Oxford Capital Infrastructure EIS - Clubfinance

Best EIS Fund ManagerOxford Capital Infrastructure EISA tax efficient investment in infrastructure and energy related assets with income tax, capital gains taxand inheritance tax advantages under the Enterprise Investment SchemeInformation MemorandumManaged byOxford Capital Partners

WINNER Investor of the Year 2012WINNERBest EIS Fund ManagerInvestor of the Year (winner)New Energy Awards 2012Best EIS Fund Manager (winner)Enterprise Investment Scheme Association Awards 2010 & 2006Venture Capital House of the Year (finalist)Unquote Private Equity Awards 2010Equity Gap Fund of the Year (finalist)Investor Allstars Awards 2010, 2009 and 2008House of the Year Venture & Small Buyouts (finalist)The Private Equity Awards 2009Young Venture Capital Personality of the Year (winner - David Mott)Investor Allstars Awards 2006House of the Year (finalist)The Private Equity Awards 2006Venture Capital House of the Year (winner)Unquote Private Equity Awards 2005

ContentsMore information can befound at www.oxcp.comOverview 6Tax advantages and returns 8Investment strategy 10Investment management team 14Investment committee 15About Oxford Capital 16Relationship and reporting 18Investor services team 19Frequently asked questions 20Risk factors 21Governance & administration 24Investment management agreement 26Suitability questionnaire 33Application form 35

Important NoticeThis Information Memorandum (“Memorandum”) is issued on 30th January 2013 for the purposes of section21 of the Financial Services and Markets Act 2000 (“FSMA”) by Oxford Capital Partners LLP (“Oxford CapitalPartners” or “Oxford Capital”), which is authorised and regulated by the Financial Services Authority (“FSA”) ascompany number 585981 and whose registered office is at 201 Cumnor Hill, Oxford, OX2 9PJ.This Memorandum is issued solely for the purpose of seeking subscriptions from potential investors for aninvestment in the discretionary investment management service known as the Oxford Capital Infrastructure EIS.This Memorandum is provided to you on a confidential basis. You may not copy, reproduce or further distributethis Memorandum or any of its content to any other person at any time, nor discuss with any other person theproposal in this Memorandum without the prior written consent of Oxford Capital, other than for the purpose ofevaluating this investment opportunity.Oxford Capital has taken reasonable care to ensure that all facts stated in this Memorandum are true andaccurate in all material respects at the date stated on this Memorandum and that there are no other materialfacts, or opinions, which have been omitted, which would make any part of this Memorandum misleading.Oxford Capital accepts responsibility accordingly. However, where information has been obtained from thirdparty sources, Oxford Capital cannot accept responsibility for the completeness or accuracy of that informationand potential investors must form their own opinion as to the reliance they place on that information.You will need and be expected to make your own independent assessment of the Oxford Capital InfrastructureEIS and to rely on your own judgement (or that of your professional adviser) in respect of any investment youmay make in the Oxford Capital Infrastructure EIS and the legal, regulatory, tax and investment consequencesand risks of so doing.The Oxford Capital Infrastructure EIS will invest in unquoted securities. Such investments can be more riskythan investments in quoted securities or shares and market-makers may not be prepared to deal in them.Unquoted securities may be subject to transfer restrictions and may be difficult to sell. It may be difficult toobtain information as to how much an investment is worth or how risky it is at any given time. Investing inprivate companies may expose you to a significant risk of losing all the money invested. Before investing, youare strongly recommended to consult an authorised person specialising in advising on investments of the kinddescribed in this Memorandum.You should not invest in the Oxford Capital Infrastructure EIS unless you have taken appropriate financial advice.Oxford Capital, its directors and employees do not accept any liability for any direct, indirect or consequentialloss or damage suffered by any person as a result of relying on any information or opinions contained herein orin any other communication in connection with an investment in the Oxford Capital Infrastructure EIS exceptwhere such liability arises under the FSMA, regulations made under the FSMA or the FSA rules and may not beexcluded.Oxford Capital may promote the Oxford Capital Infrastructure EIS outside the United Kingdom (although thisMemorandum will not itself be considered to amount to an offer of an opportunity to invest in the OxfordCapital Infrastructure EIS in any jurisdiction in which the making of such an offer would for any reason beunlawful, either generally or in specified circumstances). However, any prospective investor outside the UnitedKingdom, prior to investing, is expected to assure him or herself of the consequences under the law of his/herplace of residence of an application to invest in the Oxford Capital Infrastructure EIS.Any application to invest in the Oxford Capital Infrastructure EIS may only be made and will only be acceptedsubject to the terms and conditions of this Memorandum (which includes the Investment ManagementAgreement contained in this Memorandum). In compliance with the provisions of the FSA Rules that implementthe EC Distance Marketing Directive, which will apply to you in circumstances where your subscription to investin the Oxford Capital Infrastructure EIS has not resulted from a face-to-face meeting with either Oxford Capitalor your own professional adviser, Oxford Capital specifically draws to your attention that you have a rightto cancel your subscription. Your rights in this respect are more fully set out in the Investment ManagementAgreement which forms part of this Memorandum.By receiving this Memorandum you agree to be bound by the foregoing conditions and restrictions.Investing in the Oxford Capital Infrastructure EIS is speculative and involves a significant degree ofrisk. The attention of prospective investors is drawn to the contents of the section in this documententitled “Risk Factors”.© 2013 Oxford Capital Partners LLP. All rights reserved.4 | Oxford Capital Infrastructure EIS

Welcome to Oxford Capital. As a pioneer of EIS funds we have beenoffering access to tax efficient investments for 14 years. We have oneof the most established EIS programmes and conform both to theletter and spirit of this Scheme which was established by Governmentto support investment in our new economy.Our team is arguably the most experienced in the management andadministration of EIS portfolios and provides a dedicated supportservice to our clients and their advisers. In 2011 Oxford Capital wasagain named ‘Best EIS Fund Manager’ and in 2012 we were voted as‘Investor of the Year’ at the New Energy Awards.With over a decade of experience in renewable energy investment,our team has deep understanding of investing in both infrastructurecompanies as well as emerging technology businesses. The strategyfor the Oxford Capital Infrastructure EIS is based on a strong trackrecord of investing in the sector, often working with industryspecialists - a model which Oxford Capital has favoured for sometime. This model most recently enabled investors with Oxford Capitalto invest in solar electricity generation companies which, collectively,have equipment located on over 2,000 rooftops in the south ofthe UK that attract the 25 year Feed in Tariff subsidies. OxfordCapital is now introducing an opportunity to invest in one or moreinfrastructure companies through a tax efficient structure. Thesecompanies will typically benefit from long term contracted revenuestreams with established customers which may also attract subsidies.Investors will benefit from the structure of this investment which isdesigned to provide an attractive risk-adjusted return to investors aswell as offering tax advantages under the EIS. The investment will berealised and proceeds returned to investors as soon as possible afterthe third anniversary.We are confident in our investment management and theopportunities that we can source for our investors, and would bedelighted to welcome you as a client.Edward Mott,Managing PartnerOxford Capital Infrastructure EIS | 5

OverviewOur objective is to deliveran attractive risk adjustedreturn by investing in oneor more infrastructurecompanies with theadditional benefits andprotections of EIS taxefficiency.Investment strategyOxford Capital’s strategy is to invest in a series of qualifying companieseach of which develop, own and operate a portfolio of infrastructureassets. Working closely with industry specialists, Oxford Capital will selectcompanies that are characterised by visible revenues and have long termcontracts with high quality customers. After the third anniversary of theinvestment, Oxford Capital will seek to arrange an exit for investors from thesale of the investment to a financial or strategic acquirer.Focus on infrastructure assetsOxford Capital will focus on infrastructure investments operating primarilyin the fields of energy efficiency, power generation and renewable energy.With rising energy prices, demand for greater efficiency and alternativesources of energy is expected to continue to rise in the long term.Risk mitigationOxford Capital is seeking to mitigate risks by investing in companies withexperienced management, visible revenues from contracts with high qualitycustomers and equipment warranties from key suppliers.Oxford Capital – the investment managerOxford Capital is an established investment manager with a strong trackrecord of investing in infrastructure and technology investments. The firmhas been investing in the sustainability sector for over 13 years and, throughits portfolio companies, is the largest operator of rooftop mounted solarpanels in the south of the UK. Its record and achievements have beenrecognised in 2012, when Oxford Capital was voted as ‘Investor of the Year’at the New Energy Awards. Oxford Capital pioneered the EIS fund structuresand continues to be one of the largest and most successful providers of EISinvestment opportunities. The firm was the first manager to be named ‘BestEIS Fund Manager’ twice.FeesInitial Fee: 2.5%Annual Management Fee: 1.5%Performance return:20% profit share6 | Oxford Capital Infrastructure EIS

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Tax advantages and returnsThe investment isstructured to capture taxadvantages under theEnterprise InvestmentScheme.Tax advantages available under the EIS are:• 30% income tax relief up to a maximum investment of£1,000,000 per tax year (6th April to 5th April) per individual(£2,000,000 for a married couple).• Capital gains tax deferral of unlimited gains invested in qualifyingcompanies within three years before and 12 months after the dateof investment.• Tax free gains. There is no capital gains tax liability on gains onthe disposal of shares which have been held for three years in EISqualifying companies, on which EIS income tax relief has beenobtained.• 100% inheritance tax exemption after each individual investmenthas been held for at least two years, provided the shares are held atthe time of death.• Income tax carry back relief. Investors can claim income tax relieffor the tax year in which they invest in the underlying companies,as well as the tax year immediately preceding the investment.This enables the investor to claim tax relief in the period(s) mostadvantageous to him/her.• Loss relief (providing total tax relief of up to 65%). A loss on anyqualifying investment in the portfolio, irrespective of the overallperformance of the portfolio, can be offset by individuals againstincome of the tax year of loss, or the previous year, or againstcapital gains (including against the tax liability that arises on therevival of the deferred gain) of the tax year of the loss and futureyears.Benefits of EIS investmentWith Income Tax Relief at 30% and Capital Gains Tax (CGT) at 28% theinitial cost of an investment of £100,000 into an EIS qualifying company caneffectively be reduced by £58,000 to £42,000, assuming that an investorcan benefit from both reliefs. Investors should note that any CGT deferredwill re-crystallise on exit. Investors should note that tax legislation may besubject to change.8 | Oxford Capital Infrastructure EIS

Our Investor Services teamwill help you with theadministration of your EISinvestments.Effects of EIS investment on investment returnsDate for claiming tax reliefThe relevant date for income tax relief, from a tax year perspective, is thedate on which an investment is made into a qualifying company, rather thanthe date of your subscription. The latest date you can file a claim for EISrelief is five years after 31 January following the tax year to which the claimrelates.EIS3 certificatesOn investment into a qualifying company our Investor Services team willapply on your behalf to HMRC for EIS3 certificates. The EIS3 certificateenables you to claim your income tax relief and capital gains tax deferral.These are typically sent to investors within 8 weeks of an investment,however if the company has only recently commenced trading, it must tradefor 4 months before the certificates can be applied for, so in this instancecertificates may take up to 6 months.Further informationOxford Capital does not give tax advice and recommends that you consult atax adviser if you are in any doubt about any of the technical aspects of theEIS legislation.For further information please contact us on 01865 860 760 or visit ourwebsite at www.oxcp.com.Oxford Capital Infrastructure EIS | 9

Investment strategyDeveloped with theobjective of achievingan attractive returnwhile mitigating risks.Oxford Capital has developed the Infrastructure EIS with the objective ofachieving an attractive risk-adjusted return. Investments in infrastructurecompanies can offer the benefits of visibility of long term income streamscombined with low operational overheads.In order to meet our investment criteria, companies must develop and hold aportfolio of infrastructure assets which have a low technology risk and benefitfrom industry standard protections such as installer guarantees, performancewarranties, equipment warranties and specialist insurance. They must also havelong term contracts with customers.Investing in qualifying assetsThe Oxford Capital Infrastructure EIS will invest up to £5 million into eachcompany. The Oxford Capital Infrastructure EIS will invest in a series ofcompanies, each of which will own a portfolio of different assets, respectingthe spirit of the EIS legislation. Individual investors will own a share of oneor more companies which will own and operate a portfolio of infrastructureassets.Working with industry specialistsThe benefits of working with established industry specialists is that, throughtheir network of industry contacts, they are able to help identify suitableinvestment opportunities, while also providing ongoing monitoring and supportservices to the investee companies in order to reduce risk.In conjunction with our industry specialists, Oxford Capital has alreadyidentified a pipeline of investment opportunities, using a variety of tried andtested technologies to reduce energy costs for their customers.10 | Oxford Capital Infrastructure EIS

Examples of theinvestment themesunder consideration forthe Infrastructure EIS.Energy efficiency measuresCompanies are facing rising electricity bills. Oxford Capital has identified arange of investment opportunities in companies which are seeking to deliversignificant cost saving to their customers by implementing energy efficiencymeasures such as replacing traditional lighting with LEDs. These measurescan generate savings of over 50% of existing energy costs.Solar PVRenewable Obligation Certificates (ROCs) were introduced by thegovernment to promote renewable energy generation. ROCs are requiredby licensed electricity suppliers to show that they are sourcing an increasingamount of energy from renewable sources. When suppliers do not havesufficient ROCs they can buy them from other generators or make apayment into a buy-out fund. Independent renewable energy generatorscan therefore sell their ROCs to licensed energy suppliers for at least thebuy-out price which is index linked for 20 years.Solar thermal heatingOxford Capital has identified companies that seek to deliver significantsavings to their customers by implementing solar thermal technology to heatwater for heating and other applications. Installing solar thermal solutionsacross a range of premises will generate significant cost savings and attract20 year subsidy through the Renewable Heat Incentive scheme.Combined heat and powerHospital trusts are under increasing pressure to save costs while preservingstandards of care. Through the installation of a range of energy savingequipment relating to lighting, heating and waste management significantsavings can be achieved. Companies installing and maintaining thisequipment share in these benefits through an annual contractual paymentbased on measurable savings to the trust.Waste management servicesAs landfill prices continue to rise, the need to recycle and divert wastefrom traditional dumps grows. Waste contracts with local authorities areoften long term and offer visible cashflows. Oxford Capital has identifiedopportunities to invest in companies that process waste and combine heatand power generation for local communities. Such capital investmentattracts government backed subsidies as well as long term income fromlocal authorities.Oxford Capital Infrastructure EIS | 11

Exit strategyReturning capital to investors in a timely manner is a high priority for OxfordCapital. It is anticipated that companies linked with long term contracts andsubsidies will be sold after the three year EIS holding period to a financialor strategic acquirer. It is not intended that dividend payments will be madeduring the EIS holding period as it is more tax efficient for investors todistribute capital as gains in an EIS-qualifying investment are tax free afterthree years.Potential acquirers may include utility companies or long term financialinvestors such as pension funds or infrastructure investors. Acquirers of theassets will typically benefit from:• a long term income stream• protection against rises in inflation where income is index-linked• at least three years of historical data relating to the performance ofthe infrastructure assets increasing the visibility of future returnsNo debtThe Oxford Capital Infrastructure EIS will not take on any leverage to acquireassets. This has the dual benefit of reducing risks as there will be no chargesover the assets or cashflows and capital can be invested more rapidly asthere are no other financing parties involved in each transaction. The use ofdebt may be considered after acquisition in order to facilitate the return ofcapital to investors.Life of the investmentIn order to secure the EIS tax benefits, each investment must be held forthree years.Investment decisionsAll investment decisions are made by Oxford Capital’s InvestmentCommittee. Investment proposals examine each investment opportunity indetail and pay particular attention to the potential risks in the business andhow they can be mitigated.Ethical investingOur investment strategy favours opportunities which serve society and theenvironment. All investment proposals are considered for their potentialbenefits according to three criteria: economic, social and environmental.12 | Oxford Capital Infrastructure EIS

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Investment management teamThe investment management team has more than 50 years of relevant experience.David Mott, Managing PartnerDavid co-founded Oxford Capital. David leads the firm’s investment and portfoliomanagement activities across both growth capital and infrastructure investments.During his career as an investment manager, he has led numerous investment and exittransactions, including both IPOs and acquisitions. His investment focus is on the digitalmedia, mobile and sustainability sectors. He previously worked with Result Ventures wherehe specialised in supporting technology companies in their international expansion. Prior tothis he worked with PricewaterhouseCoopers in corporate finance. His early career was asan equity analyst with Jardine Fleming in Asia and later with Deloitte & Touche in Londonwhere he trained as an accountant. David has a BA in Economics and Japanese from theUniversity of Durham and speaks French, German and Japanese. David is a passionatecollector of contemporary art, avid competitor in triathlons and polar marathon runner.Andrew Sherlock, PartnerAndrew is a Partner at Oxford Capital and is a member of the Investment Committee. Hehas over 15 years of experience in smaller company investments and transactions withCazenove, Goldman Sachs and latterly as Managing Director at Dresdner Kleinwort, wherehe was Head of Small Cap Equities. Previously Andrew qualified as a chartered accountantwith PwC and subsequently worked for a number of years in industry with Mars in Russiaand Procter & Gamble in the UK. Andrew read Economics and Politics at the University ofDurham.Oliver Hughes, Senior Investment Manager, InfrastructureOliver is responsible for leading infrastructure investments at Oxford Capital. Oliverhas been working in the finance industry for over 15 years. He started his career withBaring Brothers and consequently ING Barings. After an initial period based in London,Oliver spent over 10 years in Asia focusing primarily on the structured finance markets,developing and designing complex asset backed transaction structures in a variety of assetclasses and new legal jurisdictions. While continuing to maintain a focus on the structuredfinance side of the markets, more recently, Oliver has been actively developing renewableassets with a specific focus on Solar PV and Wind. Oliver has a degree in Zoology fromOxford University and is a keen sailor, cyclist and triathlete in his spare time.Sebastian Miller, Investment AssociateSebastian is part of the investment management team, sourcing and screeningopportunities in the renewables, energy efficiency and infrastructure sectors. He receiveda BA in Economics & Management from Oxford University and did research at the SaïdBusiness School in the field of Strategic Management. Outside of the office, Sebastian is akeen chef and enjoys travelling with sub-Saharan Africa his next target.Lucy Dighton, Partner, Finance & OperationsLucy coordinates the resources of the firm through managing the operations,administration, finance, technology and compliance functions. Lucy trained as a healthcareanalyst with Oxford Capital and previously gained experience in technology managementwith Synaptics UK, a spin-off from Scientific Generics in Cambridge. Lucy graduated fromthe University of Oxford with a BA in Physiological Sciences and is a chartered member ofthe Institute for Securities and Investment. In her spare time Lucy enjoys working on herallotment and scuba diving.14 | Oxford Capital Infrastructure EIS

Investment CommitteeInvestment decisions are made by Oxford Capital’s Investment Committee whohave over 100 years of experience in investment management and industry andwho have worked together for many years.Edward Mott, Managing PartnerEdward co-founded Oxford Capital in 1999 with the intent of broadening the accessto private equity to wealthy families and corporations around the world as well as toinstitutional investors. He chairs the Investment Committee at Oxford Capital. With over30 years of experience as a business leader, practical manager, investor and companydirector, Ted has worked with both mature listed businesses and younger high growthcompanies across a multitude of sectors. He has also been actively involved in a widerange of infrastructure projects. Following an early career in the US with Corning Glass Inc.where he was involved with the first commercialisation of fibre optics, he then pursueda career in investment banking with American, European and Asian banks in corporatefinance, emerging markets and structured finance, before heading HSBC’s capital marketsdivision based in Hong Kong. He later served the wealth manager GAM in London withresponsibility for both institutional and private clients before founding Oxford Capital. Ted isa graduate of the University of Cambridge and an INSEAD MBA and is fluent in French andGerman. Ted is also a keen sailor and gardener.Robin Hill, Investment AdviserRobin is a member of the Investment Committee. He is a chartered accountant and anexperienced executive, director, consultant and company doctor, specialising in advisingcompanies in change situations, most recently including high technology companies in thecommunications and digital equipment industries. He has led an international career in theUSA, Europe and Australia. He was President of Spembly Inc in California, a US medicaldevices company, for which he built the North American marketing operation. He has sincebeen Special Adviser to a large digital media company, Director of the PharmaceuticalSociety of Great Britain, CFO of a major international professional services firm and Adviserto World Bank projects.Simon Mansfield, Investment AdviserSimon is an Advisor to Oxford Capital and a member of the Investment Committee.Following a successful career with Goldman Sachs, Simon now manages an internationalportfolio of private and public equity, bonds and venture capital investments through hisfirm, SM Investments. He also provides consultancy and board services to a number ofcompanies. Simon was a Partner at Goldman Sachs where he was co-head of the EuropeanSpecial Situations Group (ESSG), responsible for proprietary investments including a largeportfolio of turnaround, venture capital and private equity investments, throughout Europe,Middle East and Africa. Simon joined Goldman Sachs in 1999 in Fixed Income, Currencyand Commodities to set up a broker-dealer of distressed bank debt and bonds. In 2003 heco-founded the ESSG. During his earlier career, Simon worked as a managing director forBankers Trust Company heading up distressed trading in Asia and Japan. Simon earned adegree in civil engineering from Fitzwilliam College, Cambridge UniversityColin Watts, PartnerColin is a Partner at Oxford Capital and is a member of the Investment Committee. Hebrings to the team a combination of deep market knowledge gained in industry andextensive transactional experience gained as a corporate investor and as a partner of twointernational venture capital firms. Previously Colin has held investment managementpositions with Cisco Systems Inc, DFJ ePlanet and TLcom Capital where he invested over £60million across 12 companies. This portfolio achieved 4 IPO’s and 6 M&A transactions worthin excess of £3bn. Colin graduated from Nottingham University with first class honours inElectrical and Electronic Engineering.David Mott and Andrew Sherlock also sit on the Investment Committee.Oxford Capital Infrastructure EIS | 15

About Oxford CapitalEstablished in 1999,Oxford Capital hasestablished a longrecord of investing ininfrastructure companies.The firm ranks amongstthe most experienced inits sector and has beenrecognised througha number of industryawards.Experience and depth of knowledgeEstablished in 1999, Oxford Capital has established a long record ofinvesting in international growth companies. With over £70 million of assetsunder management, Oxford Capital has made over 100 investments in 35companies and currently manages a portfolio of 25 companies. OxfordCapital has led over half of all these investments and its portfolio companieshave attracted over £200 million of funding from over 50 institutionalinvestors. Oxford Capital is a MiFiD regulated firm and is authorised by theFSA.Experienced solar and infrastructure investorTo date Oxford Capital has invested in 10 solar energy generationcompanies which collectively operate 2,000 individual solar installations,primarily in the south of the UK. All installations used high quality solarpanels, manufactured in Germany.Oxford Capital has established relationships with a network of industryspecialists who assist in identifying, evaluating and monitoring investmentopportunitiesOver 13 years of investing in the renewable energy sectorOxford Capital started investing in the sustainability sector in 1999 and hascontinued to be an active investor in this field ever since. With extensiveexperience of investments in renewable energy, power generation, wastemanagement, energy efficiency and environmental solutions, Oxford Capitalis recognised as one of the leading investors in the sector. Oxford Capital’sinvestment professionals have been advisers to the Government and to theEU in the field of sustainability and regularly speak at industry events.Specialist EIS investment managerHaving pioneered EIS funds in 1999, Oxford Capital is recognised as oneof the most experienced managers of EIS investments. It has developeda number of its own procedures and tools aimed at mitigating risk andenhancing return on investments as well as assisting with the administrationof investments.Past performance is not a guide to future performance.16 | Oxford Capital Infrastructure EIS

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Relationship and reportingWe strive for thehighest level of serviceand to build long termrelationships withinvestors. Many of ourinvestors are experiencedbusiness people who arethemselves investmentmanagers, entrepreneurs,corporate executives,leaders of charitableorganisations orprofessional advisers andoften contribute valuableinsights.How does it work?• You start by completing the application form and sending it to uswith supporting subscription documents and a cheque.• Monies are held by the third party FSA authorised custodian.• Any initial adviser charge or non-advised administration fee will bededucted from your subscription prior to making any investments.• Oxford Capital will invest your subscription into one or morecompanies.• We send you a contract note and a description of each investment.• We send you an EIS3 form to claim tax advantages.• We will monitor and work with the company during the life of theinvestment.• Each time an investment is realised, we make a distribution ofproceeds to you. Exit proceeds are not reinvested.Investor servicesDuring your investment period, our dedicated Investor Services team offerssupport and information about your investment.We provide investors with:• Annual audit and report.• Prompt issuance of EIS3 certificate.• Access to Investors section of Oxford Capital website with investeecompany information, EIS Management tax planning tools, Minutesof Investors’ Committee meetings and in-house research.The Investors’ CommitteeThe Investors’ Committee oversees the governance of the Oxford Capitalfunds and offers guidance in relation to any conflicts of interest that OxfordCapital may identify.The Investors’ Committee comprises a number of investors whosebackgrounds include both investment management and industry. TheCommittee meets every quarter and minutes of the meetings are accessibleto all investors via our website.Valuation principlesAll investments in the Oxford Capital Infrastructure EIS will be valuedaccording to best practice as set out under the International Private Equityand Venture Capital Valuation Guidelines. The overriding principle of thesevaluation guidelines is to show a fair valuation of the investment to theinvestors based on what would be a fair transaction between informedparties at arm’s length. Prudence is a central concept of the valuationguidelines. All investments are valued on a half-yearly basis.18 | Oxford Capital Infrastructure EIS

Investor Services teamInvestor ServicesWill Laws, Manager, Investor ServicesWill is responsible for Investor Services and Communications. He startedhis career with PricewaterhouseCoopers, where he qualified as a charteredaccountant before moving into business development. He then joined theresearch team of Fast Track, an Oxford company which publishes leaguetables of fast-growth businesses in The Sunday Times. Most recently,he worked as commercial manager for the communications technologycompany Wireless Logic. He has a philosophy degree from the Universityof Durham, and outside work his interests including running, reading andcinema.John Gale, Investor Services AssistantJohn is responsible for private client services and assists with corporatemarketing and communications. He graduated in Engineering from BrookesUniversity in Oxford and has a background in administrative support andcustomer service. John’s interests outside the office include climbing, hillwalkingand photography.Lucy Foster, Head of Investor ServicesLucy is responsible for Investor Services and is also responsible formarketing and communications. Previously Lucy worked at Ennismore FundManagement, a hedge fund investing in European smaller companies. Lucybegan her career working in private client services at Union Bancaire Priveeand Morgan Stanley. Lucy graduated from Durham University with a BA inFrench. In her spare time Lucy enjoys playing tennis and golf and is a keenskier.Client servicesJames Faulkner, Manager, Private ClientsJames is responsible for strengthening and extending Oxford Capital’sfundraising capability and works principally with our private investors andtheir advisors. With over 20 years experience of business development andrelationship management, James most recently worked with PricewaterhouseCoopers.James has a Diploma in Business Administration & Managementfrom the Open University Business School. In his spare time, when he’snot walking the family dog, James enjoys keeping fit and regularly competesin triathlonsSimon Ruthers, Manager, Private ClientsSimon works with private clients and their advisers to access Oxford Capital’sinvestment programmes. He brings considerable experience of investmentstructure, tax and wealth management strategies. With over 15 yearsexperience of the wealth management sector, Simon started his career withRothschild Asset Management in Guernsey and most recently work for St.James’s Place Wealth Management. Simon graduated from BournemouthUniversity with a BA (Hons) in Financial Services and is an Associate of thePersonal Finance Society. In his spare time, when not spending time with hisyoung family, Simon enjoys motorsport and photography.Oxford Capital Infrastructure EIS | 19

Frequently asked questionsQ. How can I check the progress of my investment?You will receive an annual report each year as at 5th April. We sendyou a valuation statement and a cash statement every 6 months asat 5th October and 5th April which shows the acquisition price andcurrent value for your investment.Q. What is the minimum I can invest?The minimum investment by an investor, after deduction of any initialadviser charge, is £25,000 and there is no maximum.Q. How long will it take to invest my subscription?Subject to certain provisions, you will be included in the nextinvestment which takes place after the date of your subscription.Subject to the level of subscriptions received by the Fund, yourinvestment may be spread across one or more companies. Investmentswill be made in the 2012/13 tax year. This will enable income tax reliefto be claimed in either the 2011/12 (via EIS carry back relief) or the2012/13 tax year.Q. What happens to my money when it is waiting to beinvested?During this time your money is held in a personal segregated accountin your name and accrues interest at 1% below the Bank of ScotlandBase Rate or 0% (whichever is higher) which is credited to youraccount.Q. What happens if I die while invested?In the event of the death of an investor we will return any un-investedcash to the Executors. Normal practice is to transfer any holdingsinto the names of the Executors or the beneficiaries of your will.Investments you have held for at least two years are, under currentlegislation, exempt from Inheritance Tax.Q. When do I get my tax advantages?Tax advantages can only be claimed once an investment is made intoan underlying investee company, rather than when you make an initialsubscription to the Oxford Capital Infrastructure EIS.Q. How do I claim my EIS tax advantages?If you have informed us that you wish to claim EIS tax advantages wewill issue you with an EIS3 certificate following your investment intoa company. This certificate can be used to claim your income tax andcapital gains tax benefits.If you prefer, we can arrange for this certificate to be sent directly toyour accountant or adviser for ease of administration.Q. Can Oxford Capital facilitate the payment of advice feesto my adviser?Oxford Capital is able to facilitate the payment of any adviser chargesarising in connection with this investment. This will be deductedor witheld at the outset and will reduce the amount available forinvestment and the associated tax reliefs. Please note that if youradviser charges fees subject to VAT, we cannot cover the VAT elementand you will remain responsible for this.20 | Oxford Capital Infrastructure EIS

Risk factorsPrior to investing,investors should seekappropriate advice fromtheir professional advisers.Risks relating to the Oxford Capital Infrastructure EISInvestors should be aware that exposure to unlisted companies (includingEIS qualifying companies) carries with it a high degree of inherent risk. Anumber of risks are considered below. This list is not exhaustive and maybe affected by specific events or issues impacting on a particular investeecompany or the personal circumstances of a particular investor.An investment in the Oxford Capital Infrastructure EIS should only beconsidered by prospective investors who understand and accept each of thefollowing:An investment in the Oxford Capital Infrastructure EIS should be considereda medium to long term investment which is not subject to negotiability likelisted securities. It is anticipated that individual investments will be realisedfollowing the third anniversary of the date of acquisition, but this periodcould be longer.Investments will be made in companies whose securities are not traded onany public market or exchange. Accordingly it is unlikely that an investor(or Oxford Capital on their behalf) will be able to sell any part of theirinvestment prior to the investment being realised as a whole.A company may fail and its securities may be sold for substantially lessthan their acquisition cost or those securities may have no market atall. Accordingly, investors may potentially lose the total amount of theirinvestment and should therefore only consider investing if this is a risk theycan afford to bear.Investee companies can be dependent on the skills of a small group of keyexecutives or partners, the loss of which may be particularly detrimental tothose companies.Subsidies, such as the Renewable Heat Incentive or Renewable ObligationCertificates, may be changed or abandoned by the current or futureGovernment. Whilst it is unusual for government legislation to have aretrospective effect, this can happen.Oxford Capital Infrastructure EIS | 21

The company must be trading for 4 months before an application to HMRCfor EIS certificates can be made, so if the company is recently incorporatedthere may be a requirement to wait until the submission can be made.Your attention is drawn to Oxford Capital’s Conflicts Policy (see page 24).Oxford Capital is committed to fair allocation of investment opportunitiesbetween different investors, but it retains discretion to allocate eachopportunity between investors as it deems most appropriate, and this canresult in a marginally lower or higher proportionate allocation to you ofinvestment opportunities.In accordance with its duties under FSA Rules, Oxford Capital will provideinvestors with periodic valuations of the investments in their portfolios.These will be prepared in accordance with standard practice in the privateequity industry for valuation of these types of investment. No valuation is awarranty that the investment in question can be realised for the value stated(or at all).Operating and financing risksThe investments will be subject to risks associated with infrastructure assets.Energy savings may fluctuate depending upon a number of factors andas such annual revenue may experience variations. This may influence thereturns that are achievable when companies are sold.There is a risk that we are unable to identify suitable investmentopportunities. This may result in delays in capital deployment.Where a portfolio company uses the capital invested to acquire newequipment, any delay in its supply may adversely affect installation timelinesresulting in fluctuations in annual revenues.Investments will only be made where Oxford Capital believes that anyrelevant counterparties are, and will remain, financially strong but suchjudgments on the part of Oxford Capital necessarily involve risk anduncertainty because they relate to future events and circumstanceswhich may affect the financial strength of counterparties. It is possiblethat counterparties could go bankrupt or be unable to meet guaranteeobligations. If a counterparty collapses or if its financial strength deterioratesthen any guarantee obligations to an investee company may becomeworthless and invalid.The Oxford Capital Infrastructure EIS may invest in companies which areinvolved in projects related with lease termination dates equal to or longerthan the contract term. Potential early termination of site contracts mayhave an adverse impact on the Fund’s financial condition or results.Effective maintenance and monitoring of energy generation is key toensuring that income from subsidies or grants is realised in a monthly or aquarterly manner. Ineffective monitoring by investee companies could resultin loss of revenues.22 | Oxford Capital Infrastructure EIS

Oxford Capital will work with one or more industry specialists to identify,evaluate and monitor investment opportunities. Any dispute arising betweenOxford Capital and an industry specialist may have a material impact onreturns.Increases in interest rates or falls in the Retail Price Index could reduce thereturns available from investments in infrastructure assets.Investee companies may incur unplanned costs and delays as a resultof statutory and regulatory requirements, including those imposed byenvironmental, safety, labour and other regulatory and political authorities,or where construction operations do not proceed as planned. In addition,companies may be exposed to risks where insurance is inadequate or whereinadequate reserves have been established, arising out of the presence ofcertain construction materials, force majeure acts, terrorist events, or otheroperating risks.Additional for investors seeking tax advantagesProspective investors who wish to receive the benefit of any of the taxadvantages are encouraged to seek advice from their tax, professional orfinancial advisers with regard to their personal circumstances, and shouldunderstand and accept each of the following:• Representations in this Memorandum with respect to taxadvantages relate to the generic position of a UK-resident individualtax payer and do not amount to tax advice to any person.• Tax legislation and HM Revenue & Customs practice are subject tochange at any time and the tax advantages may be amended orwithdrawn.• Any loss of EIS qualifying status by an investee company or changein the investor’s personal circumstances may lead to the loss of theinvestor’s tax advantages (in relation to a specific investment orgenerally). No guarantee can be given that any or all investmentswill qualify, or continue to qualify, for the tax advantages.• Oxford Capital shall not be liable for any loss incurred by an investorin relation to value received (as defined in s226(1) Income Tax Act2007) by any person from any investee company or as a result of achange in circumstances of an investee company at any time.• Oxford Capital retains complete and sole discretion to realise anEIS investment at any time (including within the three year periodfrom the date of the investment) that it considers appropriate in theinterests of investors. In such case, some or all of the tax advantagesrelating to that particular investment will be lost. In making such adisposal, Oxford Capital is not obliged to take into account the taxposition of investors (individually or generally).Oxford Capital Infrastructure EIS | 23

Governance & administrationOxford Capital placesstrong emphasis onthe importance ofgovernance, reportingand transparency.Oxford Capital Infrastructure EIS structureThe arrangements described in this Information Memorandum relate to theoffering by Oxford Capital of an investment management service conducted ona discretionary basis. This service will be conducted subject to the terms of theInvestment Management Agreement. By agreeing to subscribe to the OxfordCapital Infrastructure EIS, the investors appoint Oxford Capital to invest theirsubscriptions on a discretionary basis into one or more companies selected byOxford Capital. The minimum subscription from an investor, after deductionof any initial adviser charge, is £25,000 and there is no maximum subscription.Oxford Capital will aim to invest in EIS qualifying companies.The Oxford Capital Infrastructure EIS is not a legal entity, nor is it consideredto be a collective investment scheme (as defined in section 235 of the FinancialServices and Markets Act 2000).An investor will only be allocated an interest in a company if, at the time suchinvestment is made, their application has been accepted by Oxford Capital andby the Custodian.Adviser RemunerationOxford Capital is able to facilitate the payment of adviser charges arising inconnection with this investment. This will be deducted or witheld at the outsetand will reduce the amount available for investment and the associated taxreliefs. Please note that if your adviser charges fees subject to VAT, we cannotcover the VAT element and you will remain responsible for this.Non-advised investment feeFor investors who are making an investment via an execution only brokeror have applied directly to the Fund Manager, there is an additional 2% feewhich is deducted prior to the subscription being invested into the investeecompanies. Investors should note that they will receive EIS tax advantages onthe net subscription following the deduction of this 2% fee.Investment administration for investorsAll investments made on behalf of investors will be held on behalf of eachinvestor (but subject to instructions from Oxford Capital) by a Nomineeunder arrangements that enable each investor’s entitlements to be separatelyidentified. Investors will receive a form EIS3 following a qualifying investment.This form will enable qualifying investors to claim certain tax advantages.Your investment is personal and may not be transferred.24 | Oxford Capital Infrastructure EIS

Fees and expensesOxford Capital will charge investee companies an initial fee of 2.5% and an annualmanagement fee of 1.5% of each subscription amount. Oxford Capital will be entitledto a performance return equal to 20% of the profit achieved by each investor’saccount, payable at the time that the full amount of the investor’s subscription capitalhas been repaid.Standard fees of the Custodian (as set out in the Investment Management Agreement)will be charged directly to the investee companies. Administration costs may also becharged by Oxford Capital to investee companies.Conflicts PolicyOxford Capital, in accordance with FSA rules, operates its business in such a way asto minimise the occurrence of conflicts of interest and to enable it to resolve suchconflicts where possible. Oxford Capital maintains a written Conflicts Policy, a copy ofwhich is available upon request.Oxford Capital Infrastructure EIS | 25

Investment management agreementThese are the terms and conditions on which Oxford CapitalPartners LLP (“Oxford Capital” or “we” or “us” or “our”),will manage your investment portfolio as part of the OxfordCapital Infrastructure EIS (“Oxford Capital Infrastructure EIS”).Oxford Capital is authorised and regulated by the FinancialServices Authority, whose address is 25 The North Colonnade,London E14 5HS. In accordance with FSA Rules Oxford Capitalproposes to treat you as a Retail Client. Unless otherwiseagreed, Oxford Capital will communicate with you in English.You may contact Oxford Capital, and Oxford Capital maycontact you, by telephone and in writing and by email.1. Definitions1.1 The following terms shall have the following meanings inthis Agreement:‘this Agreement’ this Investment Management Agreement;‘Application Form’ the application form attached to theMemorandum;‘Conflicts Policy’ our policy on managing conflicts of interest;‘the Custodian’ The Share Centre Limited, which is authorisedand regulated by the FSA;‘Execution Policy’ our execution policy (as set out in theMemorandum), pursuant to which we will seek to obtainbest execution of investment transactions under thisAgreement;‘Financial Adviser’ - an adviser who is authorised andregulated by the FSA;‘Net investment’ your Subscription minus any Initial AdviserCharge payable pursuant to clause 8;‘FSA’ the Financial Services Authority (or any successorregulator);‘the FSA Rules’ all relevant rules and regulations made by theFSA (or any successor regulator) from time to time whichaffect our performance of this Agreement;‘Initial Adviser Charge’ the amount payable, disregardingany VAT which may also be payable, to your FinancialAdviser in respect of the advice that you received whenarranging this investment;‘the Memorandum’ the information memorandum publishedby us in January 2013 in relation to the raising of fundsfor subscription to the Oxford Capital Infrastructure EIS;‘the Nominee’ Share Nominees Limited, which is an associateof the Custodian;‘Performance Return’ our entitlement to 20% of theproceeds of the realisation of investments in yourAccount after repayment to you of your Subscription(which if taken or deemed to be taken as a fee, shall bearVAT at the prevailing rate);‘Qualifying Company’ a company which is a qualifyingcompany for the purposes of the Enterprise InvestmentScheme;‘Start Date’ the date upon which you first invest in OxfordCapital Infrastructure EIS;‘Subscription’ the total gross amount subscribed by you inaccordance with the terms of the offer set out in theMemorandum;‘your Account’ the aggregate of:(a) all investments which we make under the terms ofthis Agreement in your name; and(b) all cash subscribed by you (after deduction ofexpenses and charges)‘Tax Advantages’ the various tax benefits that may beavailable for eligible persons arising from subscriptions forshares in Qualifying Companies which are investments inyour Account1.2 Where this Agreement uses and defines a term that isalso used in the Memorandum, the definition in thisAgreement prevails.1.3 Words and expressions defined in the FSA Rules which arenot otherwise defined in the Agreement shall, unless thecontext otherwise requires, have the same meaning inthis Agreement.1.4 Any reference to a statute, statutory instrument, rules orregulations are taken to refer to such statute, statutoryinstrument, rules and regulations amended, re-enactedor replaced from time to time and to any codification,consolidation, re-enactment or substitution thereof asfrom time to time in force.2. Agreement2.1 This Agreement comes into force on the Start Date (or,if later, the date on which we complete any relevantprocedures for the verification of your identity etc.,in accordance with prevailing anti-money launderingregulations).2.2 By completing, signing and dating the Application Form,you:(a) appoint us as manager of your Account;(b) appoint the Custodian to act as custodian ofinvestments in your Account; and(c) agree to the terms of this Agreement.2.3 If you entered into this Agreement without face-to-facecontact with either a representative of Oxford Capital oran Financial Adviser authorised by the FSA, then underthe terms of this Agreement, you have the right to cancelthis Agreement for a period of up to 14 days from theday on which the Custodian accepts your ApplicationForm. In this regard, you are advised that:(a) in order to cancel this Agreement, you mustensure that your written instructions to cancel aredispatched to the Custodian before the expiry of the14 day cancellation period;(b) if you cancel in accordance with (a), we will arrangefor the return of your Subscription (but may deductout-of-pocket expenses incurred in relation toyour application to invest), and will use reasonableendeavours to do so within 30 days of receipt ofyour written instructions to cancel; and(c) the cancellation right under this clause 2.3 appliesonly to this Agreement, and does require us to cancelthe making of any investment which may alreadyhave been made for your Account.2.4 We are entitled in our discretion to reject (in part or infull) your application to invest.26 | Oxford Capital Infrastructure EIS

3. SubscriptionsThere is no maximum amount that you may subscribeto be managed in accordance with this Agreement. Theminimum amount that may be subscribed to OxfordCapital Infrastructure EIS, after deduction of any InitialAdviser Charges, is £25,000. Until the Start Date, yourNet investment will be held in an interest-bearing clientbank account in the name of the Custodian.4. Investment management4.1 We will manage your Account on the terms set out in thisAgreement.4.2 We expect to invest your Net investment into one ormore qualifying companies during the tax year 2012/13.It is therefore possible that your Account will containInvestments acquired by Oxford Capital at the same timeas it invests monies subscribed by investors subscribing tothe Oxford Capital Infrastructure EIS in relation to futurefundraisings organised by Oxford Capital on or after theopening of subscriptions under the fundraising to whichthe Memorandum relates. For the avoidance of doubt,Oxford Capital confirms that any such Investments:(a) will continue to be made subject to the terms of thisAgreement; and(b) will conform to the investment objectives of theOxford Capital Infrastructure EIS, as set out in theMemorandum.You are advised, however, that it is possible that moniessubscribed to the Oxford Capital Infrastructure EIS willnot be invested for some time after subscription, andthat as a result, certain of the Tax Advantages may notapply until such later date or dates upon which moniesare invested for your account in accordance with thisAgreement.4.3 Subject to this Agreement (and in particular but withoutlimitation clause 4.4 below) and the Memorandum,we will exercise all discretionary powers in relation tothe selection of, or the exercising of rights relating to,investments for the account of your Account (includingthe execution of contracts on your behalf). We shall not,except as expressly provided in this Agreement or unlessotherwise authorised, have any authority to act on yourbehalf or as your agent.4.4 You shall retain the right to exercise or direct the exerciseof all voting and other rights attaching to the investmentsin which you have an interest in your Account other thanin relation to the issue of new shares of any class by anyinvestee company; rights issues; share subdivisions andconsolidations; share conversions; and/or share transfers(whether for shares and/or cash);(“Excepted VotingRights”). We shall have discretion to exercise (or not asthe case may be) the Excepted Voting Rights. If your voteis required in relation to any shares held in your Accountin relation to a matter not covered by the definition ofExcepted Voting Rights we will request your guidanceas to how you wish your vote to be exercised and shalldirect the Nominee to vote in accordance with the wishesof the majority (by investment amount) of those investorswho respond.4.5 In performing our functions, we shall have regard toand shall comply with, the investment objective and theinvestment restrictions applicable to the Oxford CapitalInfrastructure EIS. However, you accept that:(a) the Memorandum sets out investment objectiveswhich are not limited to the acquisition of securitiesissued by Qualifying Companies;(b) no guarantee can be given that a QualifyingCompany will retain such status throughout the lifeof the Oxford Capital Infrastructure EIS; and(c) we shall have the discretion to realise a security issuedby a Qualifying Company in circumstances that mayaffect or remove the Tax Advantages attached tosuch Investment where we believe that to do so is inthe overall best interests of all investors in the OxfordCapital Infrastructure EIS.4.6 We have categorised you as a retail client for FSA Rulespurposes and accepted your application to invest inthe Oxford Capital Infrastructure EIS on the basis of anassessment of this investment as suitable for you. Thatassessment has been conducted either (a) through yourhaving provided us with information in the suitabilityquestionnaire accompanying the Memorandum or (b)with the benefit of appropriate information from afinancial adviser representing you. We will rely on thisinformation in assessing the suitability of the investmentfor you. Investments made for the account of yourAccount will be deemed to be suitable for you as aninvestor in light of the fact that they are suitable for theinvestment objectives of the Oxford Capital InfrastructureEIS as a whole, against which your suitability asan investor in the Oxford Capital Infrastructure EISis assessed on subscription to the Oxford CapitalInfrastructure EIS.4.7 In the event of a gradual realisation of investments inyour Account prior to termination of the Oxford CapitalInfrastructure EIS under any provision of clause 13, thecash proceeds of realised investments, if not distributedpromptly as anticipated, may be placed on deposit orinvested in government securities or in other investmentsof a similar risk profile.5. Compliance with FSA Rules and otherapplicable provisions5.1 In effecting transactions for your Account, we will act inaccordance with the FSA Rules and will ensure that bestexecution is sought at all times, in accordance with theExecution Policy. Subject to such assurance, investmentsfor your Account may be made with such counterpartiesas we consider fit.5.2 Transactions on a market, exchange or trading facility willbe effected in accordance with the rules and proceduresof that market, exchange or trading facility, as well asthose of the clearing house through which they arecleared. If there is any conflict between the provisions ofthis Agreement and any such provisions, the latter shallprevail.5.3 Subject to the FSA Rules and the Execution Policy,transactions for your Account may be aggregated withOxford Capital Infrastructure EIS | 27

those of other customers, and of our employees andof associates and their employees. Investments madepursuant to such transactions will be allocated on afair and reasonable basis in accordance with the FSARules and endeavours will be made to ensure that theaggregation will work to your advantage, but you shouldbe aware that the effect of aggregation may work onsome occasions to your disadvantage.5.4 In general, the number of shares in a Qualifying Companyallocated to you will be calculated with reference tothe proportion of your Net investment pro rata to theaggregate of net investments of other subscribers intoa qualifying company. Minor variations in the allocationmade on behalf of your Account may occur in order toenable investors to hold whole shares or other securities.5.6 We will act in good faith and with due diligence in ourchoice and use of counterparties but shall otherwise haveno responsibility for the performance by any counterparty(including the Custodian) in respect of that counterparty’sobligations.5.7 Proceeds of a sale of an investment are only payable toyour Account and investments are only receivable by yourAccount when settlement with the market or a relevantcounterparty is effected in full. Where settlement witha relevant counterparty in respect of a transaction is noteffected in full, you will, as against all other Investors inthe Oxford Capital Infrastructure EIS whose transactionswere effected for settlement with the relevantcounterparty:(a) if purchasing Investments, be entitled to Investmentsactually delivered by the relevant counterparty andthereafter to a cash sum from the client settlementbank account equal to the whole or relevant partof the sum debited to the account in respect of therelevant Investments; and(b) if selling Investments, be entitled to cash actuallypaid to such relevant counterparty and thereafterto Investments held by the Nominee in the nominalvalue of the bargain made for the Investor.6. Custody6.1 By virtue of this Agreement and the Custodian’s Terms ofBusiness, the Custodian will arrange for the safekeepingof investments and cash comprised in your Account fromtime to time, and for the settlement of transactions,collection of income and the effecting of otheradministrative actions in relation to your Account. Wehave assessed the Custodian in accordance with the FSARules to ensure that it is an appropriate person to carryout its functions under this Agreement.6.2 All investments in your Account will be registered in thename of the Nominee. They will therefore be beneficiallyowned by you at all times, although the Nomineewill have the legal title thereto and will hold any titledocuments (or other documents evidencing title to theinvestments).6.3 Neither Oxford Capital nor the Custodian may lend yourAccount’s investments or title documentation to a thirdparty or borrow against the security of such investmentsor documents.6.4 The Nominee will hold any title documents or documentsevidencing title to the Investments. Individual customerentitlements will not be identifiable by separate certificateor other physical document of title or external electronicrecord. In the event of an irreconcilable shortfall were theNominee to default, all those investing in Oxford CapitalInfrastructure EIS will share in that shortfall pro-rata totheir Net investments. On occasion, investments may beused to settle another person’s transaction, which will notaffect the Custodian’s record of your entitlements. TheCustodian may deliver or accept delivery of certificatesand/or CREST balances on behalf of the Nominee.The Custodian accepts responsibility for holdings in thename of the Nominee and for the acts and omissionsof the Nominee. The Nominee holds the Investmentspursuant to a trust under which the interests of allinvestors in Oxford Capital Infrastructure EIS are createdor extinguished on the making of acquisitions or disposalsin accordance with this Agreement.6.5 We or the Custodian may realise an investment inyour Account in order to discharge any obligation thatyou may have under the Agreement, for example thepayment of fees, costs and expenses.6.6 You irrevocably empower and authorise us to direct theCustodian to exercise any conversion, subscription, votingor other rights (such as may arise in takeover situations,other offers and capital reorganisations) relating toinvestments in your Account (which we may neverthelessexercise or refrain from exercising, in our discretion).You acknowledge and agree that the Custodian is notobliged to seek or to accept any instruction or directiondirectly from you to exercise any rights in respect of anyinvestment in your Account.6.7 Cash received from you or on your behalf will bedeposited with an authorised credit institution in the UKin the name of the Custodian and with customer truststatus, together with cash balances belonging to depositsheld by the Custodian on behalf of third parties. Cashwithin your Account will be treated as client money (asunderstood under the FSA Rules), and will be depositedby the Custodian in a client bank account in the nameof the Custodian with an authorised credit institution inthe UK. Interest will be payable on credit balances in yourAccount at rates agreed between the Custodian and therelevant authorised banking institution. Interest will bepayable on the credit balance in your Account at a rate of1% below Bank of Scotland base rate, or 0% whicheveris higher.6.8 We are responsible for complying with all requirementsunder the Takeover Code to notify the FSA and theTakeover Panel of dealings in relevant shares during atakeover or merger.7. Reports and information7.1 You will receive annual audited report and accounts ofthe Oxford Capital Infrastructure EIS in addition to halfyearly statements produced by the Custodian in respectof your Account for the periods ending on or around 5April and 5 October.7.2 Details of interest income and dividends which arereceived in respect of investments in your Account will beprovided in respect of each tax year ending 5 April andappropriate statements sent to you in accordance withsections 1105 of the Corporation Taxes Act 2010.7.3 Contract notes will be provided for each transaction foryour Account.28 | Oxford Capital Infrastructure EIS

8. Adviser remuneration8.1 Where instructed, we will arrange payment of any Initialor ongoing Adviser Charge due to the Financial Adviserthrough whom you have invested in the Oxford CapitalInfrastructure EIS. You may instruct us to do this bycompleting the relevant details on the application form.This will be deducted at outset and will reduce theamount available for investment and the associated taxreliefs.9. Fees and expenses9.1 Fees due to us will generally be charged to the investeecompanies with the exeption of the non-advisedinvestment fee.9.2 An initial fee of 2.5% of your Net investment will bepayable to us. We will pay the establishment costs of theOxford Capital Infrastructure EIS out of this fee.9.3 For investors who have not received advice from afinancial adviser prior to making their subscription, thereis an additional 2% non-advised investment fee.9.4 An annual management fee of 1.5% of your Netinvestment, payable quarterly in advance will becharged to investee companies. Our entitlement to thismanagement fee will commence at the beginning of themonth in which your Application Form is accepted andwill cease on realisation of your investment.9.5 An administration fee of 0.5% will also be chargedby Oxford Capital to investee companies. Should wereceive transaction, directors or other fees from investeecompanies or third parties, we shall be entitled to retainthese fees in full.9.6 Subject to the return to you of the full value of your Netinvestment, our Performance Return of 20% will becomepayable and may be debited by us to your Account. Weshall be entitled to structure the arrangements for thePerformance Return as we see fit.9.7 Oxford Capital and the Custodian shall both be entitledto recover reasonable expenses incurred in relationto their respective functions under this Agreement.Additionally an administration charge of £15 per EIS3 form issued will be deducted from your Account inrelation to its administration, and a service charge of £30will be levied if we are required to arrange on your behalffor any replacement certificates.9.8 The Custodian may deduct from your Account or theinvestee companies:(a) an administration fee at the rate of £50 per annumpayable in advance; and(b) a dealing commission of 0.35% of the value of eachtransaction made on your behalf.9.9 All fees, costs and expenses that are subject to VAT orany other taxation will be payable from your Accounttogether with a deduction for VAT or such other taxation.9.10 If at any time your Account does not have sufficientcash liquidity to pay in full any fees or expenses (plusVAT or other tax where appropriate) as and whenthese become due, we will carry forward such unpaidamounts and debit them to your Account when sufficientcash is generated through realisations of investments.Please note that we will provide for sufficient cash tobe retained in your Account following realisations ofInvestments to cover fees which we reasonably anticipateto fall due for a rolling 12 month period; this means thatnot all monies received from realisations in your Accountwill be available for immediate distribution. We reservethe right to charge interest on outstanding fees at theprevailing Bank of England base rate, and will reflect anysuch interest actually charged in the periodic statementsthat you receive.9.11 On termination, pursuant to clause 13, your liabilities,including fees and expenses, shall be allocated to yourAccount. Any general liabilities of the Oxford CapitalInfrastructure EIS shall be allocated across all Accountson a pro rata basis and, if there is insufficient cash,investments may be retained and/or realised in order tomeet such outstanding liabilities.10. Your obligations10.1 By signing the Application Form you have maderepresentations which we will rely upon. If you are aneligible person, these will relate to seeking tax relief,qualification for Tax Advantages, provision of relevanttax information and an undertaking to keep us informedif you are or become connected with the affairs ofany Qualifying Company in which the Oxford CapitalInfrastructure EIS proposes to invest or has alreadyinvested. You must immediately inform us in writingof any change of tax status, other material change incircumstance and any change in the information providedin the Application Form.10.2 In addition, you must provide us with any informationwhich we may reasonably request for the purposes ofmanaging the Oxford Capital Infrastructure EIS.11. Delegation and assignment11.1 We or the Custodian may, where reasonable, respectivelyengage agents, including associates, to perform any ofour or their respective functions under this Agreement.We or the Custodian (as applicable) will act in goodfaith and with due diligence in the selection, use andmonitoring of these agents. Any such engagement ofagents shall not affect our or the Custodian’s respectiveacknowledgment liability under this Agreement.11.2 For the avoidance of doubt, we will not be liable forthe acts or omissions of the Custodian or the Nominee.Further, neither the Custodian nor the Nominee will beliable for our acts or omissions.12. Interests and disclosure12.1 We may provide investment management or otherservices to any person, including to investee companies,and shall not in any circumstances be required to accountto you for any profits earned in connection with suchservices. However, we will use all reasonable endeavoursto ensure fair treatment as between you and othercustomers of Oxford Capital in accordance with the FSARules and the Conflicts Policy.12.2 We may recommend transactions in which we or anyassociate of ours may have, directly or indirectly, amaterial interest or in relation to which we may havea relationship of any description with another party,which may involve a potential conflict with our duty toyou. However, our employees are required to complywith the Conflicts Policy and disregard any such interest,Oxford Capital Infrastructure EIS | 29

elationship or arrangement when managing yourAccount.12.3 A copy of the Conflicts Policy is available from us onrequest.13. Liability13.1 Both we and the Custodian will at all times act in goodfaith and with reasonable care and due diligence.13.2 We shall not be liable for any loss to you arising fromany investment decision or for other action taken inaccordance with this Agreement, except to the extentthat such loss is directly due to our negligence, wilfuldefault or fraud or that of our employees.13.3 Neither we nor the Custodian shall be liable for anydefaults of any counterparty, agent, banker or otherperson or entity which holds money, investments ordocuments of title for the Oxford Capital InfrastructureEIS, other than where such party is an associate. Foravoidance of doubt, the Custodian is fully liable for theNominee.13.4 In the event of any failure, interruption or delay in theperformance of our or the Custodian’s obligationsresulting from acts, events or circumstances notreasonably within the relevant party’s control, neither wenor the Custodian shall be liable or have any responsibilityof any kind for any loss or damage thereby incurred orsuffered by you. Such acts, events or circumstances shallinclude: war, riot, civil commotion or acts of terrorism (orthreat thereof); severe weather conditions; third partyindustrial action; acts of governmental or regulatoryauthorities; and breakdown in third party computer orcommunications systems.13.5 We will select investments for Oxford CapitalInfrastructure EIS primarily in unquoted securities.Unquoted securities carry a higher degree of risk thansecurities quoted on a stock exchange or regulatedmarket. There is a restricted market for such securitiesand it can be difficult to obtain reliable valuations forthem. By signing the Application Form and entering intothis Agreement:(a) You confirm your understanding that there isno promise as to the performance of any of theinvestments in your Account; and(b) You confirm that you have properly cnsideredand understood the risk warnings set out in theMemorandum or have taken professional advice asto their significance and importance as you judgedappropriate.14. Termination14.1 We will notify you of the date on which your Account willterminate. This will probably be by the fifth anniversaryof the Start Date, though we have discretion to postponetermination if we consider it to be in the general interestof all investors who have subscribed to the Oxford CapitalInfrastructure EIS during the same fiscal year as youdid. On termination, all remaining investments in yourAccount will either be:(a) realised (with the net cash proceeds after fees,expenses and any applicable VAT or other taxestransferred to you); or(b) transferred into your name or as you may otherwisedirect,or a combination of the two, but in each case takingaccount of our entitlement in clause 9.5 toPerformance Return.14.2 You may withdraw the uninvested and uncommittedportion of your Net investment held as cash by theCustodian from your Account prior to termination of yourAccount by giving written notice to us. Upon receipt ofyour withdrawal notice we will as promptly as possiblearrange for the transfer to you of the amount of cash youwish to withdraw. You should note that:(a) notice of withdrawal, once served, is irrevocable;(b) notice to withdraw all of the cash value of yourAccount at a time prior to the making of anyinvestments is the equivalent of notice by you toterminate this Agreement;(c) if you serve notice to withdraw from your Accountmoney of such amount as would in our opinionmake the remainder of your Account uneconomicor impracticable to manage under the terms of thisAgreement, we may at our discretion elect to treatthat notice as equivalent to a notice to terminate thisAgreement (and we will advise you accordingly inwriting);(d) other than in the case of a termination referred toin (c), we are entitled to treat a notice to withdrawas being subject to our right to retain sufficient cashwithin your Account to meet our fees under clause9.2 on the full amount of your Net investment (as ifthe withdrawal had not occurred); and(e) should the effect of a notice to withdraw for anyreason affect the holdings in your Account ofinvestments in Qualifying Companies, this mayadversely affect your entitlement to Tax Advantages.14.3 Subject to the provisions of clause 14, you may terminatethis Agreement on not less than three months’ writtennotice to us. Termination:(a) may adversely affect your entitlement (if any) to TaxAdvantages; and(b) shall not require us to procure any purchaser for theinvestments in your Account, nor to purchase themfor our own account, and accordingly we do not giveany commitment in the event of your terminatingthis Agreement that we will be able to realiseinvestments or transfer them to you prior to the dateon which your Account is terminated under clause14.1.14.4 If we:(a) give you not less than three months written noticeof our intention to terminate the Oxford CapitalInfrastructure EIS as a whole, or our role as managerthereof under this Agreement; or(b) cease to be appropriately authorised by the FSA orbecome insolvent; or(c) are unable to procure an appropriately authorisedcustodian,we shall endeavour to make arrangements to transferthe cash and investments in your Account to anothermanager on the basis that the latter shall assume ourrole under this Agreement. If, however, in any such30 | Oxford Capital Infrastructure EIS

circumstances, we are unable to appoint a successor,this Agreement shall at that point terminate and,subject to clause 14, investments in your Account shallbe transferred into your name or as you may otherwisedirect.15. Consequences of termination15.1 On termination of this Agreement, we will use reasonableendeavours to expeditiously complete all transactions inprogress at termination.15.2 Termination will not affect accrued rights, existingcommitments or any contractual provision intendedto survive termination and will be without penalty orother additional payments, except that you will pay fees,expenses and costs properly incurred by us up to thedate of termination and payable under the terms of thisAgreement. You shall also be liable for an assessmentof Performance Return against profit on realisation ofinvestments made with such proportion of your Netinvestment as was invested in shares at the date oftermination if we are first able to repay to you thatproportion in full.15.3 On termination, we may retain cash and/or realise suchinvestments in your Account as may be required to settletransactions already initiated and to pay your outstandingliabilities, including fees and expenses payable to us andthe Custodian under clause 9.16. Confidential information16.1 Oxford Capital and the Custodian will at all times keepconfidential all information acquired in consequenceof their respective roles and duties as manager andcustodian of the investments comprised within yourAccount, except for information in the public domain;or which we or the Custodian may be entitled or boundto disclose under compulsion of law; or required byregulatory agencies; or given by us to professionaladvisers where reasonably necessary for the performanceof their professional services; or which you authorise usor the Custodian to disclose, and shall use all reasonableendeavours to prevent any breach of this sub-clause.16.2 Neither Oxford Capital nor the Custodian shall be obligedto make use of any information which comes to thenotice of an employee, officer or agent of theirs or of anyrespective associate but properly does not come to theactual notice of the personnel whom we or the Custodianrespectively designate to actually provide services underthis Agreement.17. Complaints and compensation17.1 We and the Custodian have established proceduresin accordance with the FSA Rules for consideration ofcomplaints. Details of these procedures are availableon request. Should you have a complaint, you shouldcontact either us or the Custodian, as appropriate. Ifwe or the Custodian cannot resolve the complaint toyour satisfaction, you may be entitled to refer it to theFinancial Ombudsman Service.17.2 We and the Custodian participate in the FinancialServices Compensation Scheme, established under theFinancial Services and Markets Act 2000, which providescompensation to eligible claimants in the event of a firmbeing unable to meet its customer liabilities. Paymentsunder the protected investment business scheme arelimited to a maximum of £50,000 per person. Furtherinformation is available from us or the Custodian, andfrom the FSCS web site www.fscs.org.uk.18. Communications18.1 Notices of instructions to us should be in writing andsigned by you.18.2 We may rely and act on any instruction or communicationwhich purports to have been given by persons authorisedto give instructions by you under the Application Formor subsequently notified by you from time to time and,unless we receive written notice to the contrary, whetheror not the authority of such person shall have beenterminated.18.3 All communications which we make with you under thisAgreement shall be in English.18.4 You accept that we may communicate an unsolicited realtime financial promotion (e.g. a telephone call promotinginvestments) to you.19. General19.1 We shall devote such time and attention as may berequired to enable us to manage the Oxford CapitalInfrastructure EIS properly and efficiently, and incompliance with the FSA Rules.19.2 We may amend this Agreement by giving you not lessthan 10 business days’ written notice. We may alsoamend this Agreement by giving you written notice withimmediate effect if such amendment is necessary in orderto comply with HM Revenue & Customs requirements formaintenance of the Tax Advantages or in order to complywith the FSA Rules or other legal requirements.19.3 All data which you provide to us or the Custodian is heldby us or the Custodian subject to the Data Protection Act1998. You agree that we and the Custodian may passpersonal data:(a) to other persons insofar as is necessary in order toprovide services as set in this Agreement;(b) to the FSA and any other relevant regulatoryauthority; and(c) in accordance with all other applicable legalrequirements.We will not share data obtained from you with otherpersons or in other circumstances without your priorconsent.19.4 We may assign this Agreement to any appropriatelyregulated associate, and will give you notice if we do so.You may not assign this Agreement as it is personal toyou.19.5 This Agreement, together with the Application Form andthe Custodian’s Terms of Business, comprises the entireagreement between us, the Custodian and you relatingto the management and administration of your Account.19.6 A person who is not a party to this Agreement has noright under the Contracts (Rights of Third Parties) Act1999 to enforce any term of this Agreement.19.7 If any provision of this Agreement shall be held tobe invalid, unlawful or unenforceable to any extent,such provision shall not affect the validity, legality orenforceability of the remainder of this Agreement.19.8 This Agreement shall be governed by and construed inaccordance with English Law and the parties submit tothe exclusive jurisdiction of the English Courts.Oxford Capital Infrastructure EIS | 31

20. Confirmations and representations20.1 By signing and returning the Application Form, youconfirm each of the following:(a) You are applying on your own behalf;(b) You will notify us if:(i) you become aware that any part of your Netinvestment is to be invested in any qualifying EISCompany with which you are connected (withinthe meaning given in section 157, sections 168to 171 and section 1021 of the Income Tax Act2010); and(ii) within three years from the date of issue of sharesby any qualifying EIS Company which are allottedto your Account, you become connected orreceive value from such a company.(c) You have read and understood the Memorandum;(d) You have, where appropriate, sought financial adviceon the implications of investing in the Oxford CapitalInfrastructure EIS;(e) You require the Nominee to accept instructions fromus in relation to the holding or disposal of the sharesin your Account, or the exercise of rights attachingto them and you agree not to give instructions to theNominee regarding your Account directly, nor to dealin the shares of your Account;(f) You acknowledge that from time to time we orthe Nominee will receive notice of extraordinarygeneral meetings, voting rights, details of rightsissues, conversions, takeovers, open offers and othermatters relating to the shares in your Account andagree that we shall act as we see fit on your behalf inrespect of such matters; and(g) You acknowledge that we will also collect anydividends and other entitlements arising on yourshares, and that as the beneficial owner of the sharesyou will be liable for all personal taxation in respectof your Account; however, you agree and understandthat tax may be deducted from payments due to youif it is due to be deducted under any applicable lawand practice.(h) If applicable, any indication which you have given inthe Application Form as to the treatment of InitialAdviser Fees represents your clear and irrevocableinstruction to us to make the payment in the amountand the manner indicated.32 | Oxford Capital Infrastructure EIS

The Custodian’s terms of businessMay 2012Section 11. Introduction1.1 It is important that you read and understand these standard terms of business, which apply whenyou open an account with The Share Centre (the “Account”), and provide you with information abouthow it will be operated. Some paragraphs are included to ensure there is no misunderstanding asto who will do what and when, and some are included simply because different pieces of legislation(which include Acts of Parliament) say that we must include them. We have tried to make them asreadable as possible. For your own benefit and protection you should read these terms carefully. If youdo not understand anything, please contact us on 01296 41 41 41.1.2 Where you see the words “you” or “your” in these terms of business, it means you as the individual,or if opening a joint Account, all individuals named on the joint Account. If you are applying as an officialof a company or a trust, then it is referring to the company or trust, and not you personally.1.3 The Share Centre Limited (“TSC”) is a limited company incorporated in England and Wales and itsregistered office address is Oxford House, Oxford Road, Aylesbury, Buckinghamshire HP21 8SZ. TSCis authorised and regulated by the UK’s financial services ‘watchdog’, the Financial Services Authority(“FSA”) to provide share dealing and administration services. The FSA reference number for TSC is146768. You can check this on the FSA’s website at www.fsa.gov.uk/register. The FSA’s address is 25 TheNorth Colonnade, Canary Wharf, London E14 5HS.1.4 On the application form for your Account, you will be asked to sign and accept these terms ofbusiness (or click on an ‘I accept’ button if TSC has enabled you to open your Account via the Internet),which creates a legal agreement between you and TSC, referred to in these Terms as “the Agreement”,provided TSC accepts your application to open an Account. This Agreement includes not only theseterms of business, but also:- the literature that describes your Account in more detail; and- the Account tariff;all of which may be amended by TSC from time to time, subject to paragraph 1.7 below, where TSC hasa valid reason. A valid reason means in the following circumstances only:- to give effect to a change in law, regulations, industry guidance or codes of practice;- as a result of new market practices;- for economic reasons, including a variation in taxation rates or costs incurred in supplying a productor service (in which case TSC will respond proportionately). No other terms and conditions will apply,unless indicated below or as notified to you.1.5 Before your application can be considered you must agree to abide by the terms of this Agreementin the manner described above. However, a legally binding agreement will only arise once TSC notifiesyou that it has accepted your application. If TSC decides not to accept your application, there will beno Agreement, and if you have provided any documentation in support of your application it will bereturned to the address shown on your application form.1.6 Unless TSC otherwise informs you in writing, you will be treated as a ‘retail client’ under the rulesof the FSA, which means that you are entitled to the full extent of applicable regulatory protections.You have the right to request in writing recategorisation as either a ‘professional client’ or ‘eligiblecounterparty’ subject to meeting specific criteria; however, as a consequence, there will be limitationsto the level of applicable regulatory protections. Such limitations will include loss of access to theFinancial Ombudsman Service and Financial Services Compensation Scheme (which are explainedfurther in paragraph 12). Further details on different client categorisations can be obtained from TSC’sCompliance and Legal Services team.1.7 Although TSC may change this Agreement in accordance with paragraph 1.4 above, no changewill affect any rights or obligations of yours arising prior to such change becoming effective. TSC willgive you at least 30 days advance notice, either by post or email (if applicable to you), of any suchchanges. Where a change results in an increase in charges to you, you are free to terminate thisAgreement within a further 30 days of the change becoming effective without any additional chargesover and above those that were applicable prior to the change taking effect.1.8 This Agreement is in English and all future communications with you will also be in English. TheAgreement is governed by English law and in the event of a serious dispute, will be subject to theexclusive jurisdiction of the English courts.1.9 Any transactions undertaken for you in stocks and shares will be subject, where applicable,to the rules of the London Stock Exchange (“LSE”), Sharemark, Crest (the system used for transferringshares between sellers and buyers), Cofunds Nominees Limited (“Cofunds”, which is used to safeguardholdings in some collective investment funds such as unit trusts), the FSA, PLUS Markets and all otherapplicable laws, rules and regulations. TSC will act as your agent in any such dealings. Where there isa conflict between this Agreement and any such laws and regulations, the latter will prevail. You mustalso comply with the City Code on Takeovers and Mergers (and the FSA’s Disclosure and TransparencyRules regarding the notification of major shareholdings), which may be relevant if you are dealing inlarge quantities of shares. Further details can be obtained from TSC’s Compliance and Legal Servicesteam.1.10 There may be occasions where a conflict of interest develops between you and TSC or betweenyou and another customer. TSC has taken all reasonable steps to identify such conflicts of interestand has a Conflicts of Interest Policy in place, designed to prevent conflicts of interest from adverselyaffecting the interests of its customers. A summary version of this Policy is set out within Schedule 1 ofthese terms of business.1.11 Unless you have sought specific investment advice from TSC’s Advice team in accordance withthe Advice terms of business set out within Section 5 of these terms of business, all transactions arecarried out on your own initiative (i.e. ‘execution only’). TSC is, therefore, not responsible for advisingyou on the suitability of the services or transactions provided or offered by TSC. You will not benefit fromthe protection of the FSA’s rules relating to suitability which would require TSC to ensure that a productor service is suitable for you when taking into account your knowledge and experience in the relevantinvestment field, your financial situation and your investment objectives.1.12 Where you have received a personalised communication (as defined by FSA) from TSC or wishto deal in a ‘complex’ investment (e.g. a warrant, covered warrant or ‘securitised derivative’) on anexecution only basis, you may be required to complete an appropriateness test. This requires TSC toensure that you have sufficient awareness of the risks involved in a product or service when taking intoaccount your knowledge and experience in the relevant investment field before TSC can accept yourdealing instruction. TSC reserves the right not to accept an instruction to deal where you fail such a test.1.13 TSC does not provide advice on the legal implications of accepting this Agreement and, unlessotherwise specifically indicated to you by the Advice team, does not provide advice on aspects oftaxation.2. Cancellation Rights2.1 You have the right to cancel this Agreement for a period of up to 14 days (or 30 days if thisAgreement relates to a pension) from the day on which TSC accepts your application (i.e. the date of thewelcome letter that will be sent to you).2.2 However, the right to cancel cannot apply to any transactions undertaken during the cancellationperiod, where the prices of the investments concerned can fluctuate within the financial marketplaceand where those fluctuations are not within TSC’s control (e.g. TSC is unable to have any control over themovement of share prices).2.3 In order to cancel the Agreement, you must ensure that your written instructions to cancel are sentto TSC (or its nominated agent) before the end of the 14 day (or 30 day, for pensions) cancellation period.2.4 If you do decide to cancel, you must still pay for any services that TSC has actually provided (whichmay include re-registration and commission charges), based on the published tariff sheet.3. Customer Information3.1 You will supply TSC with all information reasonably requested as soon as practical. You confirmthat all information will be, to the best of your knowledge and belief, correct when supplied and that youwill notify TSC of any changes.3.2 TSC will treat all personal information about you and your financial affairs as confidential. TSCmay however disclose any such information to its authorised agents or if required to do so by lawor regulation, or requested by a financial regulator, or where you have given your consent to thedisclosure. The information may also be shared with other financial organisations to protect TSC andits customers, and other financial organisations and their customers, against financial crime. Furtherinformation on safeguarding customer data is contained within TSC’s Privacy Policy available fromTSC’s website, www.share.com.3.3 You agree that TSC may hold information about you and your affairs in order to:- verify your identity and financial standing (among other things TSC is likely to consult a credit or mutualreference agency, which may retain a record of our enquiry);- provide you with TSC’s services (which may also necessitate TSC liaising with third parties, such ascompanies and their registrars, and disclosing some aspects of your personal information in order toverify, or otherwise discuss, your investments in the proper provision of TSC’s services);- keep you up-to-date regarding other services which TSC considers may be of interest to you (if youwould prefer not to receive direct marketing information, please advise TSC on 01296 41 41 41).3.4 Due to anti-money laundering regulations (which aim to prevent criminal property being used ordisguised as legitimate wealth) you may have to produce satisfactory evidence of your identity, or theidentity of any person on whose behalf you are placing the dealing instruction, before TSC can do anybusiness with you, and from time to time thereafter. This identification process is designed to assist inthe prevention of crime within the financial services industry and society at large. If you do not providethe information when requested, TSC may be unable to accept any instructions from you or provide youwith any other services.3.5 TSC will only accept applications from residents of certain qualifying countries, details of whichare available from TSC. Where applications are received from such residents, additional identificationrequirements may apply.3.6 You confirm that you are not a US person for the purposes of US federal income tax, and that youare not acting for, or on behalf of, a US person. The definition of a US person includes, but is not limitedto, US citizens, US residents, US taxpayers or those who hold US dual nationality. In the future, shouldyou become a US person, you agree to inform us immediately and consent to the automatic closure ofyour Account, or any Account over which you are a trustee or attorney, whether solely or jointly.3.7 TSC is registered to use your personal information under the Data Protection Act 1998 (as may beamended). Under the terms of this Act, you are entitled to a copy of any personal information TSC holdson computer and on certain written records, upon payment of the appropriate fee.4. Charges4.1 You will pay all applicable fees, commissions and other charges in accordance with TSC’spublished tariff sheet. You must also pay any applicable taxes and levies (e.g. Stamp Duty) that TSCis required to charge you. All such charges may be deducted from your Account or any other accountyou hold with TSC. Other taxes and costs (e.g. Capital Gains Tax) may also exist that are not collected ordeducted by TSC.5. Your Money and Investments5.1 Your money will be handled in accordance with the client money rules of the FSA and unlessotherwise agreed all money received or paid from or to you must be in British Pounds Sterling.

5.2 The cash balance held on your behalf, and as shown in your Account, will be deposited with anauthorised banking institution in the name of TSC under customer trust status (i.e. separate from TSC’smoney), together with cash balances belonging to other customers of TSC. TSC may debit or credit yourAccount for all sums payable by or to you (including dividends you may receive in cash, fees and otheramounts payable by you).5.3 All payments to your Account must be drawn on your own bank account. You may credit moneyto your Account by using an acceptable form of debit card, providing the sum to be credited doesnot exceed such limit as TSC may advise. All payments received, either individually or collectively, inexcess of £25,000 may be subject to clearance, at TSC’s absolute discretion, prior to the acceptance ofdealing instructions thereon. Money being sent to TSC from overseas will only be accepted from certainqualifying countries, details of which are available from TSC.5.4 TSC has the right to return money, whether received by cheque, bank transfer or debit card,to ‘source’ (i.e. from where it came). All money returned will be done so at your own risk and will besubject to the normal timings of the banking clearance system. Where requested, money will only betransferred overseas to certain qualifying countries, details of which are available from TSC.5.5 Interest will be payable quarterly on credit balances on money in your Account at the ratespublished from time to time by TSC. Where you make a payment to TSC to be credited to your Account,no interest will start to be calculated on this sum until the payment has cleared.5.6 In the event that TSC does not hear from you for a period of 6 years, has made reasonableattempts to contact you, and such attempts have been unsuccessful, any money held in your Accountmay be released to the benefit of TSC. Should you subsequently contact TSC and make a valid claim,TSC will reimburse the money to you. However, interest will not be due to you from the date of release ofthe money to TSC.5.7 TSC has the right to delay the return of any money received from you until 10 business days afterthe date of clearance for credit control purposes.5.8 All investments held within your Account will be registered either in the name of TSC’s ‘pooled’nominee company, Share Nominees Limited (the “Nominee”), Cofunds (in the case of certain unittrusts and open-ended investment companies (“OEICs”)) and/or Legal & General Assurance Society(“LGAS”) (in the case of certain types of pensions) and held for you as the beneficial owner, together withinvestments belonging to other customers of TSC. This means that there are no separate certificates,documents evidencing legal ownership or external electronic records of your individual investmentholdings.5.9 The Nominee, Cofunds and LGAS hold the investments on trust, such that when customers buyor dispose entirely of an investment in accordance with this Agreement, their interest in relation to thatinvestment within the trust is created or extinguished respectively.5.10 On some occasions, because settlement is carried out on a pooled basis, your investments maybe used by TSC to settle another customer’s transaction (for instance, where another customer wishesto sell a holding they have only just bought and TSC has not yet received that customer’s stock). This willnot affect the record TSC maintains which shows how much stock is held on your behalf.5.11 TSC may deliver or accept delivery of certificates and/or investments via Crest on behalf of theNominee.5.12 TSC accepts responsibility for holdings in the name of the Nominee and for acts and omissions ofthe Nominee, but not in relation to Cofunds or LGAS , nor the acts or omissions of Cofunds or LGAS.5.13 Dividends from investments will usually only be received as cash.5.14 Overseas investments may be held on behalf of TSC by an overseas custodian, its sub-custodianor an investment clearing system. TSC and the Nominee do not accept responsibility for any lossesarising from the default of such an appointed custodian or clearing system. It should be noted that theremay be different settlement, legal and regulatory requirements in overseas jurisdictions from thoseapplying in the UK and different practices for the separate identification of investments.5.15 Overseas investments held by the Nominee may be in the form of Crest Depositary Interests(“CDIs”). CDIs cannot be registered into certificates. CDIs may be liable for withholding tax from thecountry of origin of the underlying investment. TSC is not obliged to reclaim any foreign withholding taxdeducted. If you are unsure about the tax implications of dealing in overseas investments, you shouldseek independent tax advice.5.16 On some occasions, money relating to overseas investments not held by the Nominee may bedeposited in a client bank account outside the United Kingdom (“UK”). Money held in its country oforigin will be held with an approved bank or depositary unless the money relates to the settlementof a transaction or a series of transactions or the distribution of income which is subject to the law ormarket practice of a jurisdiction outside the UK and because of the applicable law or market practice,it is not possible to hold your money in a client bank account with an approved bank or depositary. Insome cases, the bank or depositary with which your money may be held outside the UK may not haveaccepted that it has no right of set off or counterclaim against your money in respect of any sum owedby TSC on any other account held by TSC at the bank. The legal and regulatory regime applying to suchbank or depositary outside the UK will be different from that of the UK and, in the event of a failure ofthe bank or depositary, your money may be treated in a different manner from that which would applyif the money was held by an approved bank in the UK.5.17 Your money may be passed to another person, such as an exchange, clearing house or anintermediate broker, for the purposes of a transaction on your behalf through or with that person.Where such a person is located outside of the UK, the legal and regulatory regime applying to thosepersons will be different from that of the UK and in the event of the failure of such a person, your moneymay be treated in a different manner from that which would apply if the money was held by such aperson in the UK.5.18 You shall not charge or pledge the investments held under this Agreement (e.g. use them assecurity for a loan) or dispose of all or part of them otherwise than in accordance with this Agreement.Your investments and cash held by TSC or under TSC’s control shall at all times be subject to a generallien and right of set off against all amounts owing to TSC from time to time. In other words, any sumsdue to TSC in respect of commissions, costs, fees, expenses or other amounts payable under thisAgreement (plus any applicable value added tax) may be deducted or withdrawn (upon 3 businessdays prior notice) from any of your investments or cash held by TSC and TSC may have recourse againstand sell, realise or dispose of any such assets and apply the proceeds in or towards the dischargeof such sums. Any such sale, realisation or disposal shall be conducted in the manner and at theprice TSC believes reasonably necessary in the circumstances (without being responsible for anyloss or reduction in price), subject to compliance with the FSA’s rules in connection with any such sale,realisation or disposal. The proceeds of any sale or disposal of such assets (net of costs) will be appliedin or towards the discharge of your liabilities and TSC will account to you for any balance. In the eventthat such proceeds of sale are insufficient to cover the whole of your liabilities, you remain liable forthe balance. A certificate in writing from TSC that any power of sale or other disposal has arisen and isexercisable shall be conclusive evidence of the fact in favour of a purchaser or transferee of the wholeor any part of any such assets.5.19 Subject to paragraph 5.12 above, in the event of there being a shortfall in the total quantity ofmoney or an investment held in a pooled nominee or client money bank account, compared with thequantity or balance which should be held for customers, or in the event of an authorised bankinginstitution, the Nominee, Cofunds, LGAS or any other third party custodian, bank or counterparty usedby TSC defaulting (e.g. if they become insolvent), customers may have to bear that shortfall on a proratabasis.5.20 Unless you are otherwise informed, TSC will send you a statement either in paper or electronicallyof your investments at least once in any 6 month period, which will be based on deal date information(i.e. the effect of purchases or sales which are unsettled at the statement date will be reflected).5.21 Unless otherwise indicated, TSC will not accept or make third party payments on your behalf. Allreceipts and withdrawals of money and investments must be received from, or paid to, an account inyour name or, in certain circumstances such as your death or incapacity, your legal representatives.5.22 In the event that an investment ceases to be settled through Crest, TSC will use its reasonableendeavours to continue to offer a dealing, settlement and pricing service in that investment insofaras reasonably practicable in the circumstances. TSC reserves the right to charge any additional costsassociated with such dealing and/or settlement to you.6. Dealing6.1 TSC may carry out transactions in such investments as are shown on the published tariff sheet,unless you are a permanent resident of a country outside the UK, in which case restrictions may apply.TSC will not deal in investments which have been suspended from dealing. TSC may also decide not toaccept your dealing instructions or other instructions relating to your Account in certain circumstances(for example, where TSC is concerned about the lawfulness of the transaction or instruction). TSC mayrefuse to accept any dealing instructions from individuals who are resident or domiciled in any overseascountry, if acceptance of a dealing instruction would require TSC to comply with any governmental orregulatory procedures or other formalities of such country.6.2 All instructions to TSC to deal in investments must be on either a ‘limit price’ basis (where you setthe maximum or minimum price at which you are prepared to deal) or ‘best price’ basis (where TSC willtake all reasonable steps to obtain the best possible result for you). For both types of order, TSC will seekto obtain the best possible result, subject to any limit price specified in the case of a limit price order,in accordance with its Order Execution Policy, which is detailed within Schedule 2 of these terms ofbusiness. By placing an order to deal, you acknowledge that you have read, understood and acceptedthe Order Execution Policy.6.3 Where you instruct TSC on a best price basis and the number of shares or units to be dealt islarger than the investment’s normal market dealing size, the price obtained may differ from the priceindicated to you at the time your instruction to deal was placed.6.4 TSC may aggregate (i.e. combine) your orders with those of other customers, which may operateon some occasions to your disadvantage. Further information is contained within TSC’s Order AllocationPolicy, which is detailed within Schedule 3 of these terms of business.6.5 Where you submit a dealing instruction to TSC orders are dealt as soon as reasonably practicablein the circumstances. For many investments (predominantly equities), if submitting a best price ordervia TSC’s Internet dealing facilities, if the market is open and a price is available, a price quotation willbe displayed on your Internet screen, and will be valid for a period of 10 seconds, during which time youmust confirm your dealing instruction in order to obtain that price (subject always to that price quotationnot being withdrawn by the relevant Retail Service Provider). If you fail to do so, you can obtain a revisedprice quotation later. Please note that although the price quotation is held for 10 seconds, the prevailingprice within the marketplace could have risen or fallen during this 10 second period. If you specify a limitprice on your dealing instruction, and that limit price can be achieved within the market, your dealinginstruction will be dealt immediately without the display of any price quotation.6.6 Where you have submitted a dealing instruction via TSC’s Internet dealing facility for outside theusual business hours of the LSE or relevant market, the dealing instruction will be executed as soonas reasonably practicable after 8.00am on the next day that the LSE or relevant market re-opens. Youacknowledge that TSC may not necessarily obtain the official opening market price and that pricemovements may be more volatile when the market first opens. The difference between the buying andselling prices on some securities may also be greater at, or around, this time. It may be advisable foryou to enter a limit price, as opposed to a best price, dealing instruction, outside the normal hours ofthe LSE or relevant market, or when submitting dealing instructions.6.7 If a dealing instruction cannot be executed automatically for whatever reason, it will, if possible,be manually executed as soon as reasonably practicable.6.8 Limit prices may be placed on dealing instructions for up to 365 calendar days. Limit pricesmay be cancelled and re-submitted at your discretion, provided the dealing instruction has not beenexecuted. Where any limit order cannot be immediately executed, you agree that TSC need not discloseor publish details of your unexecuted limit orders. Please note that TSC does not accept limit orders innon-UK traded securities.6.9 Dealing instructions may not be altered once they have been accepted and executed by TSC.Where the dealing instruction submitted was incorrect, you agree to be responsible for any costsor losses incurred by TSC, which a reasonable person would consider to be the probable result ofcorrecting the previous transaction, should TSC decide to accept an instruction to effect such acorrection.6.10 TSC cannot guarantee that limit price dealing instructions will be executed even if the limit price isreached. This could be due to prevailing market conditions (such as a ‘fast market’, where the marketis so volatile that prices quoted in the stock market are only indicative rather than guaranteed), othercustomers having placed similar dealing instructions but then having an earlier time priority than yourdealing instruction and their dealing instruction being executed in priority to your dealing instruction,or other factors beyond TSC’s control.6.11 All dealing instructions are only dealt automatically if they can be completely satisfied; if not,they will be passed to the Dealing team for manual action. Dealing instructions, other than dealinginstructions in Sharemark investments (see paragraph 7 below), will not be partially filled.6.12 Dealing instructions to purchase investments will only be executed if there is sufficient money inyour Account to meet the potential cost of execution (including all applicable charges) or, where you aredue to receive proceeds from a sale, sufficient sale proceeds to cover the intended purchase. Subject tothis, TSC has the discretion to reduce the size of a purchase dealing instruction in the event of adverseprice fluctuations, if there are insufficient funds in your Account when submitting a dealing instruction.Dealing instructions to sell investments will only be executed if there are sufficient investments recordedwithin your Account that can be transferred to the purchaser, which shall not be adversely affected byparagraph 5.10 above.6.13 In the event of a change in the share capital of an investment, or other corporate action, whichcould significantly impact on any current limit price dealing instruction, TSC will endeavour to deletesuch pending dealing instruction. However, TSC is under no obligation to do so, and it remains yourresponsibility to ensure limit price dealing instructions remain valid and to make any adjustments youconsider necessary or desirable to reflect any changes to prevailing market conditions.6.14 You recognise and accept that certain features (where available) and risks apply to the use ofdifferent types of limit price dealing instructions:- stop-loss dealing instructions should initiate when the price falls to or below the specified level;- tracking stop-loss dealing instructions should initiate when the price falls by the specified amountfrom the monitored peak price;- sale price limit dealing instructions should initiate when the price rises to or above the specifiedprice level;- purchase price limit dealing instructions should initiate when the price falls to or below the specifiedprice level;- certain factors may cause the bid-offer spread of an investment to increase, even momentarily, to awide level, thereby causing a stop-loss dealing instruction to be initiated.These wide bid-offer spreads may nevertheless be the most favourable prices quoted for theinvestment at that time.6.15 Limit price dealing instructions and automated price alerts (only available to Internet users) thatreach the end of their expiry date are deleted after close of business on the expiry date: it is yourresponsibility to renew them if you require this.6.16 Limit price dealing instructions and price alerts are monitored each working day from 8.00amuntil 4.30pm.6.17 TSC may retain any commissions received from a third party arising from transactions carried outfor you and the amount of such commission and the identity of the third party will be available uponrequest. Such instances can include payments of ‘trail’ commission to TSC from fund managers whenyou purchase their funds through TSC; this amounts to approximately 0.5% per annum on the value ofthe fund investment. In addition, TSC may pay a share of the fees or commissions charged to you withthird parties and the amount paid to the third party and its identity will be available upon request. Suchinstances can include where a third party has introduced you to TSC.6.18 You accept that the prices and values of stock market investments, and products related to them,together with the income that they produce, can go down as well as up and you may get back less thanyour initial investment. In addition, the levels and bases of taxation may also change, both generallyand in relation to specific products and investments. Consequently, TSC cannot accept responsibility forany movements in the value of your investments or for monitoring whether they continue to be suitablefor you, even where TSC initially provided you with investment advice. Past performance is no indication

of future performance. Where you are dealing in more complex investments, there may be a greaterrisk that you could lose your initial investment.6.19 You will be sent a contract note, either in paper or electronic format, following a transaction,except where otherwise permitted by the FSA’s rules. Any query in relation to the contract note shouldbe raised by you within 5 business days of receipt so that any matters arising can be promptly resolved,otherwise TSC will assume that you have accepted the contents of the contract note. Prior to receivingthe contract note, for information about the status of your order, you can contact a member of TSC’sDealing team or view the status online at www.share.com.6.20 Where you instruct TSC to deal or otherwise act in relation to your money or investments bytone-phone, internet or other automated access route, provision of your customer reference number,password and part of your own chosen memorable word shall be sufficient authority for TSC to actupon such instructions. The password and memorable word must remain your personal secret. Youmust change the password and memorable word if you believe anybody else knows them and notifyTSC immediately if you discover that they have been lost or compromised. TSC will not be liable for anyunauthorised use of a password or memorable word resulting from negligence on your part or lossarising therefrom. TSC may withdraw the password or memorable word where the wrong number isentered more than once or in other circumstances.6.21 If you intend to purchase a unit trust or OEIC, you will need to confirm that you have read therelevant simplified prospectus, key investor information document and/or key features document. Youwill be provided access to these important documents during the dealing process or you may requesta copy from TSC’s Dealing team. When dealing in unit trusts or OEICs administered by SharefundsLimited, TSC’s sister company, dealing instructions must normally be received and validated by middayfor dealing that day. All other unit trust and OEIC dealing instructions must be received and validated by10.00am if they are to be dealt that day.6.22 If you intend to purchase an exchange traded fund (“ETF”), you should read the additional riskwarnings, including details of the limited protection available from the UK regulatory system, whichare available on TSC’s website. You may also request a copy of the relevant simplified prospectus/ keyinvestor information document either from the product provider or TSC’s Dealing Team.6.23 HM Revenue and Customs (“HMRC”) may challenge any purchase or sale prices in less liquidinvestments for open market valuation purposes (for instance, for assessing capital gains tax liability).When assessing tax liabilities arising from a transaction in less liquid investments, you should seekindependent tax advice, and should not necessarily rely upon any transaction price or contract note asevidence of an open market value.7. Sharemark7.1 Dealings in Sharemark investments are subject to the terms and conditions set out in Schedule 4of these terms of business.8. Settlement8.1 Once TSC has executed your dealing instruction, sale proceeds (if a sale) or investments (if apurchase) will only become available to you once those sale proceeds or investments have beenreceived in full by TSC.8.2 Where the anticipated sale proceeds or investments are not received in full, you will, along withall other applicable customers of TSC:- if purchasing investments: be entitled, in the chronological order in which instructions were receivedby TSC, to the relevant investments actually delivered to TSC and, in the event of any delivery shortfall, tothe repayment of a cash sum from TSC’s client settlement bank account equal to the whole or relevantpart of the sum debited from your Account in respect of the relevant investments;- if selling investments: be entitled, in the chronological order in which instructions were received byTSC, to cash actually received by TSC and in the event of any payment shortfall, to the return of therelevant investments held by the Nominee, Cofunds or LGAS, as appropriate, equal to the whole orrelevant part of the number of shares, bonds, warrants or units originally sold.9. Investment Communications9.1 In the case of changes in the share capital of your investments, receipt of a notice of conversionor proposal to wind-up, amalgamate or take-over a company or other corporate action where theinvestments are held for you by TSC:- a bonus or capitalisation issue will be automatically credited to your Account and details will be sentout to you after the event;- otherwise (where appropriate and subject to paragraph 9.2 below) you will be sent a summary of theproposal prior to the event and the required action to be taken (if any);- if, on a rights issue, open offer or exercise of warrants, no instruction is received from you, theNominee will allow the rights, entitlements or warrants (as applicable) to lapse. Lapsed proceedsreceived by the Nominee in excess of £1 will be returned to you. Sums less than this may be retainedfor the benefit of TSC;- all offers will be accepted upon them being declared as going ‘compulsory’ whether or not anyinstructions have been received from you;- your entitlement to shares will be to the nearest whole share, rounded down, and the aggregateof fractional entitlements may be held by the Nominee for TSC. Cash received by the Nomineerepresenting fractional entitlements in excess of £1 will be returned to you. Sums less than this may beretained for the benefit of TSC.9.2 Whilst TSC undertakes to notify you of all corporate actions relating to your investments, theremay be instances where TSC is not advised of a corporate action by the company or its registrar, eitherat all or in sufficient time, and consequently cannot notify you of the terms of the corporate action. Insuch event, TSC will accept the default option of the corporate action on your behalf and cannot beheld responsible for any loss that you may incur or any other outcome imposed by the company or itsregistrar.9.3 Sometimes the terms of a corporate action will require an election to be made on behalf ofthe Nominee’s entire holding in a company on an ‘all or nothing’ basis. In these circumstances, TSCmay be unable to obtain appropriate instructions from all customers holding that investment withinthe Nominee. In such event, TSC reserves the right not to offer this entitlement to you, but will use itsreasonable efforts to offer you an alternative entitlement, which may not match the entitlement offeredby the company.9.4 If partly paid shares held for you are the subject of a claim for any due balance and no validinstruction is received from you, TSC may sell sufficient of your investments to meet the claim.9.5 Where instructions are sought from you, TSC and the Nominee will (other than as referredto elsewhere within this Agreement or in accordance with any other notified procedure) only act ifinstructions are received from you (or are reasonably believed to have been received from you or fromyour authorised agent). Where TSC has not received your instructions by the date specified by TSC withinthe summary of the corporate action, TSC will accept the default option of the corporate action on yourbehalf and cannot be held responsible for any loss that you may incur. For the avoidance of doubt, evenwhere you have sufficient funds within your Account, TSC will not exercise any rights, entitlements orwarrants (as applicable) on your behalf without your specific instructions.9.6 As your investments are pooled with other customers, there may be occasions when yourentitlement to such corporate actions referred to in paragraph 9.1 above may have been different hadyou held the shares in your own name. In such a situation TSC shall take such steps as it considers to befair in the circumstances, which may include dividing the whole entitlement received from the corporateaction between you and other customers or treating any fractional entitlements in the same way as thecompany concerned, acting through its registrars.9.7 If TSC receives notice of a class action or group litigation order that is being proposed or takenconcerning your investments, TSC will not be obliged to inform you or act upon that notification.9.8 An investment will be removed from your Account either upon confirmation from HMRC that theinvestment is of ‘negligible value’ for the purposes of a claim for Capital Gains Tax purposes undersection 24(2) Taxation of Chargeable Gains Act 1992 or if it is declared as dissolved at CompaniesHouse.9.9 You may apply to TSC for a ‘proxy’ directing how voting rights are to be exercised by the Nomineein respect of each of your investments.9.10 If you wish to receive communications direct from listed companies in which you are a shareholder(such as an annual report and accounts and any other information issued to shareholders), you mayopt-in for these Shareholder Rights (as defined in Part 9, Companies Act 2006) either via TSC’s websiteor by telephoning TSC’s Customer Service team. While it is compulsory for listed companies to providethis information to those that opt-in, unlisted companies (such as those on AIM) are not obliged torespond to such opt-in instructions. You may also apply for a proxy certificate to attend meetings ofshareholders in companies in which you have invested. TSC may inform the relevant company in whichyou hold such an investment, or its agent, of your name, address and any other necessary details.9.11 Shareholder benefits will only be available to you if the relevant company has agreed with TSC toprovide them.10. Liability10.1 You agree to be responsible for any costs or losses incurred by TSC and/or the Nominee, which areasonable person would consider to have been incurred by them and be reimbursable to them:- as a result of your specific request, fault, omission or dishonesty; and- arising from the proper performance of their functions or exercise of their rights under or otherwise inconnection with this Agreement, except where such costs or losses are due to their fraud, wilful defaultor negligence. TSC and/or the Nominee shall not be responsible for any costs or losses incurred by you,except where this is due to TSC’s and/or the Nominee’s fraud, wilful default or negligence. Neither thisparagraph nor anything else within this Agreement will restrict or exclude any duty or liability owed toyou under the rules of the FSA, the Financial Services and Markets Act 2000 (“FSMA”) or under commonlaw.10.2 If TSC fails, interrupts or delays performing its obligations under this Agreement because ofa breakdown, failure or malfunction of any telecommunications or computer services or systems(internally or externally) or any other event not reasonably within its control, then TSC will not be liableto you. TSC will not be responsible for any loss or damage caused by such an event or suffered byyou as a result of such events. This includes, but is not restricted to, any delay, breakdown or failureof any transmission or telecommunication or computer systems or facilities, strikes or other industrialaction or dispute, or the failure of any relevant exchange, clearing house, broker, independent softwarevendor, settlement agent or bank to perform its obligations or to operate efficiently and correctly or anyother event which is reasonably outside TSC’s control.10.3 TSC may, at any time where it reasonably considers it necessary or desirable to do so, suspendall or any of its services including, without limitation, to carry out repairs, or to upgrade hardware orsoftware or to correct any hardware or software error and it shall not be liable for losses arising fromthe suspension.10.4 Whilst TSC will use its reasonable endeavours to ensure that its Internet websites are available atall times, it will not be liable for any loss or damages resulting from the websites being inaccessible.Access to the websites may be suspended temporarily or permanently and without notice.10.5 Where TSC provides certain calculator tools on its websites, TSC does not accept responsibilityfor the validity or results produced by these tools. It is your responsibility to verify the accuracy of theiroutput.10.6 TSC is not responsible for the security or transmission of electronic instructions either from TSC orfrom you.10.7 Where information, or links to other information, on TSC’s websites consists of pricing orperformance data, or other information which has been obtained from third parties, TSC will notnormally have carried out any independent verification of such data and does not accept liability for anyreliance placed upon such data, where that data is proven to be inaccurate or incomplete. Furthermore,you undertake not to distribute, sell or license any content contained on TSC’s websites. You agree thatTSC or its authorised agents may at all reasonable times and on reasonable notice have access toand inspect your computer systems, accounts, records and other documents (in both hard copy andmachine readable form) in relation to any suspected re-distribution, re-sale or sub-licensing of thecontent.10.8 The information contained within TSC’s websites originated by TSC is believed to be correct, butcannot be guaranteed.11. Termination11.1 This Agreement may be terminated immediately on written notice being given by you to TSC. TSCmay terminate this agreement with reasonable advance notice to you, or immediately on written noticewhere there are serious grounds for doing so.11.2 In the event of your death, upon receipt of a sealed copy of the UK grant of representation of yourestate, TSC will instruct the Nominee to deliver your investments to your personal representatives. Antimoneylaundering regulations may apply.11.3 If you have a joint Account, in the event of your death, the Account will continue in the name(s) ofthe surviving Account holder(s). TSC will require proof of death (e.g. an original or office copy of a deathcertificate) prior to the Account converting to the surviving Account holder’s(/holders’) name(s).12. Complaints and Compensation12.1 If you have a complaint, please contact TSC on 01296 41 41 41 or write to the Compliance manager,Compliance and Legal Services team, The Share Centre, Oxford House, Oxford Road, Aylesbury,Buckinghamshire HP21 8SZ. If TSC cannot resolve the complaint to your satisfaction, you may be entitledto refer it to the Financial Ombudsman Service, the independent complaints handling body for thefinancial services industry. A copy of TSC’s complaints handling procedure is available upon request.12.2 TSC participates in the Financial Services Compensation Scheme, established under the FSMA,which provides compensation to eligible investors in the event of the firm being unable to meet itscustomer liabilities. Payments under the protected investment business scheme are limited to amaximum of the first £50,000 of the claim. Further information is available from TSC’s Compliance andLegal Services team.13. General13.1 All written or electronic communications TSC sends you will be to the latest address notified byyou to TSC and shall be assumed received by you on the second day after posting or on the day afterdespatch in the case of electronic communication. Communications sent by you shall be deemedreceived only if actually received by TSC.13.2 Telephone calls may be recorded for the purpose of training, monitoring quality and regulatorycompliance.13.3 Should you cease to live in a qualifying country (details of which are available from TSC), yourAccount will be terminated and all investments held can either be transferred to you, or sold; any moneyor sale proceeds will be returned to you.13.4 You agree that TSC may from time to time telephone or otherwise contact you to discuss potentialor existing investments or investment services, subject to compliance with the rules of the FSA, and youare willing to accept such calls, unless you advise otherwise.13.5 TSC and the Nominee may employ agents on such terms as they think fit. TSC will satisfy itself thatany person to whom it delegates any of its functions or responsibilities under the terms agreed withyou is competent to carry out those functions and responsibilities. TSC will take reasonable care in theselection and supervision of such agents.13.6 Should any clause within this Agreement or part thereof become or be declared illegal, invalidor unenforceable for any reason, the remainder of the clause and Agreement shall be unaffected andshall remain in full force and effect.13.7 The Contracts (Rights of Third Parties) Act 1999 will not apply to this Agreement, which means thatonly you and TSC have the right to enforce any of the terms and conditions mentioned.

Section 2Additional terms of business for Enterprise Investment Scheme AccountsThe terms of business in this section are only relevant to you if you are opening an Enterprise InvestmentScheme (“EIS”) Account, in which case, the terms of business in paragraphs 1 to 13 shall also apply,where relevant. Should any terms within paragraphs 1 to 13 conflict with these Additional Terms ofBusiness, the Additional Terms of Business will prevail.14 EIS Accounts14.1 You acknowledge that TSC:- is the administrator and custodian of your EIS Account;- is not the fund manager of the EIS Account and is not responsible for the suitability orappropriateness of the EIS Account, either at the point of sale or thereafter;- may only act upon the instructions of the fund manager in relation to your EIS account;- is not responsible for the contents of any documentation relating to the EIS Account, other than theseterms of business or other documentation required to be sent to you by TSC in discharge of TSC’sregulatory obligations. In particular, TSC is not responsible for the contents of the EIS Account brochureor prospectus, and has not issued or approved the contents of these documents in accordance withsection 21 FSMA.Section 3Schedule 1Conflicts of Interest Policy - Summary VersionTSC aims to identify and prevent conflicts of interest which may arise between itself and its customers,and between one customer and another, in order to avoid any adverse effect on its customers. ThisPolicy sets out procedures, practices and controls in place to achieve this. The avoidance of potentialconflicts of interest is a key consideration, so operational structures and procedures, passwordcontrolledsystems, data hierarchy, and the clear segregation of roles and responsibilities are alldesigned to work preventing any conflicts arising in the first place. This Policy applies to all officers(whether Executive or Non-Executive), employees and any persons directly or indirectly linked to theShare plc group of companies (“the Group”) and refers to all interactions with all customers of the Group.ScopeTypes of conflict which may carry a material risk of damage to the interests of a customer include, butare not limited to, the following.Where the Group or any person directly or indirectly linked to the Group:- Is likely to make a financial gain or avoid a financial loss at the expense of the customer;- Has an interest in the outcome of a service provided to, or of a transaction carried out on behalf of,the customer which is distinct from that customer’s interest in that outcome;- Has a financial or other incentive to favour the interest of another customer or group of customersover the interests of the customer;- Carries on the same business as the customer;- Receives, or will receive, from a person other than the customer an inducement in relation to theservice provided to the customer in the form of monies, goods or services, other than the standardcommission or fee for that service;- Designs, markets or recommends a product or service without properly considering all the Group’sother products and services and the interest of their customers.Guarding against conflicts of interestA number of different safeguard systems and processes are in place in order that the potential forconflicts of interest is minimised:- Personal account dealing requirements upon all officers, employees and certain associates of TSCin relation to their own investments;- An Investment Research Policy covering the production and dissemination of investment researchby TSC;- A Register of Information logging receipt and use of any ‘inside information’ by TSC;- Chinese Walls restricting the flow of price sensitive information within TSC;- A Gifts and Inducements Log registering the solicitation, offer or receipt of certain benefits;- External business interests conflicting with TSC’s interests are prohibited for TSC’s officers andemployees, unless Board approval is provided;- Job roles and system access is subject to appropriate segregation of duties considerations, detailedwithin a separate Policy;- Remuneration packages within TSC are structured to minimise any link with levels of businessgenerated with retail customers;- Corporate governance requirements are followed as appropriate to the size and nature of Share plc;- Legal and regulatory record keeping requirements are followed, including the maintenance of aPrivacy Policy for Internet users;- A Public Interest Disclosure Policy (“whistleblowing”) is in place for TSC employees;- Where a conflict of interest arises, TSC will, if known, disclose it to a customer prior to undertakinginvestment business for that customer.A full version of the Conflicts of Interest Policy is available on request from TSC’s Compliance and LegalServices team.Schedule 2Order Execution PolicyPart One: The Quality of ExecutionWhen executing orders on behalf of customers in relation to financial instruments, TSC will take allreasonable steps to achieve what is called “best execution” of customer orders. This means that TSCwill have in place a policy and procedures which are designed to obtain the best possible executionresult, subject to and taking into account, the nature of customer orders, the priorities the customerplaces upon TSC in filling those orders and the market in question, and which provides, in TSC’s view,the best balance across a range of sometimes conflicting factors. TSC will take into consideration arange of different factors which include not just price, but which may also include such other factors asthe cost of the transaction, the need for timely execution, the liquidity of the market (which may makeit difficult to execute an order), the size of the order and the nature of the financial transaction. TSC’scommitment to provide its customers with “best execution” does not mean that TSC owes customersany fiduciary responsibilities over and above the specific regulatory obligations placed upon TSC oras may be otherwise contracted. While TSC will take all reasonable steps based on those resourcesavailable to it to satisfy itself that it will have processes in place that can reasonably be expected to leadto the delivery of best execution of customer orders, TSC cannot guarantee that it will always be able toprovide best execution of every order executed on each customer’s behalf.Part Two: Order Execution Policy1 Customer orders must be received on either a ‘best price’ or ‘limit price’ basis and are subject tothe requirements of this execution policy.2 Where a customer order is received with specific instructions relating to how the order shouldbe executed, the order will be executed in line with those instructions; any such specific instructionsfrom a customer may prevent TSC from taking the steps that it has designed and implemented in itsexecution policy to obtain the best possible result for the execution of customer orders covered by thoseinstructions.3 Customer orders received for transferable securities, i.e. shares, exchange traded funds/commodities, warrants, covered warrants and investment trusts will be executed on one of thefollowing markets:a. London Stock Exchange (“LSE”); the LSE is a regulated market and one of the larger better knownEuropean markets for dealing in both UK and international shares;b. Alternative Investment Market (“AIM”); a market for smaller-capitalisation growth companies. AIM isa not a regulated market, but is an exchange-regulated market owned by the LSE;c. PLUS Markets (“PLUS”); PLUS is a regulated market. PLUS is an independent provider of equitymarket services. Formally known as OFEX, PLUS specialises in primary markets for both domestic andinternational companies and also operates a secondary market quote driven trading platform for smalland mid-capitalisation companies;d. Sharemark; Sharemark is an MTF and not a regulated market. Sharemark is a share trading facility,owned by TSC, specifically designed for emerging or smaller companies whose shares are infrequentlytraded. Customer orders for companies traded on Sharemark must be submitted to TSC, or theirchosen broker, on a limit price basis with shares being traded at a single price;e. and such other markets as TSC considers appropriate in the circumstances.4 The choice of market depends on which market or MTF a particular security is traded on, forexample, where a security is only traded via the LSE, the customer order can only be executed via theLSE; however, where the same customer order can be executed on either of two separate markets, e.g.LSE or PLUS, the market that will result in the best possible result for that customer order will be chosen.5 For venues other than Sharemark, customer orders are executed via specialist market makersknown as Retail Service Providers (“RSPs”). TSC deals with a number of RSPs, all of whom are membersof the LSE and are authorised and regulated by the FSA. The RSPs quote a price and size in securities inwhich they are registered and make this information available via various information vendors.6 TSC’s process for achieving the best possible result for a customer order is initiated by the receiptof the order from the customer. The order is then passed, via an information vendor, to an automatedpolling system, which connects directly to the RSPs registered with that information vendor and in thesecurity concerned. The automated polling system will then identify the RSP offering the best price forthe customer order; this information is then sent back to TSC for acceptance. The range of RSPs availableto TSC will be dependent on which RSPs are accessible through the information vendor used; currentlyTSC is linked to a single information vendor, Proquote, which provides access to a wide range of RSPs.7 On some occasions, where the RSP is unwilling or unable to execute the customer orderelectronically, the order will have to be executed manually with the RSP over the telephone.8 There may be occasions where, as a result of either specific customer instructions, the nature ofthe security being traded, or the services being provided, that customer orders will not be executedon either a regulated market or MTF. Where such instances arise, TSC will obtain the customer’s priorexpress consent before proceeding to execute such orders. The customer’s prior express consent mayeither be in the form of a general agreement or in respect of individual transactions.9 Any customer orders received for collective investment schemes (e.g. unit trusts and/or OEICs) areexecuted either directly via the relevant fund manager, or via Cofunds or LGAS.10 Where a customer order is received for a bond or gilt-edged security, it will be either:- electronically executed via Bondscape, an automated service designed primarily for brokers andother professional investment advisers trading small sizes of fixed interest securities. Two-way pricesare provided by participating market makers. The service automatically selects the best price forexecution from the competing market makers; or- executed with an RSP.11 Generally, there are a number of different execution factors which can affect the outcomeof customer orders e.g. price, cost, speed, the likelihood of execution and settlement, the size andnature of the order. However, as TSC does not differentiate charging structures or settlement processesbetween execution venues, the most significant factor is considered to be the price at which the ordercan be executed. By achieving the best price possible given the execution venues available, TSCdelivers the best possible result for customer orders received.Part Three: Client AcknowledgementBy placing an order with TSC, a customer acknowledges that they have been made aware of andaccept the nature, policy and processes which TSC has in place for providing best execution as definedin this Order Execution Policy and that, in the absence of any express instructions from a customer,TSC shall have full discretion to choose a relevant venue from its current list of venues for executingany order or orders, but in doing so shall assess and balance a range of all relevant factors, includingthose set out in this policy disclosure statement which, in its reasonable determination, TSC considersrelevant to achieving the best result for a customer order.Schedule 3Order Allocation PolicyWhere TSC considers it necessary and in the best interests of the customer, a customer order may beaggregated (i.e. combined) with orders received from other customers.Customers should be aware that aggregating orders in this way may work to their disadvantage.Because their shares will be bought or sold alongside those of other customers, the price a customerpays or receives may not be the same as when buying or selling the shares immediately. The marketmay also quote a different price because of the larger number of shares being bought or sold together.The price the customer pays or receives could, therefore, be higher or lower than if their shares hadbeen bought or sold on their own.With the exception of orders executed on Sharemark, customer orders will only be carried out wherethe total, aggregated order can be dealt; in other words, customer orders will not be partially filled.Partially filled orders are allowable on Sharemark, such that a single order within any Sharemarkauction may be partially filled, to the extent of the maximum executable volume of securities within thatauction and at the prevailing Sharemark auction price.Where a customer applies for a new issue of securities (e.g. within an initial public offer or a placing)and that offer is oversubscribed, the customer may receive a partial allocation of securities or none atall. The allocation guidelines of the offer will be followed wherever practicable by TSC when decidinghow to allocate securities where more than one customer has applied within the same offer. In theabsence of any guidelines, TSC will allocate the securities pro rata to each customer’s application withinthe offer.

Schedule 4Sharemark1 Sharemark, a Multilateral Trading Facility and a trading division of TSC, is a trading systemespecially developed for buying and selling infrequently traded shares. The Sharemark facilities aredesigned primarily for emerging or smaller companies to which a higher investment risk tends to beattached than to larger or more established companies. Further details on how Sharemark operatesare contained on the Sharemark website (www.sharemark.com).2 Dealing instructions in Sharemark investments must be submitted to TSC on a limit price basis.Where the investment is traded only on Sharemark, the dealing instruction will be included within thenext scheduled Sharemark dealing session. Where the investment is also traded on another market,the dealing instruction will be tested regularly against the prevailing price on the other market anddealt earlier than the next scheduled Sharemark dealing session wherever possible.3 Other users of Sharemark may be retail clients, professional clients (e.g. large corporatecustomers or other stockbrokers) or eligible counterparties (e.g. large institutional investors), basedwithin or outside the UK.4 TSC will act as the settlement and clearing agent for Sharemark. TSC will be the counterpartyto all transactions with you or, where you are a retail client and have not placed a deal via TSC, yourSharemark Authorised Broker will take on this counterparty role. All transactions will be settled inaccordance with this Agreement.5 Unlisted investments are traded on Sharemark. Sharemark will on request advise you how toobtain any publicly available information about such investments of which it is aware.6 All transactions in Sharemark securities are subject to the FSA’s transaction reportingrequirements. Transactions in Sharemark securities also dealt on other markets may be subject tothat market’s trade reporting requirements. Where you are a retail client dealing through TSC, TSC willensure compliance with the relevant requirements.7 In the event of system or operational malfunction, Sharemark has the right to postpone or cancelany auction and to refuse to accept or to subsequently delete your orders.8 Sharemark has the right in its reasonable absolute discretion to cancel or suspend your access toSharemark.9 Trading errors and dealing disputes should be referred initially to the Dealing manager at TSC.Should the matter not be satisfactorily resolved, it should be escalated to the Compliance and LegalServices team at TSC.10 With the exception of investments which are also dealt on the LSE, Alternative Investment Marketor PLUS Markets, none of the investments traded on Sharemark are qualifying investments for thepurposes of the FSA’s markets abuse regime.11 The investments traded on Sharemark may not be listed on the LSE or any other RecognisedInvestment Exchange (“RIE”). It may be difficult for you to sell the shares and obtain reliable informationabout their value or the extent of the risks to which the share price is exposed. The share price anddividend yield of shares in Sharemark investments may fluctuate and fall. You may get back less thanyour initial investment. The share price may be subject to sudden and large falls in value, given therestricted marketability of the shares. Sharemark is not an RIE, Recognised Clearing House or regulatedmarket within the meaning of the Markets in Financial Instruments Directive (which is a piece ofEuropean legislation that among other things identifies formally operated exchanges in the EuropeanUnion).12 Sharemark and TSC have not conducted due diligence to ensure the truth or accuracy of thestatements contained in any information originating from the Sharemark company and provided bySharemark or TSC to you.13 You acknowledge that Sharemark and TSC may share your personal details with any companywith securities traded on Sharemark where this is necessary to allow that company to act in accordancewith its Articles of Association (for instance, where it may refuse to register the transfer of shares to aparticular person).PO Box 2000 Aylesbury Buckinghamshire HP21 8ZBphone 01296 41 41 41 deal 01296 41 42 43 fax 01296 41 41 40email info@share.co.uk web www.share.comThe Share Centre Limited is a member of the London Stock Exchange and is authorised and regulated by The Financial Services Authority under reference number 146768.Registered in England number 2461949 Registered office Oxford House Oxford Road Aylesbury Bucks HP21 8SZ

Suitability questionnaireOxford CapitalInfrastructure EISIntroductionUnder the regulations introduced by MiFID on 1st November 2007, Oxford Capital Partners is required to obtaininformation from you in order to enable us to demonstrate that the transactions that we carry out for you withinthis product are suitable for you.Please be aware that we are unable to begin investing your subscription until we have received the completed andsigned form. Please ensure that you have signed the reverse of the form before returning it to:Oxford Capital Partners201 Cumnor HillOxfordOX2 9PJInvestment ObjectivesThe Oxford Capital Infrastructure EIS is designed to provide investors with access to investments in unquotedcompanies and which qualify for tax advantages under the Enterprise Investment Scheme.You should be aware that shares in unquoted companies are generally higher risk than shares quoted on the mainmarket of the London Stock Exchange.The Oxford Capital Infrastructure EIS is designed for growth rather than for income.The investment is likely to be held for the medium to long term, as investments in EIS qualifying companies have tobe held for at least 3 years in order to benefit from the income tax relief and capital gains tax deferral available fromthe fund.Please tick the box to confirm that you are aware of and understand the investment objectivesof the Oxford Capital Infrastructure EIS and that these are consistent withyour own personal financial objectives.(tick)Your occupationPlease state your current occupation, or, if you are retired, your previous occupation.Please state your first language below if it is not English.Investment ExperienceYour experience and understanding of various types of investments is a factor in determining the suitability of theOxford Capital Infrastructure EIS for you. We may wish to discuss the answers you have provided above.Please complete the table on the following page to show in which types of shares you have had personalexperience.Tick those which apply to you and state the number of years of experience

Type of Shares:Large quoted companiesNo. of years of experienceSmaller quoted companiesAIM-listed or unquoted companiesNo previous shareholdingsIn what capacity have you had this experience?ShareholderDirectorAdviser/consultant/auditorOther (please specify)Financial situationPlease tick one of the boxes to indicate your approximate annual net disposable income:More than £100,000£50,000 - £100,000£25,000 - £50,000Less than £25,000Please tick one of the boxes to indicate your approximate net investable assets (i.e. your assets other than yourprincipal home):More than £1,000,000£500,000 - £1,000,000£250,000 - £500,000Less than £250,000Please sign and date this form to confirm that the information provided is accurate to the best of your knowledge.Full name of Applicant:Signature:Date:Should you have any questions regarding this form, please contact us on 01865 860 760.For Oxford Capital Partners Internal Use:Assessment completed:Suitability criteria met:DateDate

Application formOxford CapitalInfrastructure EISSurname:Title:Forenames:Permanent Residential Address:Previous Address: (if less than 3 years at current address)Postcode:Country:Postcode:Country:Time at current address: yrs months Nationality:Email:Daytime Phone:Date of Birth:NI Number:Tax District:Tax Ref. Number:Place of birth Town:Country:If there is a significant tax date driving your investment (e.g. date of disposal of an asset for CGT purposes)please state it here:How have you arranged your investment? (Please select one of the options below)I have received advice in relation to my investment from a financial adviser(please complete section 1 ‘Advised Applications’).I arranged my investment through an intermediary who did not provide any advice(please complete section 2 ‘Non- Advised Applications’).I wish to invest directly with Oxford Capital(please complete section 2 ‘Non- Advised Applications’).Please note, investors should only complete section 1 or section 2Details of Financial Adviser (to be completed by intermediary)Contact name:Name of organisation:Telephone Number:Fax Number:Postal addressEmail address

SECTION 1 - ADVISED APPLICATIONSProduct charges:Initial charge 2.5%*Annual Management Charge 1.5%*Adviser charges:Please complete this section where you have received advice and wish Oxford Capital to facilitate the charges you haveagreed with your financial adviser. Any adviser charges will be taken from your gross subscription and will be deductedbefore the product charges details above are applied.A) Gross subscription £B) Initial adviser charge £ or%C) Ongoing adviser charge(s)# Year 1 £ or%Net subscription (A-(B+C)) £Year 2 £ or%Year 3 £ or%# paid annually in arrears for a maximum of 3 yearsI confirm that I have received advice in deciding to make this investment and authorise Oxford Capitalto pay any adviser charges detailed above from my gross subscription. I understand that, if the chargesagreed with my adviser are subject to VAT, I will remain responsible for payment of the VAT element.SECTION 2 - NON-ADVISED APPLICATIONSProduct charges:Initial charge 2.5%*Annual Management Charge 1.5%*Please note, in addition to the product charges detailed above, a non-advised investment charge of 2% will also apply.This will be taken from your gross subscription and will be deducted before the product charges are applied.A) Gross subscription £B) Non-advised investment charge £ (2% of gross subscription)Net subscription (A-B) £I confirm that I have not received any advice in relation to this investment. I understand that, wherethe investment has been arranged through an intermediary, they will be entitled to receive commissionequivalent to the non-advised investment charge. This will be paid by Oxford Capital. Where anapplication is submitted direct, Oxford Capital will retain the non-advised investment charge.* These charges are subject to VAT

DECLARATIONI wish to invest my Net Subscription into the Oxford Capital Infrastructure EIS on the terms set out in the InvestmentManagement Agreement of the Information Memorandum dated 30th January 2013. I appoint the Fund Manageras my attorney for the term of the Agreement and shall not terminate the appointment during such term.I confirm that:• I am applying on my own behalf;• I do/ do not* wish to seek EIS tax advantages; (* delete as appropriate)• I will notify the Fund Manager if, within three years of the date of issue of shares by a Qualifying Companywhich is allotted to my Portfolio, I become connected with the Qualifying Company or receive value fromsuch a company;• I will notify the Fund Manager of any Investment through the above Fund in any company with which I amconnected within sections 166, 167, 170 and 171 of the Income Taxes Act 2007;• I have read and agree to the Custodian’s Terms of Business.I undertake to notify you immediately if any of the above details change or there are other relevant circumstances ofwhich you should be aware in relation to managing theOxford Capital Infrastructure EIS on my behalf.Executed as a Deed by:(Signature of Applicant)In the presence of:(Signature of Witness)Date:Date:

Have you…• Entered your Tax District and Reference Number - This can be found on your HMRC P60 formor your most recent tax return. For assistance, call the HMRC General Enquiries hotline on 0845302 1455• Informed us of any significant tax deadlines driving your investment?• Completed the box for claiming Tax Advantages? This applies to permanent UK tax payers only.• Signed the form?• Had your signature witnessed?• Enclosed your cheque (payable to: ‘The Share Centre/Oxford Capital Infrastructure EIS ’)?• Enclosed an original bank statement and a utility bill?• Both the bank statement and the utility bill must be originals, less than six months old andconfirm your name and permanent address as stated on your Application Form. The bankstatement should be for the account on which your cheque is drawn. These will be returned toyou promptly.• Please return the completed form to the Custodian at:Oxford Capital Infrastructure EIS,c/o The Share CentrePO Box 2000AylesburyBuckinghamshire HP21 8ZBIf you would find it more convenient to make an electronic transfer of funds, please use the details below. Thistransfer should only be made once you have received written confirmation from The Share Centre that youraccount has been opened.Bank Name: Bank of Scotland Sort Code: 12-21-37Address: 11 Earl Grey Street Acc. Number: 00100130Edinburgh Acc. Name: The Share Centre Limited Customer TransfersEH3 9BN Reference: Infrastructure - [Investor Name]Notes:1. The Fund Manager reserves the right to reject an Application Form if it has reasonable cause to do so, forexample, if relevant information is not included or the application is received late.2. If the Fund Manager accepts an Application Form, the Investor will have entered into the InvestmentManagement Agreement as set out in this document.3. To comply with Money Laundering Regulations you must provide an original utility bill and an original bankstatement, which are less than six months old and which confirm your name and permanent address. Thebank statement should be for the account on which your cheque is drawn. These will be returned promptlyto you by the Custodian.4. If you have applied directly to Oxford Capital Partners by post, rather than via your IFA or by a face-tofacemeeting with the Fund Manager, you have certain cancellation rights as set out in clause 2.3 of theInvestment Management Agreement, which must be exercised in writing within 14 days of the date of thisApplication Form.5. Should you have any queries, please contact Oxford Capital Partners on +44 (0)1865 860 760

Oxford Capital Partners, 201 Cumnor Hill, Oxford, United Kingdom, OX2 9PJT: +44 1865 860 760 e: info@oxcp.com w: www.oxcp.com