy for every recipient.

Over the years the functionality of the website has continually evolved to help improve the user experience and to drive margins higher. It incorporates a number of features including basic gift messages, multiple address options (perfect for corporate sales), international delivery, date selection and range of delivery options.

The table below shows how the online business has prospered over the last few years in terms of customers and revenues. Although growth was slightly slower over 2016 the refurbished website is now generating much stronger returns and higher order values are being maintained.

E-Commerce 2011 2012 2013 2014 2015 2016 Year to end January Actual Actual Actual Actual Actual Actual

Active Customers 13,873 17,028 20,189 22,624 27,111 30,100 YoY growth % 23% 19% 12% 20% 11%

New Customers 11,247 12,520 13,841 14,412 16,490 17,911 YoY growth % 11% 11% 4% 14% 9%

Total Orders 26,183 31,677 34,804 39,949 48,457 52,425 YoY growth % 21% 10% 15% 21% 8%

Returning Customer Sales £ 138,659 257,716 370,033 454,803 580,785 674,214 YoY growth % 86% 44% 23% 28% 16%

New Customer Sales £ 434,594 540,887 591,245 591,594 654,444 781,068 YoY growth % 24% 9% 0% 11% 19%

Average Order Frequency 1.89 1.86 1.72 1.77 1.79 1.74 Average Order Value £ 21.89 25.21 27.62 26.96 25.98 27.49


5.3 Retail Sales Having established a successful model online the Directors decided that they could achieve higher levels of penetration in specific geographic sub-markets by opening retail outlets. Each shop unit has its own kitchen enabling some bespoke production to be done on site with the regular stock of biscuits and other products coming from the central kitchens.

‘High Street’ stores are an effective way of building brand, acquiring new customers and creating successful extensions of the business. This model has been successfully adopted by other businesses like Hotel Chocolat. They also allow for much deeper penetration of the customer base by offering a venue for events and parties. Biscuiteers two shops regularly host icing classes and icing parties for both children and adults.

5.3.1 Notting Hill Shop Covering approximately 850 sq. ft. in premises located at 194 Kensington Park Road the Notting Hill shop has 8 years of lease left with a review in 2016, current rent is £45,000 per annum.

This shop is the home of the original Biscuiteers Icing School offering 2 hour icing classes both during the day and in the evenings. The classes range from ‘Beginners’ to ‘Masterclasses’ and include a number of themed events (e.g. biscuits featuring characters from the Nutcracker ballet).

5.3.2 Battersea Shop Covering approximately 900 sq. ft. in premises located at 12 Northcote Road the Battersea shop has 9 years left on its lease. It is currently going through a rent review which is anticipated to lead to a rent of £70,000 per annum.

This shop is also home to a Biscuiteers Icing School offering the full range of icing classes and events. The main difference from Notting Hill is that a much larger floor area is given over to the café with café sales accounting for nearly 20% of turnover against less than 10% in Notting Hill.

5.4 Corporate Sales Biscuiteers has a very successful corporate bespoke business (which is anticipated to grow by 30% this year). The company supplies bespoke designs, logos designs and icing experiences, for a range of corporate marketing activities including product launches and media events. In addition to enhancing their marketing activities corporate clients also use Biscuiteers’ products for staff rewards and client gifting.


The company operates a special loyalty scheme for PA’s to encourage them to use Biscuiteers as their preferred gifting service. The “Biscuits for Business” guide shows all the different bespoke options that can be created plus details of the unique packaging. Not only does corporate business create value in itself but also it is an excellent way to improve brand value and attract High Net Worth individuals as all Biscuiteers products carry the company branding.

The full range of corporate services has attracted a wealth of blue chip clients over the years including: Cartier, Mulberry, Mac Cosmetics, benefit, Heathrow T2, Lush, Talk PR, K-Swiss, Laura Ashley, Jo Malone, Harrods, Goldman Sachs, Claridges, Warner Bros, BBC, Investec, Liberty, Nestle, L’Oreal, Prada, Marmite, BAFTA, Virgin Media, Burberry, Rolls Royce, Net-a-porter, Swatch Watch, and Gameloft.

5.5 Wholesale The Wholesale business is relatively small but nonetheless an important component of the sales mix. Biscuiteers supplies most of the high end food outlets in London and beyond and this is a very useful tool to keep the brand front of mind. These retailers include Selfridges, Fortnum & Mason, Harrods, Conran and Fenwick.

Given the bespoke nature of the Company’s products it has not yet been possible to produce a lower priced product in sufficient scale or with sufficient margin to justify expanding this wholesale business to a broader mid market. However, the Directors see this as feasible over the longer term, especially if more of the manufacturing process could be automated.

5.6 Other Products and Sales

5.6.1 Licenced Products Biscuiteers has some very high profile licensed partnerships. These help to drive new customers to the website, provide opportunities for additional corporate sales (with licensors themselves) and drive PR and marketing

Although Biscuiteers gets many approaches to take on new licenses, it focuses on the ones that are clearly linked to a gifting occasion as these are the best sales drivers. These licences add unique additions to the product mix with marketing activity based around seasonal opportunities , key anniversary events (Beatrix Potter 150th anniversary is next year) and promotional opportunities around the licenses (e.g. Film launches).

The key partnerships are with: x Mr Men (the first license and winner of a food and drink licensing award) x Ascot Racecourse – seasonal licensed tin sold at the racecourse and online x Warner Brothers superheroes (Batman, Superman etc) and Scooby Doo x Beatrix Potter x The Snowman and The Snowdog x Great Ormond Street Hospital – children's biscuit collection which enables Biscuiteers to

support its charity of choice. There is also an option to donate online at the checkout.


5.6.2 Gluten Free Launched in the Autumn of 2015 the 'Gluten Free' range has had a strong start. Currently available for just 6 bestselling tins, there are already plans to make it more widely available in the New Year to capitalise on strong demand.


6 Financial Summary Sales and Gross Margin have grown steadily in recent years, with online sales representing a fairly steady 50% of overall product sales.

Profit and Loss 2014 2015 2016 Yr to end April £000’s £000’s £000’s

Actual Actual Actual

Statutory Turnover 2,133,283 2,542,806 2,962,557 Total Sales 1,929,193 2,307,069 2,703,071 Gross Margin 957,934 1,258,100 1,500,081 EBITDA 84,095 98,726 38,417

Looking forward the prospects for further organic growth are attractive and momentum in the Online and Corporate segments should help turnover double over the next 4 years and operating margins will improve with economies of scale and better returns from long term customers.

Unfunded Profit and Loss 2016 2017 2018 2019 2020 Yr to end April £000’s £000's £000's £000's £000's Actual Estimate Estimate Estimate Estimate

Total Sales 2,703,071 3,305,189 3,966,227 4,759,472 5,711,367 Online Sales 1,441,288 1,743,588 2,092,306 2,510,767 3,012,920 Cost of Goods Sold 1,462,476 1,423,071 1,725,309 2,046,573 2,427,331 Gross Margin 1,500,081 1,882,118 2,240,918 2,712,899 3,284,036 EBITDA 38,417 268,056 297,467 380,758 485,466

However the Directors are already seeing the benefits of higher levels of investment in 2015 / 16 and believe that growth can be further accelerated with access to appropriate funds. The additional financial resources would further improve the rate of customer acquisition in the UK resources, advance the scalability of production and increase international penetration, resulting in considerably stronger financial performance on a 3 – 5 year view.

Growth Profit and Loss 2016 2017 2018 2019 2020 Yr to end April £000’s £000's £000's £000's £000's

Actual Estimate Estimate Estimate Estimate

Online 1,441,288 1,755,588 2,169,291 3,019,820 3,725,014

Retail 735,093 982,103 1,281,205 1,845,259 2,437,516 Wholesale 65,499 132,500 458,334 587,416 1,153,938 Bespoke and Corporate Sales 461,191 559,996 699,170 872,888 1,089,723 International Licence Sales - 0 200,000 560,000 1,078,000

TOTAL SALES 2,703,071 3,430,187 4,808,000 6,885,383 9,484,191

Gross Margin 1,500,081 1,955,868 2,740,560 3,993,522 5,595,673 Total Operating Expenses 1,461,664 1,703,861 2,347,513 3,082,038 3,924,843 EBITDA 38,417 252,006 393,047 911,484 1,670,829


The ‘Growth’ model is predicated on a number of factors including opening new retail space during the second half of FY2016 and launching a new online shopping experience through Amazon; collectively new initiatives should help to add £500,000 of incremental sales this year and more than a £1,000,000 in 2017/18. This year would also see a 65% increase in marketing spending taking it to 8% of sales and additions to the senior management team. Additional retail and technology costs would largely be capitalised. A more detailed financial model is available in the Appendices, but the core assumption is that scale will not only generate production and distribution efficiencies but also spread fixed costs across a wider base thereby improving operating margins and cash generation.


7 Management Currently Biscuiteers is run by two Executive Directors, supported by a part time Finance Director and one Non-Exec. The next tier of management includes operational staff in marketing, finance and production roles. This team has built the business from scratch but it is recognised that additions will need to be made to facilitate the next phase of growth (see 10.6)

7.1 Harriet Hastings – Founder and Managing Director Harriet founded Biscuiteers in 2007 after a successful career in marketing services and serving as a director of Lettice the party design and catering business established by her husband 30 years ago. She is currently responsible for overseeing Strategy, Sales, Marketing, Retail, Brand, Partnerships and HR.

Aside from Biscuiteers Harriet is also Managing Director of the Baileys Women's Prize for Fiction. She has worked on the prize since it was launched in 1996 initially running all marketing and PR under the original sponsor Orange. She took over as Managing Director of the prize in 2006, and negotiated a new sponsorship deal with Baileys who subsequently took over as headline sponsor in 2014.

Prior to establishing Biscuiteers Harriet was a Director of Powerhouse PR from 1993 which subsequently became MacLaurin Communications where she became Director of Consumer Technology. Following acquisition by Hatch Group she took over as Director of the Consumer Division until 2004 when Hatch became Trimedia.

Before her time in marketing services Harriet worked in publishing as Publicity and Marketing Director for Michael Joseph within Penguin Books and as Publicity Director for Pavilion Books.

7.2 Stevie Congdon – Co-Founder Stevie’s been in the catering and events industry for thirty years, beginning his journey serving satay off the back of a bicycle at cocktail parties around London. Eventually, he graduated to Cambridge May Balls, Mick Jagger’s birthday party and Claudia Schiffer’s wedding. Stevie was voted top Tastemaker and one of London’s most influential people in the Evening Standard Power 1000 in 2013.

Stevie Congdon is Co-Founder and Production Director at Biscuiteers, supervising all biscuit and cake production; and he is also responsible for finance and logistics. When he is not focusing on Biscuiteers he devotes his time to Lettice which is one of London’s leading catering and party organising businesses, where he is Founder and Managing Director.

7.3 James Kilpatrick – Finance Director James has worked within UK SME’s for nearly 20 years after beginning his career in finance and investment. He has worked as a consultant advising Biscuiteers for the last year and has recently been asked to take on the role of Finance Director. James’ works predominantly in the service sector with particular experience in retail, digital and media.

James has been a director of several growth companies notably ILG Digital, Opta Sports Data and KFS Group, all of which achieved successful exits for shareholders. He is currently a director of Kett Country Cottages, AFP Services, Craigie Mains, Starblu Holdings, Housing Hand and Luna Mae London.


7.4 Non-Executive There is one Non-Executive Director, Bill Barlow, who represent 25% shareholder Deepwater Partnership and helps to co-ordinate the finance, budgeting and reporting functions. Bill is a director of Big Fish, the eminent London design agency to whom Biscuiteers outsource their design work including their iconic packaging.

7.5 New Hires It is anticipated that the management team will be supplemented with several new hires which would create a team with broader experience and allow for increased specialisation by senior managers, which will be important as the company accelerates its growth. The Board has already identified a Finance Director and a potential Operations Director and it is hoped that appointments can be confirmed once funding has been cleared.

The growth plan also anticipates the recruitment of key managers in the Retail and International areas although consultants will be used on an interim basis. Initially the focus of these roles would be to establish the most productive roll out strategy for Retail and International operations and then to implement the first stages of the agreed plan. As these areas of the business grow junior managers will be required to manage the ongoing operations.

It is also likely that more strength in depth will be added to the Marketing and Production areas, again this will be particularly relevant as scale demands increasingly specialised knowledge.

Finally the Board will be supplemented with the addition of another Non-Executive to help broaden the pool of experience and ensure appropriate governance for the wider shareholder base.

7.6 Organisation Chart In due course the Company will work towards a deeper organisation structure as shown below:


8 Competition As noted Biscuiteers has few if any direct competitors (i.e. handmade biscuit gifting businesses) but there are numerous businesses that share common aspects with Biscuiteers. So, rather than provide an in depth analysis of major competitors that do not exist this section of the plan will highlight a number of business that have some common characteristics. These should provide a useful indication of the opportunities that are available to Biscuiteers.

8.1 Food Gifting Although flower gifting has dominated certain sections of the gifting market, especially the delivered gift at the £40 price point, a number of food companies have entered the space in recent years. They are dominated by Chocolate businesses that in some case enjoy the ability to significantly personalise the gift. Of these Hotel Chocolat, founded in 1987, probably provides the best comparison in terms of growth potential, although it took well over 15 years before it was strong enough to accelerate its retail roll out.

Other more niche businesses like Rococo Chocolates, while arguably catering better for the bespoke market have failed to achieve any scale. Betty’s of Harrogate offer an attractive online gifting service but have not achieved the retail presence to match the likes of Hotel Chocolat.

Hotel Chocolat Rococo Chocolates

Prestat Hummingbird Bakery


Betty’s of Harrogate Regency Hampers

8.2 Founder Driven Brands Over the last couple of decades a number of niche businesses have been able to establish themselves as strong national brands despite starting out as limited product offerings from relatively few sales points. Amongst these Emma Bridgewater (Designer China), Brora (Cashmere Clothing), Rapha (Cycling Clothing) and Monica Vinader (Designer Jewellery) are some of the most celebrated.

Although none of these businesses are principally ‘gifting’ or ‘food’ businesses, like Biscuiteers they have developed from the focused idea of a founder who has recognised an opportunity to both exploit a gap in an existing market but also create a market of their own. Some have deployed catalogues, others have focused on retail outlets or digital marketing (usually a combination) but in each case proof of concept and early growth was funded by internal cash generation and the support of family and friends.

Also each of these businesses remains focused on its original product type and has benefitted from smart marketing helping to develop a very strong brand presence. It may be an exaggeration to still call them ‘market leaders in a market of one’ but their names and products remain very distinctive. They have also all ridden the ecommerce wave using the internet to close highly fragmented markets.

Emma Bridgewater Rapha


Brora Monica Vinader

8.3 Larger Scale Gifting Businesses Interflora was founded in the UK in 1923 and remains the predominant flower gifting business in the UK and indeed the world. Now listed on the US NASDAQ exchange with a market capitalisation exceeding $800 million (a P/E ratio of more than 25x), it trades in over 150 countries while retaining UK sales of more than £100 million.

Moonpig.com, which specialises in the online sale of personalised greeting cards was founded much more recently as the dotcom world crashed in 2000. It was acquired by PhotoBox in 2011 for £120 million, a little over 3x its turnover. Sales have continued to grow to more than £50 million in 2014.

Both these businesses demonstrate the ability to achieve significant financial returns based on people’s predisposition to buy premium gifts for others.

Interflora Moonpig


9 Risk Factors Biscuiteers is a manufacturer and multi-channel retailer and as such is vulnerable to a wide range of risk factors. At a macro level these risks include: x General Economic Conditions, especially in respect of consumer confidence and spending x Competition in all sales channels x Regulatory changes x Changing consumer preferences x Tightening labour markets x Legal challenges by disgruntled customers x Terrorism, Natural Disasters & Geo-political events x Internet connectivity More specifically Biscuiteers needs to be aware of the following risks: x Regulatory change in food retail x Availability and cost of finance x Availability and cost of skilled labour x Health backlash against high sugar content products x Failure to raise sufficient capital to fund growth x Failure to properly execute growth strategy x Failure to implement robust and connected IT infrastructure x Loss of key management / failure to recruit new management x Volatility in international markets (e.g. Middle East) x Data management and security x Procurement costs x Failure to find appropriate production locations x Failure to find appropriate retail locations


10 Expansion Plan and Funding Having established firm foundations for growth Biscuiteers now wishes to embark on a sustained expansion plan. This will require significant investment in a number of areas including production, marketing, website, operations, retail and international. Therefore the Directors are seeking to raise up to £1.2 million of additional capital to fund this investment program. The company would like to secure at least £500,000 in 2016 and would look to supplement this in 2017 or 2018.

The focus of this fund raising activity is to raise both equity finance through a share issue to individual investors. The Board is hoping to attract a range of investors including people that have experience in scaling e-commerce and or retail businesses that have a strong brand focus. The initial offer is for 9.5% of the equity for £550,000 which equates to a pre-money valuation of £5,250,000 with the hope that any further equity funding would be undertaken at a higher valuation.

During the course of the equity funding round the Board will enter discussions with banks to provide a revolving working capital facility of up to £500,000 to ensure that it is in a position to accelerate growth more quickly if demand exceeds expectations and to help cushion some of the seasonal cash flow fluctuations.

In respect of both the equity and debt funding options the Board will consider using Crowd Funding facilities to augment the process as they believe that this provides a cost effective route to investors and would also help to enhance brand penetration amongst affluent consumer households.

10.1 Production and Distribution As noted above mainstream production is undertaken across two principal locations in Camberwell and Kennington. Smart utilisation of this space will allow the company to increase production levels to provide for between £5 million and £6 million of sales, but some existing equipment will need to be replaced / modernised and some new equipment will need to be bought.

Most of the equipment investment will be focused on ovens, dryers, and packing tables and should amount to £80,000 over 18 months beginning in the second half of 2016. The company is also considering investing in vehicles / transport to improve efficiency between the production centres and distribution to the retail outlets with £70,000 earmarked over the same period, (although vehicle leasing remains an alternative to capex).

Thirdly the Board are looking at way to introduce some level of automation to the production process. Initially this may be through the introduction of some automated icing using robotic arms. This would enable the company to produce larger numbers of simple iced biscuits and in turn open the possibility of a diffusion range and even white labelling for supermarkets and corporate orders at a much lower price point but with comparable gross margins.

10.2 Website The existing website has developed organically over time and it works effectively both in terms of visibility through search and usability. However the legacy code makes it less agile and more difficult to edit. Also extracting data can be a little cumbersome which in turn makes it difficult to achieve clarity on customer analytics.


Work has already begun on renovating the website and this is already bearing fruit in terms of SEO and conversion optimisation. There are further plans to address all areas of functionality and performance while retaining the current look and feel that has proven so successful. It will also help to improve integration with new logistics and other operations systems. The budget for the website component of the IT spending is at least £50,000 over two years.

10.3 Operations The Company currently operates several different IT infrastructures including the website, the Lightspeed till system in the retail shops, QuickBooks for the finance department, Magenta for the Website, Salesforce for Corporate sales and Exact Targeting for Email campaigns.

Looking forward the Company would like to improve operational integration and reduce the number of platforms it utilises to run the business, probably by utilising compatible systems from the Salesforce software suite. This will include investment in a new customer service system and an upgrade to the ECRM system. Incremental IT spending will amount to £100,000 in the first year of which up to £50,000 will be recurring.

10.4 International Over the years the Company has received a number of approaches from overseas businesses looking to licence the Biscuiteers model outside the UK. Given the bespoke production techniques, the intricate designs, and the ruthless protection of brand identity it has been too much of a stretch for the management team to exploit these opportunities to date.

However, given everything that has been learned from establishing its market leading position in the UK the Directors are keen to explore overseas expansion during the next few years. The Middle East and Asia appear to represent the best opportunities both in terms of the cultural fit (a taste for sweet foods and a propensity to gift) and also the level of interest being shown in the brand.

While these opportunities look attractive and could be extremely lucrative the Company does not currently have sufficient financial resources to attack these overseas markets in earnest, and more importantly it does not have senior people that can devote enough time to scoping and implementing the expansion.

Bearing these factors in mind it is the company’s intention to let any international partner fund the overseas venture supported by a senior Biscuiteers executive / consultant.

10.5 Staffing In each of the key investment areas outlined above there is a need for experienced management to support the current executive team. Although some of the main roles have been scoped, and indeed some hires have been made to strengthen the website team the most significant personnel have yet to be recruited.

While each of these will strengthen Biscuiteers infrastructure and promote growth, they will mostly add to central overheads rather than having a direct influence on sales. Consequently the company is


looking to initially finance these appointments from the proposed funding in advance of generating the revenue that they will support.

The Directors have identified the following roles as being important to the growth strategy:

10.5.1 Operations Director Establish a robust operational infrastructure (including Systems, IT and Data), manage Supplier and Partner relations, and oversee Premises and HR.

10.5.2 Senior Production Manager (already appointed) Focus on maintaining production efficiency as the business scales, organise purchasing, organise packaging, and prepare for longer term facility requirements and or additional shifts.

10.5.3 Retail Manager / Director Oversee and optimise the activity in the existing retail outlets; scope, plan and manage new outlets.

10.5.4 International Director Evaluate proposals from potential international partners, negotiate licences and oversee the implementation of licences and joint ventures.

10.5.5 Finance Director (already appointed) To work with the existing finance and non-executive team to plan for expansion and to assist with corporate and banking activity.

In aggregate the five posts listed above are likely to add more than £100,000 to the payroll in their first full year but £300,000 by year 3.

10.6 Retail The Company currently operates two well located retail outlets which not only make a positive return in their own right but also improve brand awareness and attract customers to the website for online purchases. From an operating point of view the holistic approach employed in the existing retail outlets providing a combination of retail product sales, café, classes, parties and bespoke order preparation has made good sense, but going forward the emphasis will initially be on smaller units (or pop-ups) which are more focussed on customer acquisition.

Initially the plan is to continue to focus retail space in London, targeting affluent areas like Covent Garden, Marylebone High Street, Primrose Hill, Canary Wharf or the City. Operating and staffing costs are fairly uniform across London but rent and rates will vary based on location and also length of tenure.

It is envisaged that one new site will be opened in 2016/17 and a further site later in 2017. The budget for establishing these locations is £250,000 per unit which will cover the cost of Rent Deposits, Equipment, Fixtures and Fittings, Refurbishment, Working Capital and Start-Up Losses.

10.7 Working Capital and Contingency Although Biscuiteers is a largely cash positive business, able to obtain supplies on credit and sell many of its products and services for cash up front, the Directors recognise that any growing business will consume cash and as such they are seeking a working capital facility of £300,000 to cover this and other contingencies.


This means that Biscuiteers would like to raise up to £1,250,000 to fund its growth plans with a preferred split of £750,000 of equity and a debt facility of up to £500,000 (which should always be repayable within 4 years). Please see Appendix 9 for more information.

11 Summary History

Biscuiteers was founded by Harriet Hastings in 2007 to provide a witty and attractive alternative to gifting with flowers. The business draws from Harriet’s experience in both marketing services and food production, and focuses on outstanding design and exceptional brand development. Initially all sales were made online from www.biscuiteers.com but two Biscuiteer Boutiques have subsequently opened in 2012 and 2014.

The Company’s principal product remains its biscuits, all of which are hand baked and then individually hand iced to provide unique eye-catching gifts that taste great. Biscuiteers also sells Chocolates, Cakes and other personalised products, while offering icing classes and events such as children’s parties, and a wide range of services for its corporate clients.

Although it is easy to see Biscuiteers as an ‘online biscuit business’ its real focus is on the ‘gifting’ market, and its growth is driven by its strap line “Why send flowers when you can send Biscuiteers?” The brand has seen turnover grow at a compound rate of more than 20% per annum to more than £2.9million in the year to April 2016.

Market

It is somewhat difficult to establish the size of the Gifting Market in the UK, but it is certainly measured in 10s of billions of pounds. Gift Cards (e.g stores, iTunes etc) account for more than £5bn, Giftware (e.g. collectibles) account for more than £5bn, Greeting Cards about £2bn, Cut Flowers for gifts about £1bn and none of these categories include general retail sales of goods and services where the items are purchased for someone else.

http://www.biscuiteers.com/


Opportunity

Across Biscuiteers different business lines there is an array of opportunities but most are concentrated on organic growth of its share in the gifting sector. ‘Middle England’ remains aspirational and incrementally more affluent which is empowering the premium gifting market. This encouraging environment is supported by a more stable economic and political environment which in turn is fuelling corporate buying.

On top of this the Biscuiteers brand and the idea of gifting biscuits and other foodstuffs is gathering pace. The internet remains the primary sales channel and the most effective route to a fragmented market, but retail / café sales are an increasingly important component (both in terms of revenue and customer acquisition). More selective corporate gifting (in the wake of recent bribery legislation) and an enthusiasm for distinctive brand partnerships are also fuelling growth.

Beyond these core opportunities the brand is seeing increasing interest from international licensors as quintessentially British produce is extremely popular in overseas markets and medium size privately owned food brands are among the UK’s most successful ‘exporters’.

Biscuiteers is also beginning to explore the possibility of broadening its product range to provide a greater variety of price points. Although the average price point is showing a rising trend it is also clear that lower priced biscuit cards are selling well. It may even be possible to improve production efficiency with a less bespoke diffusion range that would be much more scalable.

Products and Services

The principal driver for growth at Biscuiteers is the strength of its brand, which is aspirational, witty and widely appealing. Supported by outstanding creative talent, thematic design and a raft of popular licenced products the Company is the undisputed leader in the biscuit gifting market.


Its sales are derived from six principal channels: Online, Retail, Corporate, Licence, Wholesale and International. They are made up of a range of products and services including Biscuits, Chocolates, Cakes, Icing Classes, Parties, Events, Café sales, Licenced Products and Publications.

Online sales of biscuits for gifts remains the Company’s principal source of revenue and continues to grow steadily year on year. However the increasing success of the retail outlets and corporate sales suggests that online sales will fall to less than half of total turnover in this financial year.

Within the e-commerce business existing customers now account for more than half of revenue but new customer order value also continues to increase and now adds more than £700,000 per annum. Biscuits are the dominant product accounting for 85% of online sales.

Financials

The Company has grown steadily since inception and sales this financial year will approach £3 million at a Gross Margin of nearly 60%. Historically cash has been reinvested in the business to accelerate growth and as fixed costs are more widely spread operating profit margins are beginning to improve.

From a Balance Sheet perspective Net Assets exceed £350,000 after accounting for loans and leases of just £120,000. The current Business Plan calls for the raising of additional Equity and Loan capital to fund further investment and growth.

Management

Harriet Hastings is the Founder and Managing Director of Biscuiteer Baking Company. She is responsible for overseeing Strategy, Sales, Marketing, Retail, Brand, Partnerships and HR. Harriet’s husband Stevie Congdon is her Co-Founder and Production Director. Day to day he runs one of London’s leading commercial catering business (Lettice) but he also supervises all biscuit and cake production at Biscuiteers, and is also responsible for finance and logistics. James Kilpatrick has recently been engaged as Finance Director.

There is one Non-Executive Director, Bill Barlow, who represents 25% shareholder Deepwater Partnership and helps to co-ordinate the finance, budgeting and reporting functions. The next tier of management includes operational staff in marketing, finance and production roles. Recently the team


has been boosted by the addition of a specialist digital marketer and a senior production manager with plans afoot to recruit an Operations Director and a more experienced Finance Director pending funding.

Competition

Although the UK gift market remains very competitive there are no direct competitors to Biscuiteers in handmade bespoke biscuit gifting. In terms of other edible gifts with a personalised touch Hotel Chocolat and Rococo Chocolates are the chocolate market leaders followed by Prestat; and Betty’s of Harrogate and Hummingbird Bakery lead the cake and cupcake markets.

Bigger gifting businesses such as Interflora and Moonpig also include some edible gifts, but they are a very small proportion of sales and targeted at lower price points.

Risks

As with any business that derives a huge proportion of sales online Biscuiteers is at the mercy of ‘connectivity’. It relies on the fact that its website is fully functional and accessible, and it also means its customers need to have good broadband access as well. Operating in a ‘premium market’ the Company relies on a reasonably healthy economy and adequate levels of disposable income at both the personal and corporate level.

In order to grow further Biscuiteers will need to access more skilled but affordable labour in both production and marketing, as well as having access to reliable and affordable distribution and logistics. One cannot ignore the threat from the ‘sugar police’ or an increase in similar health concerns (although biscuit sales have generally remained resilient over time).

Funding

Having prepared extensive Operational, Financial and Marketing plans as part of a strategic growth review the Company is now preparing to raise some external finance to help fund the implementation of the plans. In total this will amount to £1,250,000 and is likely to be made up of both equity and debt. Projections currently assume an initial equity funding tranche of £550,000, supplemented with a manageable drawdown facility of £500,000 to be available as needed and £200,000 of further equity in due course.


The additional funds will be applied in a number of areas including, marketing, the hiring of key staff including an Operations Director, a small increase in production capacity, more focused corporate and wholesale sales, establishment of further retail outlets, and improved data analytics to support customer acquisition and retention.

Once implemented the Directors intend to grow the business to a point in 4 to 5 years where a further (larger) funding round can be initiated to facilitate a move to more scalable production facilities, launch a lower priced wholesale range, and build a more substantial infrastructure for international operations.

Conclusion

The Biscuiteer Baking Company Limited is a dynamic growth business. It is a profitable and well established leader in its market and is well placed to develop into a much more substantial corporate entity. The Management Team has a clear plan to fund and facilitate growth both over the short and medium term.

The base goal is to generate £10 million of turnover and £1.5 million of profit in 4 years’ time, but the stretch target with a broader product range and international growth could be much higher.

***

For more information on Biscuiteers and the current funding opportunity please contact James Kilpatrick on 07768-076-876 or at [email protected]

mailto:[email protected]


Appendices (under separate cover).

RISK WARNING: Any financial forecasts are not a reliable indicator of future performance.

May-14 May-15 May-16 May-17 May-18

Apr-15 Apr-16 Apr-17 Apr-18 Apr-19

Profit & Loss Actual Actual Expected Forecast Forecast

Total Sales : 2,542,806 2,962,557 3,738,904 5,240,720 7,505,067

Total Direct Costs 1,290,023 1,703,666 1,783,037 2,500,160 3,511,545

Gross Profit % 49% 42% 52% 52% 53%

Total Sales & Marketing 159,874 168,433 303,200 362,816 433,032

Total General & Administrative 502,142 518,141 612,479 802,478 1,024,528

Total Personnel 492,041 522,414 788,183 1,182,219 1,624,477

Earnings before Interest, Tax, Dep'n & Amort'n (EBITDA) : 98,726 49,903 252,006 393,047 911,484

EBITDA % 4% 2% 7% 7% 12%

Total Depreciation & Amortisation 73,190 28,371 107,046 134,546 153,296

Net interest (Received)/Paid 3,630 11,486 10,000 10,000 10,000

Net Profit (Pre-tax) 21,906 10,046 134,960 248,501 748,188

Capital Expenditure in the year 170,455 83,893 90,000 110,000 75,000

Cash-Flow

Opening Cash 40,587 62,238 45,174 620,798 810,792

Total Cashflow from (to) Operations 23,455 126,264 182,047 299,993 661,806

Total Cashflow from (to) Investing (170,455) (83,893) (90,000) (110,000) (75,000)

Total Cashflow from (to) Financing 115,858 (59,435) 483,577 0 0

Overdraft drawdown / (repayment) 52,417 (17,145) (35,272) 0 0

Long term debt issuance/(repayment) 73,441 (42,290) (31,151) 0 0

New Equity investments 550,000

Dividends (10,000)

Ending Cash 62,238 45,174 620,798 810,792 1,397,598

Balance Sheet

Bank/Cash balances 62,238 45,174 620,798 810,792 1,397,598

Accounts receivable 217,652 227,648 299,112 419,258 600,405

Inventory 187,518 188,621 224,334 314,443 450,304

Total Current Assets 467,408 461,443 1,144,245 1,544,493 2,448,307

Fixed Assets (NBV) 282,663 338,185 321,139 296,593 218,296

Other Assets 0 0 0 0 0

Total Assets 750,071 799,628 1,465,384 1,841,085 2,666,604

Overdrawn cash/bank balances 52,417 35,272 0 0 0

Accounts payable 187,322 257,706 278,952 387,814 527,487

Other current liabilities 94,898 121,380 174,345 242,384 329,679

Total Current Liabilities 334,637 414,358 453,297 630,198 857,166

Long-term debt 73,441 31,151 0 0 0

Total Liabilities 408,078 445,509 453,297 630,198 857,166

Paid-in capital 1,000 1,000 1,100 1,100 1,100

Share Premium 549,900 549,900 549,900

Retained earnings 340,993 353,119 461,087 659,887 1,258,438

Total Shareholder's Equity 341,993 354,119 1,012,087 1,210,887 1,809,438

The Biscuiteer Baking Company Ltd - Crowdcube Pitch Financial Snapshot

Management explanatory notes

1) SALES: Key sales driversa) The sale of hand baked biscuits through various distribution channels (53% online, 2% wholesale, 17% events/corporate and 27% retail)b) Existing customers - repeat business accounts for around half of sales and loyalty marketing push should improve order frequencyc) New customers - both individual and corporate driven by increased sales and marketing activity and the availability of new products

2) USE OF FUNDS: Outline how you plan to use the funds you raise on Crowdcube?a) Increase marketing activity to peak at around 9% of sales from around 6% as we still get positive marginal returns on our current spendingb) Increase investment in production efficiency to improve scalability and cut unit costs which will improve gross margins and open new price points.

3) EXPENSES AND PROFITABILITY: Please comment on your expense levels, gross and EBITDA marginsa) We have begun our investment program already which led to higher expenses (mostly staff) in 2015, but this is leading to better growth in 2016b) Gross margin dipped in 2015 but new production management has improved efficiency and we have started the new FY well ahead of budget

4) EXISTING DEBT OR EQUITY INVESTMENTS: Please outline the background to any existing debt or equity finance on the company balance sheeta) We have never raised equity capital before so all growth to date has been funded from historic profits and internal cash generationb) As of April 2016 there was £52K of outstanding bank loans and overdraft facilities. The term loan is expected to be repaid fully by year end through

operating cash flow. There was also £14K of outstanding hire purchase obligations. Management intends to secure a £500K line of credit post raise

5) CASH: Cash burn rate, Operational cashflow, when will you need to raise the next round?a) The company has been profitable every year since inception and has been cash generative.b) There are no immediate plans to raise any more invetsment as accelerated growth should further improve ability to generate cash

6) CREDITORS: Are you in any form of insolvency proceedings? Have you established any form of payment plans with creditors?a) No we are not in any form of insovency proceedingsb)

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Any and all discussions, negotiations and communications, including through any online forums, between any recipient of the Pitch and the Company and their respective directors, shareholders, employees, advisers and/or representatives will remain subject to contract. Any person who invests in the Company at any time must comply with all applicable laws and regulations in force in any jurisdiction in which they acquire, offer or sell shares and must obtain any consent, approval or permission required in respect of any such transaction under the laws and regulations in force in any jurisdiction to which they are subject or in which any such transaction takes place or in which they possess the Pitch. Neither the Company, Crowdcube nor any of their respective directors, partners, representatives, agents, consultants or employees shall have any responsibility for any such matters.

The distribution of the Pitch in certain jurisdictions other than the United Kingdom may be restricted by law and therefore persons accessing the Pitch into whose possession the Pitch documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of securities laws of any such jurisdiction. Recipients represent and warrant to the Company and Crowdcube that they are able to receive the Pitch without contravention of applicable legal or regulatory restrictions in the jurisdiction in which they reside, conduct business or receive the Pitch, including in particular the requirements of the Act.

The Company accepts responsibility for the information contained in this Pitch. To the best of the knowledge and belief of the Company (who has taken all reasonable care to ensure that such is the case) the information contained in this Pitch is in accordance with the facts and there are no other facts the omission of which would affect the validity of such information.The information contained in the Updates section and the Q&A section does not form part of the Pitch and has not been reviewed or approved by Crowdcube. The content of the Updates and Q&A sections of the pitch are not approved by Crowdcube, but are exempted on the basis that they are follow up communications available to certif ied high net worth individuals or self-certified sophisticated investors accordance with Articles 48 and 50A of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005. Similarly, any information published outside of the Crowdcube platform, including on social media platforms (e.g. Facebook, Twitter) or the Company’s website, does not form part of the Pitch. Crowdcube assumes no responsibility for informa tion contained in the Q&A or Updates section, or in any form of media outside the Crowdcube platform.RISK WARNING

Potential investors should be aware of the risks associated with an investment in the Company especially at an early stage in its development and should ensure that they have read and understood the Risk Warning on the Crowdcube website before continuing. If any potential investors are in any doubt regarding the contents of any Pitch, they must consult their own professional financial advisers.

Investment in the Company carries substantial risk and may involve special risks that could lead to a loss of all or a substa ntial amount of such investment. Unless prospective applicants for shares fully understand and accept the nature of the Company and the potential risks inherent in the Company they should not invest in the Company. A prospective investor should consider carefully whether an investment in the Company is suitable for themselves in the light of their personal circumstances, the economic climate and the financial resources availa ble to them. There can be no assurance that the Company’s objectives in respect to any of its funds will be achieved and investment results may vary substantially over time. As such, an investor's capital may be at risk.

ANY INVESTMENT IN PRIVATE LIMITED COMPANIES, ESPECIALLY AT AN EARLY STAGE IN THEIR DEVELOPMENT, IS AN INHERENTLY RISKY INVEST MENT. IF YOU ARE IN ANY DOUBT ABOUT INVESTING, CROWDCUBE RECOMMENDS YOU CONSULT WITH YOUR FINANCIAL ADVISERS.

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THE COMPANIES ACT 2006 __________

A PRIVATE COMPANY LIMITED BY SHARES __________

ARTICLES OF ASSOCIATION OF

BISCUITEER BAKING COMPANY LIMITED (the "Company") (Company Number: 06069955 )

(Adopted by special resolution passed on …………………… 2016) 1. Interpretation 1.1. In these Articles, unless the context otherwise requires:

A Ordinary Shares means the A Ordinary Shares of £[……] each in the capital of the Company and A Ordinary Shareholder means a holder of any of those shares;

Accepting Shareholder has the meaning given in Article 9.5;

Acting in Concert has the meaning given to it in the City Code on Takeovers and Mergers published by the Panel on Takeovers and Mergers (as amended from time to time);

Articles means the Company's Articles of Association;

B Investment Shares means the B Investment Shares of £[……] each in the capital of the Company and B Investment Shareholder means a holder of any of these shares;

Board means the board of Directors;

Business Day means any day (other than a Saturday, Sunday or public holiday in the United Kingdom) on which clearing banks in the City of London are generally open for business;

Buyer has the meaning given in Article 9.1;

Called Shares has the meaning given in Article 10.2.1;

Called Shareholder has the meaning given in Article 10.1;

Civil Partner means in relation to a Shareholder, a civil partner (as defined in the Civil Partnership Act 2004) of the Shareholder;

Companies Act the Companies Act 2006;

Controlling Interest means an interest in Shares giving to the holder or

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holders control of the Company within the meaning of section 1124 of the Corporation Tax Act 2010;

Convertible Securities has the meaning given in Article 9.2.3;

Date of Adoption means the date on which these Articles were adopted;

Directors means the directors of the Company from time to time, and Director means any one of them;

Drag Along Notice has the meaning given in Article 10.2;

Drag Along Option has the meaning given in Article 10.1;

Drag Buyer has the meaning given in Article 10.1;

Drag Completion Date has the meaning given in Article 10.5;

Drag Consideration has the meaning given in Article 10.3;

Drag Documents has the meaning given in Article 10.5;

Employee means an individual who is employed by or who provides consultancy services to, the Company;

Equity Securities has the meaning given in sections 560(1) to (3) inclusive of the Companies Act;

Family Trust means, in relation to an individual Shareholder, a trust or settlement set up wholly for the benefit of that individual Shareholder ("Settlor") and/or the Settlor's Privileged Relations;

Financial Year an accounting reference period (as defined in section 391 of the Companies Act) of the Company;

Member of the same Group

means as regards any company, a company which is from time to time a parent undertaking or a subsidiary undertaking of that company or a subsidiary undertaking of any such parent undertaking;

Model Articles means the model articles for private companies limited by shares contained in Schedule 1 of the Companies (Model Articles) Regulations 2008 (SI 2008/3229) as amended prior to the Date of Adoption and for ease of reference annexed as Appendix 1 to these Articles;

New Securities means any shares or other securities convertible into, or carrying the right to subscribe for, those shares issued by the Company after the Date of Adoption (other than shares or securities issued as a result of the events set out in Article 6.6);

New Shareholder has the meaning given in Article 10.10;

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Offer has the meaning given in Article 9.2;

Offer Notice has the meaning given in Article 9.3;

Offer Period has the meaning given in Article 9.3;

Offer Shares has the meaning given in Article 9.3.4;

Original Shareholder has the meaning given in Article 8.1;

Permitted Transferee means:

(a) in relation to a Shareholder who is an individual, any of his Privileged Relations, Trustees or Qualifying Companies; and

(b) in relation to a Shareholder which is an undertaking (as defined in section 1161(1) of the Companies Act) means any Member of the same Group.

Price has the meaning given in Article 7.1.2.2;

Privileged Relations means in relation to a Shareholder who is an individual member or deceased or former member means a spouse, Civil Partner, child or grandchild (including step or adopted or illegitimate child and their issue);

Proposed Buyer means a bona fide arm's length buyer;

Proposed Transfer has the meaning given in Article 9.1;

Purchase Notice has the meaning given in Article 7.1.4;

Purchasing Shareholder

has the meaning given in Article 7.1.4;

Qualifying Company means a company in which a Shareholder or Trustee(s) holds the entire issued share capital and over which that Shareholder or Trustee(s) exercises control (within the meaning of section 1124 of the CTA 2010);

Qualifying Shareholder means a Shareholder holding 15% or more of the issued A Ordinary Shares for the time being;

Sale Agreement has the meaning given in Article 10.2.5;

Sale Date has the meaning given in Article 9.3;

Sale Documents Sellers' Shares

has the meaning given in Article 9.6;

has the meaning given in Article 10.1;

Selling Shareholder has the meaning given in Article 10.1;

Shareholders means all or any of those persons whose names are

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entered in the register of members of the Company, and Shareholder shall mean any one of them;

Shares all or any Shares in the Company;

Specified Price has the meaning given in Article 9.2.3;

Subscribers has the meaning given in Article 6.2;

Subscription Period has the meaning given in Article 6.2.1;

Transaction Expenses any fees, costs and expenses, payable in respect of such Share sale pursuant to Article 10 as approved by the holders of a majority percentage of the A Ordinary Shares in issue from time to time;

Transfer Notice has the meaning given in Article 7.1.1;

Transfer Offer Period has the meaning given in Article 7.1.3;

Transferring Shares has the meaning given in Article 7.1.1;

Transferring Shareholder

has the meaning given in Article 7.1.1;

Trust Trustees

A Family Trust or any other trust whereby legal title of shares of the Original Shareholder are held on trust by a third party trustee subject to a declaration of trust including without limitation, a nominee;

means in relation to a Shareholder means the trustee or the trustees of a Trust.

1.2. Save as otherwise specifically provided in these Articles, words and expressions which have particular meanings in the Model Articles shall have the same meanings in these Articles, subject to which and unless the context otherwise requires, words and expressions which have particular meanings in the Companies Act shall have the same meanings in these Articles.

1.3. Headings in these Articles are used for convenience only and shall not affect the construction or interpretation of these Articles.

1.4. A reference in these Articles to an "Article" is a reference to the relevant article of these Articles unless expressly provided otherwise.

1.5. Unless expressly provided otherwise, a reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time, taking account of:

1.5.1. any subordinate legislation from time to time made under it; and

1.5.2. any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts.

1.6. Any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words following those terms.

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1.7. The singular includes the plural, the masculine includes the feminine and, in each case, vice versa.

1.8. The Model Articles shall apply to the Company, except in so far as they are modified or excluded by these Articles or are inconsistent with these Articles, and, subject to any such modifications, exclusions or inconsistencies, shall together with these Articles constitute the articles of association of the Company to the exclusion of any other articles or regulations set out in any statute or in any statutory instrument or other subordinate legislation. A copy of the Model Articles is appended to these Articles.

1.9. Articles 13, 14 and 24 of the Model Articles shall not apply to the Company.

2. Quorum for general meetings The quorum for a general meeting shall be at least 2 Shareholders holding a majority of the A Ordinary Shares.

3. Directors' conflicts of interest If a proposed decision of the Directors is concerned with an actual or proposed transaction or arrangement with the Company in which a Director is interested, that Director shall be counted as participating in the decision-making process for quorum or voting purposes, provided that he has declared the nature and extent of such interest as required by the Companies Act.

4. Casting vote If the numbers of votes for and against a proposal at a meeting of the Directors are equal, the chairman or other Director chairing the meeting shall have a casting vote.

5. Directors' authority to allot 5.1. The Directors are generally and unconditionally authorised, in accordance with

section 551 of the Companies Act, to exercise all the powers of the Company to allot Shares or to grant rights or to subscribe for or convert any security into Shares up to a maximum nominal value of £[……].

5.2. The authority contained in Article 5.1 shall expire on the day five years after the Date of Adoption.

6. Further issues of Shares: pre-emption rights 6.1. Sections 561(1) and 562(1) to (5) (inclusive) of the Companies Act do not apply to an

allotment of Equity Securities made by the Company.

6.2. Unless otherwise agreed by special resolution, if the Company proposes to allot any New Securities those New Securities shall not be allotted to any person unless the Company has in the first instance offered them to the A Ordinary Shareholders (the “Subscribers”) on the same terms and at the same price as those New Securities are being offered to other persons on a pari passu and pro rata basis to the number of Shares held by those A Ordinary Shareholders (as nearly as may be without involving fractions). The offer:

6.2.1. shall be in writing, be open for acceptance from the date of the offer to the date 10 Business Days after the date of the offer (inclusive) (the “Subscription Period”) and give details of the number and subscription price of the New Securities; and

6.2.2. may stipulate that any Subscriber who wishes to subscribe for a number of New Securities in excess of the proportion to which each is entitled shall in their

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acceptance state the number of excess New Securities for which they wish to subscribe.

6.3. If, at the end of the Subscription Period, the number of New Securities applied for is equal to or exceeds the total number of New Securities that the Company has proposed to allot, the New Securities shall be allotted to the Subscribers who have applied for New Securities on a pro rata basis to the number of Shares held by such Subscribers which procedure shall be repeated until all New Securities have been allotted (as nearly as may be without involving fractions or increasing the number allotted to any Subscriber beyond that applied for by him).

6.4. If, at the end of the Subscription Period, the number of New Securities applied for is less than the total number of New Securities that the Company has proposed to allot, the New Securities shall be allotted to the Subscribers in accordance with their applications and any remaining New Securities shall be offered to any other person as the Directors may determine at the same price and on the same terms as the offer to the Subscribers.

6.5. Subject to the requirements of Articles 6.2 to 6.4 (inclusive) and to the provisions of section 551 of the Companies Act, any New Securities shall be at the disposal of the Board who may allot, grant options over or otherwise dispose of them to any persons at those times and generally on the terms and conditions they think proper.

6.6. The provisions of Articles 6.2 to 6.5 (inclusive) shall not apply to:

6.6.1. options to subscribe for Shares under a share option plan of the Company, the terms of which have been approved by the Board and by the holders of more than 50% of the A Ordinary Shares in issue from time to time; or

6.6.2. further issues of New Securities where each A Ordinary Shareholder is notified by the Board in advance and is entitled to participate via investing through the Crowdcube Ltd website.

6.7. No Shares shall be allotted to any Employee, Director, prospective Employee or prospective director of the Company, who in the opinion of the Board is subject to taxation in the United Kingdom, unless such person has entered into a joint section 431 ITEPA election with the Company if so required by the Company.

7. Transfer of Shares: pre-emption rights 7.1. Subject to Articles 8, 9 and 10, A Ordinary Shareholders shall not transfer any A

Ordinary Shares, except in the circumstances set out in Articles 7.1.1 to 7.1.8 and, for the avoidance of doubt and without prejudice to the generality of Article 26 of the Model Articles, the Board may refuse to register the transfer of any A Ordinary Share, if it has not been transferred in accordance with Articles 7.1.1 to 7.1.8.

7.1.1. Any A Ordinary Shareholder who wishes to transfer any A Ordinary Shares (the "Transferring Shareholder") shall, before transferring or agreeing to transfer such shares (the "Transferring Shares") or any interest in them, first offer those Transferring Shares to the existing A Ordinary Shareholders, by giving irrevocable written notice to the Company (a "Transfer Notice").

7.1.2. The Transfer Notice shall specify:

7.1.2.1. the number of Transferring Shares the Transferring Shareholder wishes to transfer; and

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7.1.2.2. the price (in cash) and any other consideration at which the Transferring Shareholder wishes to transfer the Transferring Shares (which shall be the price offered to the Transferring Shareholder by a bona fide third party for the Transferring Shares, or in the absence of such an offer, the price calculated pursuant to Articles 7.1.6 and 7.1.7, in which case the Transfer Notice shall not specify a price) (the "Price").

7.1.3. Upon receipt of the Transfer Notice, the Board shall, as soon as reasonably practicable, offer the Transferring Shares to the other A Ordinary Shareholders, inviting those A Ordinary Shareholders to state by notice in writing to the Company within 10 Business Days of the offer by the Board (the "Transfer Offer Period"), whether they are willing to purchase at the Price, such number of Transferring Shares as corresponds to the proportion of other A Ordinary Shares held by them respectively.

7.1.4. Each A Ordinary Shareholder who wishes to purchase the shares offered to him in accordance with Article 7.1.3 above (a "Purchasing Shareholder") may within the Transfer Offer Period, serve notice (the "Purchase Notice") on the Board specifying how many Transferring Shares he wishes to purchase.

7.1.5. Any Transferring Shares not accepted pursuant to Articles 7.1.4 may be transferred by the Transferring Shareholder to any person, provided the transfer is at the Price and takes place within 90 Business Days of the end of the Transfer Offer Period.

7.1.6. If there is no bona fide third party offer for any of the Transferring Shares, the Price shall be such price per Transferring Share as may be determined by the accountants for the time being of the Company as the fair value thereof. The Board shall instruct such accountants to specify such fair value as soon as practicable upon receipt of the Transfer Notice not having the Price specified therein and such accountants shall, acting as experts and not arbitrators, calculate the fair value on such bases as they consider most applicable, but without discount for minority or uplift for majority shareholdings, and their costs and expenses shall be borne equally by the Company and the Transferring Shareholder.

7.1.7. In determining the fair value of the Transferring Shares, the accountants will rely on the following assumptions: the sale is between a willing seller and a willing buyer of the Transferring Shares, the Company is carrying on its business as a going concern and shall continue to do so, the Transferring Shares are sold free of all restrictions, liens, charges and other encumbrances and the sale is taking place on the date the accountants were instructed to calculate the fair value.

7.1.8. Following completion of the procedure in respect of the Transferring Shares set out in Articles 7.1.1 to 7.1.7, the Transferring Shareholder shall sell the Transferring Shares as required and shall execute and deliver to the Board stock transfer forms relating to the Transferring Shares as required by the Board against receipt of the Price which the Board may receive from and transfer on behalf of the purchasers.

7.2. The provisions of Article 7.1 above shall not apply with regard to B Investment Shares. Any B Investment Shareholder shall be entitled to transfer or transmit B Investment Shares to such persons and at such prices as they see fit, provided that such transfer is in respect of the B Investment Shareholder's entire holding of B Investment Shares to a single transferee (except with the prior sanction of a resolution of the Board).

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8. Permitted Transfers 8.1. An A Ordinary Shareholder (who is not a Permitted Transferee) (the "Original

Shareholder") may transfer all or any of his or its Shares to a Permitted Transferee without restriction as to price or otherwise.

8.2. Shares previously transferred as permitted by Article 8.1 may be transferred by the transferee to any other Permitted Transferee of the Original Shareholder without restriction as to price or otherwise.

8.3. Where under the provision of a deceased Shareholder's will or laws as to intestacy, the persons legally or beneficially entitled to any Shares, whether immediately or contingently, are Permitted Transferees of the deceased Shareholder, the legal representative of the deceased Shareholder may transfer any Share to those Permitted Transferees, in each case without restriction as to price or otherwise.

8.4. If a Permitted Transferee who was a Member of the same Group as the Original Shareholder ceases to be a Member of the same Group as the Original Shareholder, the Permitted Transferee must not later than five Business Days after the date on which the Permitted Transferee so ceases, transfer the Shares held by it to the Original Shareholder or a Member of the same Group as the Original Shareholder (which in either case is not in liquidation) without restriction as to price or otherwise failing which it will be deemed to have given a Transfer Notice in respect of those Shares.

8.5. Trustees may (i) transfer Shares to a Qualifying Company or (ii) transfer Shares to the Original Shareholder or to another Permitted Transferee of the Original Shareholder or (iii) transfer Shares to the new or remaining trustees upon a change of Trustees without restrictions as to price or otherwise.

8.6. No transfer of Shares may be made to Trustees unless the Board is satisfied:

8.6.1. with the terms of the trust instrument and in particular with the powers of the trustees;

8.6.2. with the identity of the proposed trustees;

8.6.3. the proposed transfer will not result in 50 per cent or more of the aggregate of the Company's equity share capital being held by trustees of that and any other trusts; and

8.6.4. that no costs incurred in connection with the setting up or administration of the Family Trust in question are to be paid by the Company.

8.7. If a Permitted Transferee who is a Qualifying Company of the Original Shareholder ceases to be a Qualifying Company of the Original Shareholder, it must within five Business Days of so ceasing, transfer the Shares held by it to the Original Shareholder (or, to any Permitted Transferee of the Original Shareholder) (any may do so without restriction as to price or otherwise) failing which it will be deemed to have given a Transfer Notice in respect of such Shares.

8.8. If a Permitted Transferee who is a spouse or Civil Partner of the Original Shareholder ceases to be a spouse or Civil Partner of the Original Shareholder whether by reason of divorce or otherwise he must, within 15 Business Days of so ceasing either:

8.8.1. execute and deliver to the Company a transfer of the Shares held by him to the Original Shareholder (or, to any Permitted Transferee of the Original Shareholder) for such consideration as may be agreed between them; or

8.8.2. give a Transfer Notice to the Company in accordance with Article 7.1.1,

failing which he shall be deemed to have given a Transfer Notice.

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8.9. On the death (subject to Article 8.3), bankruptcy, liquidation, administration or administrative receivership of a Permitted Transferee (other than a joint holder) his personal representatives or trustee in bankruptcy, or its liquidator, administrator or administrative receiver must within five Business Days after the date of the grant of probate, the making of the bankruptcy order or the appointment of the liquidator, administrator or the administrative receiver execute and deliver to the Company a transfer of the Shares held by the Permitted Transferee without restriction as to price or otherwise. The transfer shall be to the Original Shareholder if still living (and not bankrupt or in liquidation) or, if so directed by the Original Shareholder, to any Permitted Transferee of the Original Shareholder. If the transfer is not executed and delivered within five Business Days of such period or if the Original Shareholder has died or is bankrupt or is in liquidation, administration or administrative receivership, the personal representative or trustee in bankruptcy or liquidator, administrator or administrative receiver will be deemed to have given a Transfer Notice.

9. Tag along rights on a change of control 9.1. The provisions of Articles 9.2 to 9.6 shall apply if, in one or a series of related

transactions, one or more Shareholders propose to transfer any Shares ("Proposed Transfer") which would, if carried out, result in any person ("Buyer"), and any person Acting in Concert with the Buyer, acquiring a Controlling Interest in the Company.

9.2. Before making a Proposed Transfer, each Shareholder proposing to transfer Shares shall procure that the Buyer makes an offer ("Offer") to:

9.2.1. the other Shareholders to purchase all of the Shares held by them;

9.2.2. the holders of any existing options to acquire Shares (granted by the Company or under any share option arrangements established by the Company) that are already capable of exercise or that are expected to become capable of exercise before the Proposed Transfer, to purchase any Shares acquired on the exercise of options at any time before the Proposed Transfer; and

9.2.3. the holders of any securities of the Company that are convertible into Shares ("Convertible Securities"), to purchase any Shares arising from the conversion of such Convertible Securities at any time before the Proposed Transfer,

for a consideration in cash per Share that is equal to the highest price per Share offered or paid by the Buyer, or any person Acting in Concert with the Buyer, in the Proposed Transfer or in any related previous transaction in the 12 months preceding the date of the Proposed Transfer ("Specified Price").

9.3. The Offer shall be given by written notice ("Offer Notice"), at least 30 Business Days ("Offer Period") before the proposed sale date ("Sale Date"). To the extent not described in any accompanying documents, the Offer Notice shall set out:

9.3.1. the identity of the Buyer;

9.3.2. the amount, form and timing of consideration payable and any other terms and conditions applicable;

9.3.3. the Sale Date; and

9.3.4. the number of Shares proposed to be purchased by the Buyer ("Offer Shares").

9.4. If the Buyer fails to make the Offer to all of the holders of Shares in the Company in accordance with Articles 9.2 and 9.3, the Shareholders proposing to transfer Shares shall not be entitled to complete the Proposed Transfer and the Directors shall not

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register any transfer of Shares effected in accordance with the Proposed Transfer.

9.5. If the Offer is accepted in writing by any Shareholder ("Accepting Shareholder") within the Offer Period, the completion of the Proposed Transfer shall be conditional on completion of the purchase of all the Offer Shares held by Accepting Shareholders.

9.6. If any Accepting Shareholder does not, at the time appointed for completion of the Proposed Transfer, deliver a duly executed stock transfer form, sale agreement or other documents required to be entered into to effect the acquisition of the Offer Shares by the Buyer ("Sale Documents"), the Company and each Director shall be constituted the agent of such defaulting Accepting Shareholder to take such actions and enter into any Sale Documents required to effect the transfer of such Accepting Shareholder's Shares pursuant to this Article 9 and the Directors shall, if requested by the Buyer, authorise any Director to transfer the defaulting Accepting Shareholder's Shares on the defaulting Accepting Shareholder's behalf against receipt by the Company (on trust for such Accepting Shareholder) of the consideration due in respect of the Offer Shares. After the Buyer has been registered as the holder of such Offer Shares the validity of such proceedings shall not be questioned by any such person. Failure to produce a Share certificate shall not impede the registration of Shares under this Article 9.

10. Drag Along Option 10.1. If the holders of a majority percentage of the A Ordinary Shares in issue for the time

being (the "Selling Shareholders") wish to transfer (whether through a single transaction or a series of related transactions) all their interest in Shares (the "Sellers' Shares") to a Proposed Buyer, the Selling Shareholders shall have the option (the "Drag Along Option") to compel each other holder of Shares (each a “Called Shareholder” and together the "Called Shareholders") to sell and transfer their legal and beneficial title to all of their Shares free from all liens, charges and encumbrances and together with all rights attaching to them to the Proposed Buyer or as the Proposed Buyer shall direct (the “Drag Buyer”) in accordance with the provisions of this Article.

10.2. The Selling Shareholders may exercise the Drag Along Option by giving a written notice to that effect (a "Drag Along Notice") to the Company which the Company shall forthwith copy to the Called Shareholders at any time before the transfer of the Sellers' Shares to the Drag Buyer. A Drag Along Notice shall specify:

10.2.1. that the Called Shareholders are required to transfer all their Shares (the "Called Shares") under this Article;

10.2.2. the person to whom they are to be transferred;

10.2.3. the amount and form of consideration for which the Called Shares are to be transferred (calculated in accordance with this Article);

10.2.4. the proposed date of the transfer, and

10.2.5. the form of any sale agreement or form of acceptance or any other document of similar effect that the Called Shareholders are required to sign in connection with such sale (the “Sale Agreement”),

(and, in the case of paragraphs 10.2.2 to 10.2.4 above, whether actually specified or to be determined in accordance with a mechanism described in the Drag Along Notice). Drag Along Notices shall be irrevocable but will lapse if for any reason there is not a sale of the Sellers' Shares by the Selling Shareholders to the Drag Buyer within 30 Business Days after the date of service of the Drag Along Notice. The Selling Shareholders shall be entitled to serve further Drag Along Notices following the lapse of any particular Drag Along Notice.

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10.3. The consideration (in cash or otherwise) for which the Called Shareholders shall be obliged to sell each of the Called Shares shall be equal to the price per Share payable to the Selling Shareholders in respect of their Shares less the Called Shareholder's proportion of any Transaction Expenses which shall be borne pro rata to the consideration due to the Shareholders in respect of their Shares (the “Drag Consideration”).

10.4. In respect of a transaction that is the subject of a Drag Along Notice and with respect to any Drag Document, a Called Shareholder shall be obliged to undertake to transfer his Shares with full title guarantee (and provide an indemnity for lost certificate in a form acceptable to the Board if so necessary) in receipt of the Drag Consideration when due.

10.5. Within three Business Days of the Company copying the Drag Along Notice to the Called Shareholders (or such later date as may be specified either in the Drag Along Notice or in any subsequent written notice from the Company to the Called Shareholders) (the “Drag Completion Date”), each Called Shareholder shall deliver: 10.5.1. duly executed stock transfer form(s) for its Shares in favour of the Drag

Buyer;

10.5.2. the relevant share certificate(s) (or a duly executed indemnity for lost certificate in a form acceptable to the Board) to the Company; and

10.5.3. a duly executed Sale Agreement, if applicable, in the form specified in the Drag Along Notice or as otherwise specified by the Company,

(together the “Drag Documents”).

10.6. On the Drag Completion Date, the Company shall pay each Called Shareholder, on behalf of the Drag Buyer, the Drag Consideration that is due to the extent that the Drag Buyer has paid such consideration to the Company. The Company's receipt of the Drag Consideration shall be a good discharge to the Drag Buyer. The Company shall hold the Drag Consideration in trust for each of the Called Shareholders without any obligation to pay interest.

10.7. To the extent that the Drag Buyer has not, on the Drag Completion Date, paid the Drag Consideration that is due to the Company, the Called Shareholders shall be entitled to the immediate return of the Drag Documents for the relevant Shares. The Selling Shareholders shall be entitled to serve further Drag Along Notices and the provisions of this Article 10 will continue to apply.

10.8. If a Called Shareholder fails to deliver the Drag Documents for its Shares to the Company by the Drag Completion Date, the Company and each Director shall be constituted the agent and duly appointed attorney of such defaulting Called Shareholder to take such actions and enter into any Drag Document or such other agreements or documents as are necessary to effect the transfer of the Called Shareholder’s Shares pursuant to this Article 10 and the Directors shall, if requested by the Drag Buyer, authorise any Director to transfer the Called Shareholder's Shares on the Called Shareholder's behalf to the Drag Buyer to the extent the Drag Buyer has, by the Drag Completion Date, paid the Drag Consideration due to the Company for the Called Shareholder's Shares offered to him. The Board shall then authorise registration of the transfer once appropriate stamp duty has been paid. The defaulting Called Shareholder shall surrender his share certificate for his Shares (or suitable executed indemnity) to the Company. On surrender, he shall be entitled to the Drag Consideration due to him.

10.9. Any transfer of Shares to a Drag Buyer pursuant to a sale in respect of which a Drag Along Notice has been duly served shall not be subject to the provisions of Article 7.

10.10. On any person, following the issue of a Drag Along Notice, becoming a Shareholder

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pursuant to the exercise of a pre-existing option or warrant to acquire shares in the Company or pursuant to the conversion of any convertible security of the Company (a "New Shareholder"), a Drag Along Notice shall be deemed to have been served on the New Shareholder on the same terms as the previous Drag Along Notice who shall then be bound to sell and transfer all Shares so acquired to the Drag Buyer and the provisions of this Article shall apply with the necessary changes to the New Shareholder except that completion of the sale of the Shares shall take place immediately on the Drag Along Notice being deemed served on the New Shareholder.

11. Rights attaching to Shares 11.1. The share capital of the Company shall comprise A Ordinary Shares and B Investment

Shares. The A Ordinary Shares and B Investment Shares shall rank pari passu in all respects, save as provided in these Articles.

11.2. The A Ordinary Shares shall each carry one vote. The holders of A Ordinary Shares shall have the right to receive notices of any general meetings and to attend, speak and vote at such general meetings. The B Investment Shares shall have no voting rights attached to them, and holders of B investment Shares shall not have the right to receive notices of any general meetings, or the right to attend at such general meetings.

11.3. No dividend shall be payable in respect of any Shares unless and until the amount of such dividend when aggregated with all dividends then payable to the holder of such Shares exceeds the sum of £50 and all the dividends declared but not paid pursuant to this Article 11.3 shall be held by the Company as dedicated retained dividends on trust for such holder of Shares and shall be payable to such persons either upon the winding up of the Company or when the cumulative value of such withheld dividends exceeds £50.

12. Variation of class rights 12.1. Whenever the capital of the Company is divided into different classes of shares, the

special rights attached to any class may only be varied or abrogated, either whilst the Company is a going concern or in contemplation of a winding up, with the consent of the holders of the issued shares of that class given in accordance with Article 12.2

12.2. The consent of the holders of a class of shares may be given by:

12.2.1. a special resolution passed at a separate general meeting of the holders of the issued shares of that class; or

12.2.2. a written resolution in any form signed by or on behalf of the holders of three-quarters in nominal value of the issued shares of that class,

but not otherwise. To every such meeting, all the provisions of these article and the Companies Act relating to general meetings of the Company shall apply (with such amendments as may be necessary to give such provisions efficacy) but so that the necessary quorum shall be two holders of shares of the relevant class present in person or by proxy and holding or representing not less than one third in nominal value of the issued shares of the relevant class; that every holder of shares of the class shall be entitled on a poll to one vote for every such share held by him; and that any holder of shares of the class, present in person or by proxy or (being a corporation) by a duly authorised representative, may demand a poll. If at any adjourned meeting of such holders such a quorum as aforesaid is not present, not less than one holder who is present in person or by proxy or (being a corporation) by a duly authorised representative shall be a quorum.

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12.3. The creation of a new class of shares which has preferential rights to one or more existing classes of shares shall not constitute a variation of the rights of those existing classes of shares.

13. Electronic communication 13.1. Without prejudice to Article 48 of the Model Articles, notices and any other

communications sent or supplied, by or to Shareholders or Directors under these Articles may be sent or supplied by electronic means as defined in section 1168 of the Companies Act (including via a website, chatroom, extranet, intranet, blog, online social network or forum or other similar mechanism duly notified to such Shareholder or Director or by electronic mail to any email address supplied to the Company, its officers or agents in writing by such Shareholders or Directors).

13.2. For the purposes of Article 13.1 above, the Company can assume that any email addresses supplied to the Company, its officers or agents by Shareholders or Directors are up to date and current, and it is the sole responsibility of each Shareholder and Director to update the Company as to any changes in their email addresses, and to ensure that the Company has and uses the correct email address. In this regard, all Shareholders and Directors agree that the Company has no responsibility to any Shareholder or Director who fails to receive any notice or other communication as a result of the Shareholder or Director failing to comply with this Article 13.2.

13.3. When any notice or communication is sent by means of a website, chatroom, internet, intranet, extranet, blog, online social network or forum, or other similar mechanism, an email shall be sent to Shareholders to inform them of the existence of the notice or communication made on such website, chatroom, internet, intranet, extranet, blog, online social network or forum, or other similar mechanism in accordance with Schedule 5 of the Companies Act.

13.4. Any notice or communication sent by means of a website, chatroom, internet, intranet, extranet, blog, online social network or forum, or other similar mechanism, shall be deemed to have been served on the intended recipient when the material is first made available on the website or (if later) when the recipient receives (or is deemed to have received) notice of the fact that the material is available on the website, and any notice or communication sent by electronic mail or fax shall be deemed to be delivered at the time it was sent and shall be deemed to have been received 24 hours after its transmission.

13.5. The Company's obligation to send or supply any notice or communication to Shareholders or Directors is satisfied when the Company transmits an electronic message and the Company is not responsible for a failure in transmission beyond its control.

13.6. Each Shareholder and Director shall, for the purposes of paragraph 6 and paragraph 9 of Schedule 5 of the Companies Act, be deemed to have agreed to accept notices or communications from the Company in electronic form, and to them being made available on a website, by providing a copy of his email address and expressly consenting to that email address being used for the purpose of receiving notices or communications from the Company in electronic form, and to the Company making information available on a website.

14. Board representation 14.1. Any Qualifying Shareholder shall be entitled to be a Director of the Board, or to appoint

one nominee Director to the Board, and to remove and replace such nominee Director upon written notice to the Board, provided that such nominee Director shall have been

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previously approved by the Board, such approval not to be unreasonably withheld or delayed.

14.2. Any Director appointed to the Board in accordance with Article 14.1 above shall immediately resign as a Director should his appointing Qualifying Shareholder cease to be a Qualifying Shareholder.

15. Share certificates 15.1. The conditions of issue of any Shares shall not require the Company to issue any

Share certificate although the Board may resolve to do so.

15.2. The Company shall not be bound to issue more than one certificate in respect of Shares held jointly by two or more persons. Delivery of a certificate to the person first named in the register shall be sufficient delivery to all joint holders.

15.3. If the Board resolves to issue a Share certificate it may be issued in electronic format, under seal (by affixing the seal to or printing the seal or a representation of it on the certificate) or signed by at least two Directors or by at least one Director and the Secretary. Such certificate shall specify the number and class of the Shares in respect of which it is issued and the amount or respective amounts paid up on it. The Board may by resolution decide, either generally or in any particular case or cases, that any signatures on any Share certificates need not be autographic but may be applied to the certificates by some mechanical or other means or may be printed on them or that the certificates need not be issued under seal or signed by any person.

15.4. Every Share certificate sent in accordance with these Articles will be sent at the risk of the member or other person entitled to the certificate. The Company will not be responsible for any Share certificate lost or delayed in the course of delivery.

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Appendix 1

MODEL ARTICLES FOR PRIVATE COMPANIES LIMITED BY SHARES INDEX TO THE ARTICLES

PART 1

INTERPRETATION AND LIMITATION OF LIABILITY 1. Defined terms

2. Liability of members

PART 2 DIRECTORS

DIRECTORS’ POWERS AND RESPONSIBILITIES

3. Directors’ general authority

4. Shareholders’ reserve power 5. Directors may delegate

6. Committees

DECISION-MAKING BY DIRECTORS

7. Directors to take decisions collectively

8. Unanimous decisions

9. Calling a directors’ meeting

10. Participation in directors’ meetings

11. Quorum for directors’ meetings

12. Chairing of directors’ meetings

13. Casting vote

14. Conflicts of interest

15. Records of decisions to be kept

16. Directors’ discretion to make further rules

APPOINTMENT OF DIRECTORS

17. Methods of appointing directors

18. Termination of director’s appointment 19. Directors’ remuneration

20. Directors’ expenses

PART 3 SHARES AND DISTRIBUTIONS

SHARES

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21. All shares to be fully paid up

22. Powers to issue different classes of share

23. Company not bound by less than absolute interests

24. Share certificates

25. Replacement share certificates

26. Share transfers

27. Transmission of shares

28. Exercise of transmittees’ rights

29. Transmittees bound by prior notices

DIVIDENDS AND OTHER DISTRIBUTIONS

30. Procedure for declaring dividends

31. Payment of dividends and other distributions

32. No interest on distributions

33. Unclaimed distributions

34. Non-cash distributions

35. Waiver of distributions

CAPITALISATION OF PROFITS

36. Authority to capitalise and appropriation of capitalised sums

PART 4

DECISION-MAKING BY SHAREHOLDERS ORGANISATION OF GENERAL MEETINGS

37. Attendance and speaking at general meetings

38. Quorum for general meetings

39. Chairing general meetings

40. Attendance and speaking by directors and non-shareholders

41. Adjournment

VOTING AT GENERAL MEETINGS

42. Voting: general

43. Errors and disputes

44. Poll votes

45. Content of proxy notices

46. Delivery of proxy notices

47. Amendments to resolutions

PART 5

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ADMINISTRATIVE ARRANGEMENTS 48. Means of communication to be used

49. Company seals

50. No right to inspect accounts and other records

51. Provision for employees on cessation of business

DIRECTORS’ INDEMNITY AND INSURANCE

52. Indemnity

53. Insurance

PART 1 INTERPRETATION AND LIMITATION OF LIABILITY

Defined terms 1. In the articles, unless the context requires otherwise—

“articles” means the company’s articles of association; “bankruptcy” includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;

“chairman” has the meaning given in article 12; “chairman of the meeting” has the meaning given in article 39; “Companies Acts” means the Companies Acts (as defined in section 2 of the Companies Act 2006), in so far as they apply to the company;

“director” means a director of the company, and includes any person occupying the position of director, by whatever name called;

“distribution recipient” has the meaning given in article 31; “document” includes, unless otherwise specified, any document sent or supplied in electronic form;

“electronic form” has the meaning given in section 1168 of the Companies Act 2006; “fully paid” in relation to a share, means that the nominal value and any premium to be paid to the company in respect of that share have been paid to the company;

“hard copy form” has the meaning given in section 1168 of the Companies Act 2006; “holder” in relation to shares means the person whose name is entered in the register of

members as the holder of the shares;

“instrument” means a document in hard copy form; “ordinary resolution” has the meaning given in section 282 of the Companies Act 2006; “paid” means paid or credited as paid; “participate”, in relation to a directors’ meeting, has the meaning given in article 10;

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“proxy notice” has the meaning given in article 45; “shareholder” means a person who is the holder of a share; “shares” means shares in the company; “special resolution” has the meaning given in section 283 of the Companies Act 2006;

“subsidiary” has the meaning given in section 1159 of the Companies Act 2006; “transmittee” means a person entitled to a share by reason of the death or bankruptcy of a

shareholder or otherwise by operation of law; and

“writing” means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.

Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Act 2006 as in force on the date when these articles become binding on the company.

Liability of members 2. The liability of the members is limited to the amount, if any, unpaid on the shares held by them.

PART 2 DIRECTORS

DIRECTORS’ POWERS AND RESPONSIBILITIES

Directors’ general authority 3. Subject to the articles, the directors are responsible for the management of the company’s business, for which purpose they may exercise all the powers of the company.

Shareholders’ reserve power 4.—(1) The shareholders may, by special resolution, direct the directors to take, or refrain from taking, specified action.

(2) No such special resolution invalidates anything which the directors have done before the passing of the resolution.

Directors may delegate 5.—(1) Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles—

(a) to such person or committee;

(b) by such means (including by power of attorney);

(c) to such an extent;

(d) in relation to such matters or territories; and

(e) on such terms and conditions;

as they think fit.

(2) If the directors so specify, any such delegation may authorise further delegation of the

directors’ powers by any person to whom they are delegated.

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(3) The directors may revoke any delegation in whole or part, or alter its terms and conditions.

Committees 6.—(1) Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.

(2) The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.

DECISION-MAKING BY DIRECTORS

Directors to take decisions collectively 7.—(1) The general rule about decision-making by directors is that any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with article 8.

(2) If—

(a) the company only has one director, and

(b) no provision of the articles requires it to have more than one director,

the general rule does not apply, and the director may take decisions without regard to any of the provisions of the articles relating to directors’ decision-making.

Unanimous decisions 8.—(1) A decision of the directors is taken in accordance with this article when all eligible directors indicate to each other by any means that they share a common view on a matter.

(2) Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing.

(3) References in this article to eligible directors are to directors who would have been entitled to vote on the matter had it been proposed as a resolution at a directors’ meeting. (4) A decision may not be taken in accordance with this article if the eligible directors would not have formed a quorum at such a meeting.

Calling a directors’ meeting 9.—(1) Any director may call a directors’ meeting by giving notice of the meeting to the

directors or by authorising the company secretary (if any) to give such notice.

(2) Notice of any directors’ meeting must indicate—

(a) its proposed date and time;

(b) where it is to take place; and

(c) if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting. (3) Notice of a directors’ meeting must be given to each director, but need not be in writing. (4) Notice of a directors’ meeting need not be given to directors who waive their entitlement to notice of that meeting, by giving notice to that effect to the company not more than 7 days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.

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Participation in directors’ meetings 10.—(1) Subject to the articles, directors participate in a directors’ meeting, or part of a

directors’ meeting, when—

(a) the meeting has been called and takes place in accordance with the articles, and

(b) they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.

(2) In determining whether directors are participating in a directors’ meeting, it is irrelevant where any director is or how they communicate with each other.

(3) If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.

Quorum for directors’ meetings 11.—(1) At a directors’ meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.

(2) The quorum for directors’ meetings may be fixed from time to time by a decision of the directors, but it must never be less than two, and unless otherwise fixed it is two.

(3) If the total number of directors for the time being is less than the quorum required, the

directors must not take any decision other than a decision—

(a) to appoint further directors, or

(b) to call a general meeting so as to enable the shareholders to appoint further directors.

Chairing of directors’ meetings 12.—(1) The directors may appoint a director to chair their meetings.

(2) The person so appointed for the time being is known as the chairman.

(3) The directors may terminate the chairman’s appointment at any time. (4) If the chairman is not participating in a directors’ meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it.

Casting vote 13.—(1) If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote.

(2) But this does not apply if, in accordance with the articles, the chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.

Conflicts of interest 14.—(1) If a proposed decision of the directors is concerned with an actual or proposed

transaction or arrangement with the company in which a director is interested, that director is not to be counted as participating in the decision-making process for quorum or voting purposes.

(2) But if paragraph (3) applies, a director who is interested in an actual or proposed transaction or arrangement with the company is to be counted as participating in the decision-making process for quorum and voting purposes.

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(3) This paragraph applies when—

(a) the company by ordinary resolution disapplies the provision of the articles which would otherwise prevent a director from being counted as participating in the decision-making process;

(b) the director’s interest cannot reasonably be regarded as likely to give rise to a conflict of interest; or

(c) the director’s conflict of interest arises from a permitted cause.

(4) For the purposes of this article, the following are permitted causes—

(a) a guarantee given, or to be given, by or to a director in respect of an obligation incurred by or on behalf of the company or any of its subsidiaries;

(b) subscription, or an agreement to subscribe, for shares or other securities of the company or any of its subsidiaries, or to underwrite, sub-underwrite, or guarantee subscription for any such shares or securities; and

(c) arrangements pursuant to which benefits are made available to employees and directors or former employees and directors of the company or any of its subsidiaries which do not provide special benefits for directors or former directors.

(5) For the purposes of this article, references to proposed decisions and decision-making

processes include any directors’ meeting or part of a directors’ meeting. (6) Subject to paragraph (7), if a question arises at a meeting of directors or of a committee of directors as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman whose ruling in relation to any director other than the chairman is to be final and conclusive.

(7) If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman, the question is to be decided by a decision of the directors at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.

Records of decisions to be kept 15. The directors must ensure that the company keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the directors.

Directors’ discretion to make further rules 16. Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors.

APPOINTMENT OF DIRECTORS

Methods of appointing directors 17.—(1) Any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director—

(a) by ordinary resolution, or

(b) by a decision of the directors.

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(2) In any case where, as a result of death, the company has no shareholders and no directors, the personal representatives of the last shareholder to have died have the right, by notice in writing, to appoint a person to be a director.

(3) For the purposes of paragraph (2), where 2 or more shareholders die in circumstances

rendering it uncertain who was the last to die, a younger shareholder is deemed to have survived an older shareholder.

Termination of director’s appointment 18. A person ceases to be a director as soon as—

(a) that person ceases to be a director by virtue of any provision of the Companies Act 2006 or is prohibited from being a director by law;

(b) a bankruptcy order is made against that person;

(c) a composition is made with that person’s creditors generally in satisfaction of that person’s debts; (d) a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;

(e) [paragraph omitted pursuant to The Mental Health (Discrimination) Act 2013] (f) notification is received by the company from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms.

Directors’ remuneration 19.—(1) Directors may undertake any services for the company that the directors decide.

(2) Directors are entitled to such remuneration as the directors determine—

(a) for their services to the company as directors, and

(b) for any other service which they undertake for the company.

(3) Subject to the articles, a director’s remuneration may—

(a) take any form, and

(b) include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that director.

(4) Unless the directors decide otherwise, directors’ remuneration accrues from day to day. (5) Unless the directors decide otherwise, directors are not accountable to the company for any remuneration which they receive as directors or other officers or employees of the company’s subsidiaries or of any other body corporate in which the company is interested. Directors’ expenses 20. The company may pay any reasonable expenses which the directors properly incur in

connection with their attendance at— (a) meetings of directors or committees of directors,

(b) general meetings, or

(c) separate meetings of the holders of any class of shares or of debentures of the company, or otherwise in connection with the exercise of their powers and the discharge of their

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responsibilities in relation to the company.

PART 3 SHARES AND DISTRIBUTIONS

SHARES

All shares to be fully paid up 21.—(1) No share is to be issued for less than the aggregate of its nominal value and any

premium to be paid to the company in consideration for its issue.

(2) This does not apply to shares taken on the formation of the company by the subscribers to the company’s memorandum. Powers to issue different classes of share 22.—(1) Subject to the articles, but without prejudice to the rights attached to any existing share, the company may issue shares with such rights or restrictions as may be determined by ordinary resolution.

(2) The company may issue shares which are to be redeemed, or are liable to be redeemed at the option of the company or the holder, and the directors may determine the terms, conditions and manner of redemption of any such shares.

Company not bound by less than absolute interests 23. Except as required by law, no person is to be recognised by the company as holding any share upon any trust, and except as otherwise required by law or the articles, the company is not in any way to be bound by or recognise any interest in a share other than the holder’s absolute ownership of it and all the rights attaching to it.

Share certificates 24.—(1) The company must issue each shareholder, free of charge, with one or more certificates in respect of the shares which that shareholder holds.

(2) Every certificate must specify—

(a) in respect of how many shares, of what class, it is issued;

(b) the nominal value of those shares;

(c) that the shares are fully paid; and

(d) any distinguishing numbers assigned to them.

(3) No certificate may be issued in respect of shares of more than one class.

(4) If more than one person holds a share, only one certificate may be issued in respect of it.

(5) Certificates must—

(a) have affixed to them the company’s common seal, or

(b) be otherwise executed in accordance with the Companies Acts.

Replacement share certificates 25.—(1) If a certificate issued in respect of a shareholder’s shares is—

(a) damaged or defaced, or

(b) said to be lost, stolen or destroyed, that shareholder is entitled to be issued with a

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replacement certificate in respect of the same shares.

(2) A shareholder exercising the right to be issued with such a replacement certificate—

(a) may at the same time exercise the right to be issued with a single certificate or separate certificates;

(b) must return the certificate which is to be replaced to the company if it is damaged or defaced; and

(c) must comply with such conditions as to evidence, indemnity and the payment of a

reasonable fee as the directors decide.

Share transfers 26.—(1) Shares may be transferred by means of an instrument of transfer in any usual form or any other form approved by the directors, which is executed by or on behalf of the transferor.

(2) No fee may be charged for registering any instrument of transfer or other document relating to or affecting the title to any share.

(3) The company may retain any instrument of transfer which is registered.

(4) The transferor remains the holder of a share until the transferee’s name is entered in the register of members as holder of it.

(5) The directors may refuse to register the transfer of a share, and if they do so, the instrument of transfer must be returned to the transferee with the notice of refusal unless they suspect that the proposed transfer may be fraudulent.

Transmission of shares 27.—(1) If title to a share passes to a transmittee, the company may only recognise the

transmittee as having any title to that share.

(2) A transmittee who produces such evidence of entitlement to shares as the directors may properly require—

(a) may, subject to the articles, choose either to become the holder of those shares or to have them transferred to another person, and

(b) subject to the articles, and pending any transfer of the shares to another person, has the same rights as the holder had.

(3) But transmittees do not have the right to attend or vote at a general meeting, or agree to a proposed written resolution, in respect of shares to which they are entitled, by reason of the holder’s death or bankruptcy or otherwise, unless they become the holders of those shares. Exercise of transmittees’ rights 28.—(1) Transmittees who wish to become the holders of shares to which they have become entitled must notify the company in writing of that wish.

(2) If the transmittee wishes to have a share transferred to another person, the transmittee must execute an instrument of transfer in respect of it.

(3) Any transfer made or executed under this article is to be treated as if it were made or

executed by the person from whom the transmittee has derived rights in respect of the share, and as if the event which gave rise to the transmission had not occurred.

Transmittees bound by prior notices

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29. If a notice is given to a shareholder in respect of shares and a transmittee is entitled to those shares, the transmittee is bound by the notice if it was given to the shareholder before the transmittee’s name has been entered in the register of members.

DIVIDENDS AND OTHER DISTRIBUTIONS

Procedure for declaring dividends 30.—(1) The company may by ordinary resolution declare dividends, and the directors may decide to pay interim dividends.

(2) A dividend must not be declared unless the directors have made a recommendation as to its amount. Such a dividend must not exceed the amount recommended by the directors.

(3) No dividend may be declared or paid unless it is in accordance with shareholders’ respective rights.

(4) Unless the shareholders’ resolution to declare or directors’ decision to pay a dividend, or the terms on which shares are issued, specify otherwise, it must be paid by reference to each shareholder’s holding of shares on the date of the resolution or decision to declare or pay it. (5) If the company’s share capital is divided into different classes, no interim dividend may be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear.

(6) The directors may pay at intervals any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment.

(7) If the directors act in good faith, they do not incur any liability to the holders of shares

conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on shares with deferred or non-preferred rights.

Payment of dividends and other distributions 31.—(1) Where a dividend or other sum which is a distribution is payable in respect of a share, it must be paid by one or more of the following means—

(a) transfer to a bank or building society account specified by the distribution recipient either in writing or as the directors may otherwise decide;

(b) sending a cheque made payable to the distribution recipient by post to the distribution recipient at the distribution recipient’s registered address (if the distribution recipient is a holder of the share), or (in any other case) to an address specified by the distribution recipient either in writing or as the directors may otherwise decide;

(c) sending a cheque made payable to such person by post to such person at such address as the distribution recipient has specified either in writing or as the directors may otherwise decide; or

(d) any other means of payment as the directors agree with the distribution recipient either in writing or by such other means as the directors decide.

(2) In the articles, “the distribution recipient” means, in respect of a share in respect of which a dividend or other sum is payable—

(a) the holder of the share; or

(b) if the share has two or more joint holders, whichever of them is named first in the register of members; or

(c) if the holder is no longer entitled to the share by reason of death or bankruptcy, or

26

otherwise by operation of law, the transmittee.

No interest on distributions 32. The company may not pay interest on any dividend or other sum payable in respect of a share unless otherwise provided by—

(a) the terms on which the share was issued, or

(b) the provisions of another agreement between the holder of that share and the company.

Unclaimed distributions 33.—(1) All dividends or other sums which are—

(a) payable in respect of shares, and

(b) unclaimed after having been declared or become payable,

may be invested or otherwise made use of by the directors for the benefit of the company until claimed.

(2) The payment of any such dividend or other sum into a separate account does not make the company a trustee in respect of it.

(3) If—

(a) twelve years have passed from the date on which a dividend or other sum became due for payment, and

(b) the distribution recipient has not claimed it,

the distribution recipient is no longer entitled to that dividend or other sum and it ceases to remain owing by the company.

Non-cash distributions 34.—(1) Subject to the terms of issue of the share in question, the company may, by ordinary resolution on the recommendation of the directors, decide to pay all or part of a dividend or other distribution payable in respect of a share by transferring non-cash assets of equivalent value (including, without limitation, shares or other securities in any company).

(2) For the purposes of paying a non-cash distribution, the directors may make whatever

arrangements they think fit, including, where any difficulty arises regarding the distribution—

(a) fixing the value of any assets;

(b) paying cash to any distribution recipient on the basis of that value in order to adjust the rights of recipients; and

(c) vesting any assets in trustees.

Waiver of distributions 35. Distribution recipients may waive their entitlement to a dividend or other distribution

payable in respect of a share by giving the company notice in writing to that effect, but if— (a) the share has more than one holder, or

(b) more than one person is entitled to the share, whether by reason of the death or

bankruptcy of one or more joint holders, or otherwise,

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the notice is not effective unless it is expressed to be given, and signed, by all the holders or persons otherwise entitled to the share.

CAPITALISATION OF PROFITS

Authority to capitalise and appropriation of capitalised sums 36.—(1) Subject to the articles, the directors may, if they are so authorised by an ordinary

resolution—

(a) decide to capitalise any profits of the company (whether or not they are available for distribution) which are not required for paying a preferential dividend, or any sum standing to the credit of the company’s share premium account or capital redemption reserve; and

(b) appropriate any sum which they so decide to capitalise (a “capitalised sum”) to the persons who would have been entitled to it if it were distributed by way of dividend (the “persons entitled”) and in the same proportions. (2) Capitalised sums must be applied—

(a) on behalf of the persons entitled, and

(b) in the same proportions as a dividend would have been distributed to them.

(3) Any capitalised sum may be applied in paying up new shares of a nominal amount equal to the capitalised sum which are then allotted credited as fully paid to the persons entitled or as they may direct.

(4) A capitalised sum which was appropriated from profits available for distribution may be applied in paying up new debentures of the company which are then allotted credited as fully paid to the persons entitled or as they may direct.

(5) Subject to the articles the directors may—

(a) apply capitalised sums in accordance with paragraphs (3) and (4) partly in one way and partly in another;

(b) make such arrangements as they think fit to deal with shares or debentures becoming distributable in fractions under this article (including the issuing of fractional certificates or the making of cash payments); and

(c) authorise any person to enter into an agreement with the company on behalf of all the persons entitled which is binding on them in respect of the allotment of shares and debentures to them under this article.

PART 4 DECISION-MAKING BY SHAREHOLDERS

ORGANISATION OF GENERAL MEETINGS

Attendance and speaking at general meetings 37.—(1) A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.

(2) A person is able to exercise the right to vote at a general meeting when—

(a) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and

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(b) that person’s vote can be taken into account in determining whether or not such

resolutions are passed at the same time as the votes of all the other persons attending the meeting.

(3) The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.

(4) In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.

(5) Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.

Quorum for general meetings 38. No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum.

Chairing general meetings 39.—(1) If the directors have appointed a chairman, the chairman shall chair general meetings if present and willing to do so.

(2) If the directors have not appointed a chairman, or if the chairman is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start—

(a) the directors present, or

(b) (if no directors are present), the meeting,

must appoint a director or shareholder to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting.

(3) The person chairing a meeting in accordance with this article is referred to as “the chairman of the meeting”. Attendance and speaking by directors and non-shareholders 40.—(1) Directors may attend and speak at general meetings, whether or not they are

shareholders.

(2) The chairman of the meeting may permit other persons who are not—

(a) shareholders of the company, or

(b) otherwise entitled to exercise the rights of shareholders in relation to general meetings,

to attend and speak at a general meeting.

Adjournment 41.—(1) If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairman of the meeting must adjourn it. (2) The chairman of the meeting may adjourn a general meeting at which a quorum is present if—

(a) the meeting consents to an adjournment, or

(b) it appears to the chairman of the meeting that an adjournment is necessary to protect the

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safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.

(3) The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting.

(4) When adjourning a general meeting, the chairman of the meeting must—

(a) either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the directors, and

(b) have regard to any directions as to the time and place of any adjournment which have been given by the meeting.

(5) If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the company must give at least 7 clear days’ notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given)—

(a) to the same persons to whom notice of the company’s general meetings is required to be given, and

(b) containing the same information which such notice is required to contain.

(6) No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.

VOTING AT GENERAL MEETINGS

Voting: general 42. A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the articles.

Errors and disputes 43.—(1) No objection may be raised to the qualification of any person voting at a general

meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid.

(2) Any such objection must be referred to the chairman of the meeting, whose decision is final.

Poll votes 44.—(1) A poll on a resolution may be demanded—

(a) in advance of the general meeting where it is to be put to the vote, or

(b) at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.

(2) A poll may be demanded by—

(a) the chairman of the meeting;

(b) the directors; (c) two or more persons having the right to vote on the resolution; or

(d) a person or persons representing not less than one tenth of the total voting rights of all the shareholders having the right to vote on the resolution.

(3) A demand for a poll may be withdrawn if—

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(a) the poll has not yet been taken, and

(b) the chairman of the meeting consents to the withdrawal.

(4) Polls must be taken immediately and in such manner as the chairman of the meeting directs.

Content of proxy notices 45.—(1) Proxies may only validly be appointed by a notice in writing (a “proxy notice”) which—

(a) states the name and address of the shareholder appointing the proxy;

(b) identifies the person appointed to be that shareholder’s proxy and the general meeting in relation to which that person is appointed;

(c) is signed by or on behalf of the shareholder appointing the proxy, or is authenticated in such manner as the directors may determine; and

(d) is delivered to the company in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.

(2) The company may require proxy notices to be delivered in a particular form, and may

specify different forms for different purposes.

(3) Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.

(4) Unless a proxy notice indicates otherwise, it must be treated as—

(a) allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and

(b) appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.

Delivery of proxy notices 46.—(1) A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the company by or on behalf of that person.

(2) An appointment under a proxy notice may be revoked by delivering to the company a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.

(3) A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.

(4) If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointor’s behalf. Amendments to resolutions 47.—(1) An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if—

(a) notice of the proposed amendment is given to the company in writing by a person entitled

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to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), and

(b) the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.

(2) A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if—

(a) the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and

(b) the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.

(3) If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman’s error does not invalidate the vote on that resolution.

PART 5 ADMINISTRATIVE ARRANGEMENTS

Means of communication to be used 48.—(1) Subject to the articles, anything sent or supplied by or to the company under the articles may be sent or supplied in any way in which the Companies Act 2006 provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to the company.

(2) Subject to the articles, any notice or document to be sent or supplied to a director in

connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.

(3) A director may agree with the company that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.

Company seals 49.—(1) Any common seal may only be used by the authority of the directors.

(2) The directors may decide by what means and in what form any common seal is to be used.

(3) Unless otherwise decided by the directors, if the company has a common seal and it is

affixed to a document, the document must also be signed by at least one authorised person in the presence of a witness who attests the signature.

(4) For the purposes of this article, an authorised person is—

(a) any director of the company;

(b) the company secretary (if any); or

(c) any person authorised by the directors for the purpose of signing documents to which the common seal is applied.

No right to inspect accounts and other records

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50. Except as provided by law or authorised by the directors or an ordinary resolution of the company, no person is entitled to inspect any of the company’s accounting or other records or documents merely by virtue of being a shareholder.

Provision for employees on cessation of business 51. The directors may decide to make provision for the benefit of persons employed or formerly employed by the company or any of its subsidiaries (other than a director or former director or shadow director) in connection with the cessation or transfer to any person of the whole or part of the undertaking of the company or that subsidiary.

DIRECTORS’ INDEMNITY AND INSURANCE

Indemnity 52.—(1) Subject to paragraph (2), a relevant director of the company or an associated company may be indemnified out of the company’s assets against—

(a) any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company or an associated company,

(b) any liability incurred by that director in connection with the activities of the company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Companies Act 2006),

(c) any other liability incurred by that director as an officer of the company or an associated company.

(2) This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law.

(3) In this article—

(a) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and

(b) a “relevant director” means any director or former director of the company or an associated company.

Insurance 53.—(1) The directors may decide to purchase and maintain insurance, at the expense of the company, for the benefit of any relevant director in respect of any relevant loss.

(2) In this article—

(a) a “relevant director” means any director or former director of the company or an associated company,

(b) a “relevant loss” means any loss or liability which has been or may be incurred by a relevant director in connection with that director’s duties or powers in relation to the company, any associated company or any pension fund or employees’ share scheme of the company or associated company, and

(c) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.

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EXPLANATORY NOTE BISCUITEER BAKING COMPANY LIMITED

INCORPORATED IN ENGLAND WALES WITH COMPANY NUMBER: 06069955 (“Company”)

Investors investing via Crowdcube (“Crowdcube Investors”) should read this explanatory note carefully before making any investment in the Company.

This summary is not exhaustive and should not be relied on as legal advice or investment advice. Crowdcube Investors should carry out their own due diligence on the Company and are advised to obtain independent legal advice before deciding to invest.

Articles of Association The Company has agreed to adopt the articles of association attached to the pitch (“Articles”) prior to the issue of shares to Crowdcube Investors. The Articles are the Crowdcube standard articles of association for two classes of shares, with the addition of the following wording at Article 12.3: “The creation of a new class of shares which has preferential rights to one or more existing classes of shares shall not constitute a variation of the rights of those existing classes of shares.” Potential investors should read the Articles carefully and in full. Options and Growth Shares At the completion of the Company’s Crowdcube round, the directors will be authorised to issue a specified number of further EMI options and growth shares. This authority will be included in the Articles circulated to Crowdcube Investors following the closure of the pitch. The issue of these further options and growth shares will not reduce the percentage equity in the Company held by Crowdcube Investors below the level stated on the pitch. Loan The Company has borrowed £100,000 from National Westminster Bank Plc (“NatWest Loan”). The interest rate is 3.34% per annum and the Company is required to repay the loan in 35 monthly instalments, which started on 10 November 2014. This NatWest Loan is secured by a debenture over the assets of the Company. Intellectual Property The trademarks used by the Company were originally registered in the personal names of Harriet Hastings (“HH”) and Stephen Congdon (“SC”), both directors and shareholders of the Company. Prior to the Company’s pitch becoming live on the Crowdcube website, HH and SC agreed to transfer all trademarks to the Company, for a payment of £1. This agreement includes an obligation on HH and SC to assist the Company with registering these transfers with the relevant international trademark registries. Completing these registrations in non-EU jurisdictions may take some time and not be completed by the time shares are issued to Crowdcube Investors.

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Connected Company Lease The property from which the Company operates is sublet to the Company by Stephen Congdon Restaurants Limited (company number 03053432) (“SCR”). HH and SC are both directors and shareholders of SCR. The Company has confirmed that SCR cross charges the rent to the Company and that SCR does not make any profit from this arrangement. If you have any queries about the documents or matters mentioned above, please do not hesitate to contact Harriet Hastings at [email protected].

Biscuiteer Baking Company Ltd

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