Terms and Conditions

Terms and Conditions

This requested Invitation, your Application and/or your participation in the Bandenia Business Bonds, is conditional upon and subject to:

(1) For either online or postal Applications, your completed Application Form together with your completed Appropriateness Questionnaire being submitted and followed by your payment from your Bandenia Holding Account to the Company and being received by the Company not later than the time and date notified for such purpose on the Company’s website ; and

(2) The Company having accepted your Application for a multiple of £10,000 of Bandenia Business Bonds (with a minimum investment of £10,000).

Applications will be accepted on a “first-come, first served” basis, subject to a minimum amount of £10,000 for the Bandenia Business Bonds. You will be making your Application on the terms and conditions contained in this Invitation and the Instrument.

In particular, by making your Application, you will be deemed to acknowledge and confirm:

(a) that you are not relying on any information given or any representations, warranties, agreements or undertakings (express or implied), written or oral, or statements made at any time by the Company or any company which is from time to time a member of the Group in relation to the Company or any member of the Group other than as contained in this Invitation and the Instrument and that, accordingly, no member of the Group, its directors, officers, agents, employees or adviser or any person acting on behalf of any of them shall have any responsibility for any such other information or representation;

(b) you are not relying on any member of the Group to advise whether or not the Bandenia Business Bonds are a suitable investment for you;

(c) that you are (i) an individual who is at least 18 years old and are resident in a suitable jurisdiction (Not the USA or Canada), at the date of submitting your Application Form or (ii) a trust or company resident in the United Kingdom and are not prevented by the laws of its governing jurisdiction or place of incorporation from applying for or holding Bandenia Business Bonds. Applications from joint applicants will not be accepted, nor will Applications from persons who do not provide an address if they reside in the United Kingdom or are under the age of 18 at the date of submitting their Application Form;

(d) that you are a person within the class of persons listed in FCA COBS Rule 4.7.7 (being (a) certified as a ‘high net worth investor’, (b) certified as ‘Sophisticated Investor’, (c) self-certified as a ‘Sophisticated Investor’, or (d) certified as a ‘Restricted Investor’);

(e) you are entitled to make your Application and to be issued with Bandenia Business Bonds in respect thereof under the laws of and rules of any governmental bodies located in any jurisdiction which apply to you;

(f) you acknowledge and confirm that the independent compliance agent is not acting for you or any other applicant in respect of the offering or Bandenia Business Bonds and will not be responsible to such potential applicant or investor for providing protections afforded to clients of the independent compliance agent or in advising him/ her on the relevant transaction;

(g) you are aware that it is up to you to seek advice from someone who specialises in advising on investments;

(h) you are not entitled to be paid any commission in relation to your Application;

(i) you and funds under your management are not engaged in money laundering;

(j) you are making your Application on your own behalf and for no other person; and

(k) you apply for a tax statement relating to your interest to be provided to you annually in electronic format.

Nothing in this requested Invitation, the Instrument or Application will restrict the Company’s liability for fraud.

If you decide to make an Application, you have undertaken to the Company that your cheque will be honoured on first presentation.

Money Laundering.

As part of the Bond Application applicant will be asked to provide personal information about themselves. The Company will use this information to attempt to verify their identity using a number of electronic checks. You agree that that we may pass your personal information to our Service Providers or any other recognised thirdparty company solely for the purposes of verifying your identity, performing anti-money laundering checks, fraud prevention and intermediaries. We do not have to accept you as a Bondholder or accept any funds from you until we have satisfied ourselves, at our own discretion, that we have sufficient and appropriate information to accept you as a Bondholder. We do not have to give you any reason for rejecting or delaying your Application.

Terms Of Application – Process & Timetable Applications in multiples of £10,000 for the Bandenia Business Bonds (subject to a minimum of £10,000), can be made online. Alternatively, Applications must be made by post using a paper Application form.

Applications from joint holders will not be accepted for the Bonds. Applications from individuals, companies, SIPPs, charities and trusts will only be accepted from those who are resident in the appropriate jurisdiction. Applications from companies, SIPPs, charities and trusts must be made using the paper application form and cannot be made online. You can request a copy of the application form by emailing to the company or downloading from our website and completing it onscreen.

If applying online, you will firstly need to complete an Appropriateness Questionnaire before you can access the Application Form. Simply access the online Appropriateness Questionnaire on the website and complete it onscreen. Subject to providing answers which are satisfactory to the Company and compliance you will then be able to access the Application form. Please then submit your online Application. If applying by post, you will first need to complete an Appropriateness Questionnaire before the Company can provide you with an Application Form. Please request a copy of the Appropriateness Questionnaire and Application Form by emailing the Company. Forms are downloadable in PDF format only to avoid amendments and therefore must be completed by hand.

If completing this Application Form by hand please complete this form in black ink and in block capitals, sign and return the completed Application Form and the Appropriateness Questionnaire by post to Bandenia to be received no later than the time and date notified for such purpose on the Company’s website. You will then be able make payment in respect of the full amount of the Bandenia Business Bonds that you are applying for from your Bandenia Holding Account. Details of how to put send funds to your Bandenia Holding Account will be provided to you with our registration confirmation and can be paid by cheque or banker’s draft or online. Please note that your Application and payment from your Bandenia Holding Account to the Company (in multiples of £10,000 subject to a minimum amount of £10,000) must be received by the time and date notified for such purpose on the Company’s website.

Please note that the decision to accept your Application in whole or in part is at the sole and unreserved discretion of the Company. Therefore, the Company may accept your Application in respect of part only of the nominal amount of Bandenia Business Bonds applied for in your Application (in which case the balance of the amount paid by you in respect of Bandenia Business Bonds which were not issued to you would be repaid to your Bandenia Holding Account, without interest). Please note that the Series 1 issue will be closed when the total Bandenia Business Bonds Applications reach £25 million. Cheques will be presented for payment on receipt. You have the right to contact us to cancel your Application at any time within 14 days of receipt by the Company of your completed Application Form. If you contact the Company before then, we will not request your payment for the Bonds, and if you have already transferred this account from your Bandenia Holding Account for your subscription, we will refund this amount to your Bandenia Holding Account (without interest). If you wish to cancel your Application, you should write to Bandenia.

After this date, your Application will be irrevocable and will not be capable of being terminated or rescinded by you. We will inform you in writing if your Application has been successful, in whole or in part, as soon as practicable following 14 days from receipt of your completed Application Form and payment for the full amount of the Bandenia Business Bonds by the Company and, in the event that your Application has been successful, in whole or in part, email you to confirm this and you will be able to view a certificate (“Certificate”) online, which you can print if you wish, in respect of the Bonds that have been issued to you

Bond Instrument DATED: 02 January 2019

Bandenia Financial Group The Company Bandenia Capital Group.

Instrument Constituting £100,000,000 £25 million (being the maximum aggregate amount of Bonds being issued in Series 1)

Bandenia Business Bonds

Bandenia Capital Group, accepts responsibility for the information contained herein.

This document has been approved by the board of directors of Bandenia Capital Group and the Bandenia Financial Group.


THIS INSTRUMENT is made by way of Deed Poll on 02 January 2019

Background: (A) The bond constituted by this Instrument is one of a series of unsecured convertible and nonconvertible transferable bonds of the Company (the bonds of which series being hereinafter called the “Bonds”).

(B) The Pricing Supplement as attached to each Bond Certificate supplements this Instrument and may specify such additional terms which, to the extent so specified or to the extent inconsistent with this Instrument, replace or modifies this Instrument.


1. Definitions and Interpretation 1.1 The following words have these meanings in this Instrument unless a contrary intention appears: Aggregate Nominal Amount in respect of the Bonds in issue at any time, the aggregate principal amount of the Bonds outstanding at that time and/or all accrued interest thereon; Bondholder or Bondholders the person(s) from time to time entered in the Register as the holders of the Bonds; Bondholders’ Bandenia Holding Account the short-term facility to hold funds relating to applications for and investments relating to the business of the Company and that of the members of its group of companies (including, for the avoidance of doubt, the Bonds); Business Day a day other than a Saturday or a Sunday on which banks are open for business in London; Bond Certificate a certificate evidencing title to the Bonds issued by the Company; Commencement Date the date of issue of the relevant series of Bonds as specified in the Pricing Supplement; Default event has the meaning given to that term in Clause 6.1; Directors the board of directors of the Company from time to time; Instrument this instrument; Interest Payment Date the dates specified in the Pricing Supplement that fall after the Commencement Date and each subsequent date thereafter; Interest rate the rate specified in the Pricing Supplement; maximum Nominal Amount the maximum aggregate nominal amount of Bonds per Bondholder (if any), as set out in the Pricing Supplement; minimum Nominal Amount the minimum aggregate nominal amount of Bonds per Bondholder, as set out in the Pricing Supplement; Nominal Amount the nominal amount of each Bond, as set out in the Pricing Supplement; Pricing Supplement the applicable pricing supplement published in relation to the Bonds and attached to each Bond Certificate substantially in the form set out in Schedule 1 of this Instrument; recognised Investment exchange has the meaning ascribed to that term in section 285 of the Financial Services and Markets Act 2000; register the register of Bondholders maintained by the Company as provided for in Clause 11; registered Office the registered office of the Company from time to time; repayment Date subject to pre-payment by the Company in accordance with the terms of this Instrument, the repayment date is specified in the applicable Pricing Supplement. 1.2 In this Instrument, unless the contrary intention appears: (a) the singular includes the plural and vice versa and any gender includes the other gender; (b) ‘person’ unless the context otherwise requires includes a natural person, a firm, a partnership, a body corporate, an unincorporated association or body, a state or agency of state, trust or foundation (whether or not having separate legal personality); (c) a ‘natural person’ unless the context otherwise requires shall mean a human being, as opposed to a juridical person created by law; (d a reference to: (i) a document means that document as amended, replaced or novated; ii) a statute or other law means that statute or other law as amended or replaced, whether before or after the date of this Instrument and includes regulations and other instruments made under it; (iii) a clause or schedule is a reference to a clause or a schedule in this Instrument; and (iv) a month means a calendar month; (e) where the word ‘including’ or ‘includes’ is used, it is to be taken to be followed by the words: ‘but not limited to’ or ‘but is not limited to’, as the case requires; (f) where a period of time is expressed to be calculated from or after a specified day, that day is included in the period; (g) a reference to “date of redemption” or “repayment” or “redeemed” or “repaid” means the date on which all the outstanding principal and accrued interest on all the outstanding Bandenia Business Bonds is finally paid; and (h) headings are inserted for convenience and do not affect the interpretation of this Instrument. 2. Amount and Status of Bonds 2.1 The aggregate principal amount of the Bonds is limited to £100,000,000 to be designated as a relevant series or tranche of Bonds as the Directors shall determine and as set out in the Pricing Supplement. 2.2 No Bondholder shall be entitled to be issued and registered with more than the Maximum Nominal Amount (if applicable) or less than the Minimum Nominal Amount of the Bonds. 2.3 Subject always to Clause 2.2 above, the Bonds shall only be capable of being issued in multiplies of the Nominal Amount. 2.4 The Bonds shall not be issued or registered in the names of more than one Bondholder. 2.5 Subject to this Instrument and the Pricing Supplement, the whole of the Bonds as and when issued shall rank pari passu equally and rateably without discrimination or preference. 2.6 The Bonds shall not be capable of being dealt in or negotiated on any stock exchange or other recognised or capital market in the United Kingdom or elsewhere and no application has been or will be made to any Recognised Investment Exchange for the listing of, or for permission to deal in, the Bonds. 3. Interest 3.1 Interest is payable on the principal amount outstanding under the Bonds from the Commencement Date until the date of redemption and will be calculated on the basis of a 365 day year. 3.2 Interest accrues from day to day at the Interest Rate and is payable to the Bondholders on each Interest Payment Date in arrears up to and including the date on which the Bonds are repaid under the terms of this Instrument and shall be paid to the Bondholders within 15 Business Days of such Interest Payment Date. 4. Redemption of Bonds 4.1 All Bonds not previously repaid (in whole or in part) before the Repayment Date will be redeemed by the Company on the Repayment Date,  at par, together with interest accrued up to and including the date of redemption, provided that the Bondholder completes the notice of redemption on the reverse of the Certificate and returns the same to the Company, as referred to on the reverse of the Certificate (or as notified to the Bondholders from time to time), in accordance with the instructions printed thereon so as to be received by the Company at least six months prior to the relevant Repayment Date. 4.2 All payments of principal and interest in respect of the Bonds by or on behalf of the Company shall be made at the Bondholder’s risk: (a) by bank transfer in favour of the Bondholder to the relevant Bondholder’s Bandenia Holding Account; and (b) in respect of both payment of principal and the payment of interest, subject to the prevailing withholding tax at the basic rate of income tax (currently 20 per cent.) imposed in the United Kingdom by HM Revenue & Customs but otherwise free and clear of, and without withholding or deduction for, any other taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed unless such withholding or deduction is required by law. In that event, the Company shall make such further withholding or deduction and shall, where required, account to the relevant tax authority for such withholding or deduction. For the avoidance of doubt, in such circumstances, the Company shall not be required to increase or gross-up any payment of principal or interest made hereunder. 4.3 All Bonds redeemed by the Company pursuant to the terms of this Instrument will be cancelled and will not be available for reissue. 4.4 In the event that any income or other tax is deducted from a payment, the Company will issue by email to the Bondholders as soon as reasonably practicable, following the 5 April in each year, a certificate of deduction of tax in respect of the tax deducted or withheld.  55. Pre-payment 5.1 In addition to Clauses 5.2 and 6.1, the Company will been titled to pre-pay any or all of the principal amount of the Bonds together with interest accrued thereon at any time after the first anniversary of the relevant Commencement Date. 5.2 In addition to Clauses 5.1 and 6.1, and subject always to the remainder of this Clause 5, if so requested by a Bondholder in writing (which, for such purpose, includes email), the Company may in its absolute discretion redeem the whole (and not part only) of the relevant Bondholder’s Bonds provided that such redemption under this Clause 5.2 shall not occur or take effect prior to the first anniversary of the relevant Commencement Date. 5.3 For the avoidance of doubt, the decision as to whether to accept an application for early redemption of Bonds pursuant to Clause 5.2 shall be at the absolute discretion of the Company and it shall be a condition of any such acceptance by the Company that the Bondholder shall have completed the notice of redemption on the reverse of their Certificate and delivered the same to the Company (or as it shall direct) prior to such redemption. 6. Default Events 6.1 Notwithstanding Clause 4 and 5 and subject to Clause 6.2 and 6.3 all outstanding Bonds shall become immediately repayable, at the option of a Bondholder, at the Aggregate Nominal Amount together with all accrued interest up to and including the date of redemption, on the happening of any of the following events (each a “Default Event”): (a) an order is made or an effective resolution passed for winding-up or liquidation of the Company (otherwise than for the purposes of or in the course of a solvent re- organisation, reconstruction or amalgamation); or (b) an encumbrancer has taken possession of or if a receiver, administrative receiver, liquidator, judicial factor or other similar officer is appointed to take possession of the whole or any material part of the property or undertaking of the Company, and in any such case is not discharged, withdrawn or removed within 14 days of possession being taken or an appointment being made provided that at all times during such period the Company is contesting such possession or appointment in good faith and diligently; or (c) any administration order or any administration application has been made in respect of the Company; or (d) any procedure or step analogous to the events set out in Clause 6.1(a) to (c) is taken in any jurisdiction. 6.2 The Company will use reasonable endeavours to give notice to the Bondholders of the happening of any Default Event within ten Business Days upon becoming aware of the same. If any Bondholder shall waive in writing its right of repayment of the Aggregate Nominal Amount due to it, the Bonds held by such Bondholder shall remain outstanding and not to be repaid by reason of that Default Event. 6.3 In the event that the repayment of principal or payment of interest (or part thereof) relating to the Bonds would result in the Company being in breach of any material regulatory restrictions as to maintenance of capital (as such regulatory restrictions are in force from time to time) (“Regulatory Restrictions”), then the Company may defer the payment or repayment due in respect of some or all of the Bonds until such time as such payment or repayment would not breach the Regulatory Restrictions. A deferring of payments under the Bonds pursuant to this Clause 6.3 shall not be an Event of Default. 7. Non-Conversion Neither the principal amount of the Bonds nor any accrued interest thereon shall be capable of conversion into shares or other securities in the Company. 8. Certificates 8.1 The Company will recognise the Bondholder entered in the Register as the absolute owner of the Bonds. The Company is not bound to take notice or see to the execution of any trust whether express, implied or constructive to which any Bonds may be subject. 8.2 If any of the Bondholder’s Bonds are due to be redeemed under any of the provisions of this Instrument, the Bondholder shall, if requested by the Company, deliver up to the Company (at its Registered Office or as the Company may direct) the Certificate(s) for the Bonds which are due to be redeemed in order that the same may be cancelled and, upon such delivery (if so requested by the Company), the Company shall pay the relevant redemption amount to the Bondholder. 8.3 If any of the Bondholder’s Bonds are liable to be redeemed under any of the provisions of this Instrument, and, following a request by the Company, it fails to or refuses to deliver up the Certificate(s) for such Bonds at the time and place fixed for the redemption of such Bonds, then the Company may set aside the relevant amount due to the Bondholder, pay it into a separate interest-bearing bank account which shall be held by the Company in trust for the Bondholder (but without interest (save as may accrue in such account)) and such setting aside shall be deemed, for all purposes of these conditions, to be a payment to the Bondholder and the Company shall thereby be discharged from all obligations in connection with such Bonds. If the Company shall place such amount on deposit at a bank, the Company shall not be responsible for the safe custody of such amount or for any interest accruing on such amount in such account. 8.4 If any Certificate is lost, stolen or mutilated, defaced or destroyed, it may be replaced at the Registered Office, subject to all applicable laws, upon such indemnity and payment of expenses as the Directors may reasonably require. 9. Transfer The Bonds are not transferable in whole or in part and neither the Company nor its Directors shall approve or arrange or participate in any transfer of the Bonds whether by registration or otherwise. 10. Transmission 10.1 Any person becoming entitled to Bonds as a result of the death or bankruptcy of a holder of Bonds or of any other event giving rise to the transmission of such Bonds by operation of law may, upon producing such evidence as reasonably required by the Directors, be registered as the holder of such Bonds. 10.2 In the case of death of a registered holder of Bonds, the only persons recognised by the Company as having any title to the Bonds are the executors or administrators of a deceased sole registered holder of Bonds or such other person or persons as the Directors of the Company may reasonably determine and they will be entitled to require repayment of the Bond at par. 11. Register of the Bonds 11.1 The Company will at all times keep at its Registered Office, or at such other place as the Company may have appointed for the purpose, a register showing: (a) the nominal amount of the Bonds held by the Bondholder; (b) the certificate number of each Bond issued; (c) the relevant Pricing Supplement of each Bond issued; (d) the date of issue and all subsequent transmissions of ownership; and(e) the name and address of the Bondholder. 11.2 The Bondholder may at all reasonable times during office hours inspect his/her details entered in the Register and take copies of such details from the Register. 11.3 The Register may be closed by the Company for such periods and at such times as it thinks fit but not more than 30 days in any calendar year. 11.4 Any change of name or address on the part of the Bondholder must be notified to the Company or as the Company may direct and the Register will be altered accordingly. 12. Warranties and Undertakings 12.1 The Company undertakes to the Bondholder that: (a) it will perform and observe the obligations imposed on it by this Instrument; and (b) the Bonds are held subject to and with the benefit of the terms and conditions set out in this Instrument and are binding on the Company and the Bondholder and all persons claiming through or under them. 12.2 The Company warrants to the Bondholder on the date of this Instrument, and at all times while such Bondholder holds Bonds, that: (a) it has the power and authority to issue the Bonds and to exercise its rights and perform its obligations under the Bonds; (b) it has the power and authority to enter into this Instrument and to exercise its rights and perform its obligations under this Instrument; (c) it has taken all necessary corporate, shareholder and other action to authorise the execution, delivery and performance of this Instrument; and (d) it has been duly incorporated, constituted or amalgamated and is validly subsisting and is in good standing under the laws of the jurisdiction in which it is incorporated, constituted or amalgamated. 13. Notice 13.1 Any notice or other communication to be given under this Instrument must be in writing and will be served by delivering it personally or sending it by pre-paid post or by email to the address or email address, as applicable, and for the attention of the relevant party notified by that party. Any notice will be deemed to have been received: (a) if delivered personally, at the time of delivery; (b) in the case of pre-paid post, 48 hours from the date of posting; (c) in the case of email, on the Business Day following the day on which it was transmitted. 13.2 If deemed receipt occurs before 9am on a Business Day the notice is deemed to have been received at 9am on that day and if deemed receipt occurs after 5pm, the notice is deemed to have been received at 9am on the next Business Day. 13.3 The addresses of the parties for the purposes of the Instrument are as set out in the Register from time to time, and in the case of email addresses as advised by the Bondholder from time to time, or such other address or email address as may be notified in writing from time to time by the relevant party to the other party. 14. Costs and Expenses Each party shall pay its own costs, charges and expenses relating to the execution and implementation of this Instrument. 15. Third Party Rights No person shall have a right under the Contract (Rights of Third Parties) Act 1999 to enforce any term of this Instrument. 16. Governing Law and Jurisdiction 16.1 This Instrument and each of the Bonds is governed by and shall be construed in accordance with the law of England and Wales. 16.2 Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales as regards any claim, dispute or matter arising out of or in connection with this Instrument.

EXECUTED and DELIVERED) as a DEED on the day and year) set out above for and on behalf of ) Bandenia Capital Group in the presence of: )


Form of Pricing Supplement Pricing Supplement dated 02 January 2019 and amended. Bandenia Capital Group (Incorporated and registered in England and Wales with registered number 04649808) Issue of a principal amount of GBP 25,000,000 Bandenia Business Bonds Series No: 1

Terms used herein shall be deemed to be defined as contained in the terms and conditions set out in the Instrument dated 02 January 2019. The Bonds shall be issued subject to the terms and conditions and the provisions of the Instrument. A copy of the Instrument is available for inspection at the Registered Office.