2i Innovation Profile

THE FINANCIAL EDUCATION COMPANY

EIS - PLACING DOCUMENT - 2015

TIMETABLE OF EVENTS Allocations of Shares in the current tax year are to be allotted on a date to be determined by the Directors at their absolute discretion.

Share certificates are expected to be dispatched up to 14 days after the relevant allotment date.

The offer period will run from the 1st June 2014 and until the closing date at 3.00 pm on the 15th September 2015, or as soon as the full subscription is reached. The Directors in their absolute discretion may decide to extend or curtail the closing date.

INVESTING IN THE COMPANY INVOLVES A NUMBER OF RISKS AND, IN PARTICULAR, YOUR ATTENTION IS DRAWN TO THE RISK FACTORS AS SET OUT ON PAGES 4/30. AN INVESTMENT IN THE COMPANY MAY NOT BE SUITABLE FOR ALL RECIPI-ENTS OF THIS DOCUMENT. THE CONTENTS OF THIS PLACING DOCUMENT SHOULD NOT BE TREATED AS ADVICE. IF YOU ARE IN ANY DOUBT ABOUT THE OFFER OR THE CONTENTS OF THIS DOCUMENT AND/OR ANY ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT AN INDEPENDENT FINANCIAL ADVISER OR OTHER PERSON AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (“FSMA”) WHO SPECIALISES IN ADVISING ON THE ACQUISITION OF SHARES AND OTHER SECURITIES. RELIANCE ON THIS DOCUMENT FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INVESTOR TO SIGNIFICANT RISK OF LOSING SOME OR ALL OF THE CAPITAL INVESTED. THIS DOCUMENT IS IMPORTANT AND REQUIRES IMMEDIATE ATTENTION.

CONTENTS

02 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18/19 20 21 22 23 24 25 26 27 28 29 30 31 32/33 34/35 36 37 38

Timetable of Events Risk Warning Company Infomation & Corporate Advisors Notice & Disclaimer to Recipients Business Snapshot Ethics and Standards Market & Business Overview The Offer Investment Opportunity Why Financial Education Forex Market Education E-Learning Growth Education Platform "2i Innovation is a EIS financial Revenue Model education company which has Marketing Strategy Profiling received advance assurance by the Conversion Process HMRC. We provide education courses Management Team both in-person and online".

Corporate Structure Summary Financials - 2014 to 2019 Exit Strategies EIS Tax Benefits Examples of EIS Tax Benefits UK Taxation & Legislation Investor Benefits of EIS Qualifying Person & Company Risk Factors Statutory Information Procedure for Application How to Apply Share Application Form Self Certified Investor Declaration

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RISK WARNING

Before making any investment decision, prospective investors should carefully consider all the information contained in this Placing Document including, in particular, the risk factors described below. The B Shares may not be a suitable investment for all recipients. If you are in any doubt about the B Shares and there suitability for you as an investment, you should consult a person authorised under the Financial Services and Markets Act 2000 (as amended) who specialises in advising on the acquisition of shares and other securities.

In addition to the usual risks associated with an investment in a Company, the Board considers that the factors and risks described below are the most significant in relation to an investment in the Company and should be carefully considered, together with all the information contained in this Placing Document, prior to making any investment decision in respect of the B Shares. The list below is not exhaustive, nor is it an explanation of all the risk factors involved in investing in the Company and nor are the risks set out in any order of priority. It should be noted that the risks described below are not the only risks faced by the Company and there may be additional risks that the Board currently consider not to be material or of which they are currently not aware. If any of the events described in the following risks actually occur, the Company’s business, financial condition, results or future operations could be materially affected. In such circumstances, the price of the B Shares could decline and investors could lose all or part of their investment.

The information set out below is not set out in any order of priority.

Lack of operating history - The Company was incorporated on 12 February 2014 and, since that date, has not commenced operations in any significant capacity and so does not have a track record or operating history, nor does it have any material assets or liabilities.

Accordingly, as at the date of this Placing Document, the Company has limited financial statements and/or meaningful historical financial data upon which prospective investors may base an evaluation of the Company. The Company is therefore subject to all of the risks and uncertainties associated with any new business enterprise including the risk that the Company will not achieve its investment objectives and that the value of an investment in the Company could decline and may result in the total loss of all capital invested. The past performance of companies, assets or funds managed by the Directors,

or a person affiliated with them, in other ventures in the financial education and online sector or otherwise, is not necessarily a guide to the future business, results of operations, financial condition or prospects of the Company.

Additional working capital - The Company’s ability to commercialise its business plan and generate sufficient revenues to fund the business may be hindered by delays in a number of factors beyond its control, including its ability to win a sustainable level of contracts.

There is no guarantee that the Company would be able to raise further funds in the future should it need to do so for general working capital purposes or otherwise.

Insurance - The Company may be subject to liabilities and events which cannot be insured against adequately or at all or in relation to which it elects not to insure against due to the level of premium sought. The Company may incur liabilities to third parties in excess of such insurance or amounts paid in respect thereof (if any) arising from such matters.

Dependence on key personnel - The Company will rely heavily on a small number of key individuals, in particular the Directors. The retention of their services cannot be guaranteed. Accordingly, the loss of any such key individual may have a material adverse effect on the business, financial condition, results of operation and prospects of the Company.

General economic climate - The Company may be subject to economic recessions or downturns. During periods of adverse economic conditions, it may experience decreased revenues, financial losses, and difficulties in obtaining access to, an fulfilling commitments in respect of, financing and increased funding costs. Any of the foregoing could cause the value of the investment to decline. In addition, during periods of adverse economic conditions, the Company may have difficulty accessing financial markets, which could make it more difficult or impossible for the Company to obtain funding for working capital and negatively affect the Company’s operating results. Accordingly, adverse economic conditions may have a material adverse effect on the business, financial condition, results of operations and prospects of the Company.

Offer Document approved for the purposes of Section 21 FSMA by: Bank House Investment Management Ltd, Kings House, 125 The Promenade, Cheltenham, Gloucestershire GL50 1NX. The company is authorised and regulated by the (FCA) Financial Conduct Authority No. (571019).

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COMPANY INFORMATION & CORPORATE ADVISORS

Company & Reg. No. 2i innovation Ltd 08892101 Date of Registration 12/02/2014 Contact Information 0845 652 0236 info@2iinnovation.com Registered Office Fleet Place House 2 Fleet Place London EC4M 7RF Lawyers Lester Aldridge 70 Chancery Lane London WC2A 1AF

“Over the next 5 years we will witness a massive shift in how we learn and the way we are educated. A financial education forms the building blocks for an individual's financial security”.

Accountants Mercer & Hole Fleet Place House 2 Fleet Place London EC4M 7RF Bankers Metro Bank PLC One Southampton Row London WC1B 5HA

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NOTICE & DISCLAIMER TO RECIPIENTS

This document and any accompanying management discussion of this document (Placing Document) is provided by 2i innovation Ltd (the Company) only to persons: (i) who are qualified investors (within the meaning of article 2(1) (e) of the Prospectus Directive (2003/71/EC) and, if in the United Kingdom, are also of a kind described in Article 19 (Investment professionals), Article 48 (Certified high net worth individuals), Article 50 (Sophisticated investors) or Article 51A (Self-certified sophisticated investors) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005; or (ii) to whom it may otherwise be lawfully communicated; (all such persons collectively being relevant persons). Any investment or investment activity to which this Placing Document relates is only available to relevant persons.

Persons of any other description, including those who do not have professional experience in matters relating to investments, should not rely on this Placing Document or act upon its contents.

This document should be read as a whole and reliance should not be placed on one section (with the exception of the Risk Factors) in preference to another section, or the Application Form. This document is being published in connection with an Placing that relates to securities outside the scope of section 85 FSMA (as amended by the Prospectus Regulations 2005) by virtue of Schedule 11A, paragraph 9 FSMA. As a result, this Placing is exempt from the requirement to make available an approved prospectus.

Investment in 2i innovation Ltd. constitutes a “controlled investment” within the financial promotion restriction of section 21 FSMA. As a result this Placing Document has been approved

by Bank House Investment Management Ltd, who are authorised and regulated by the Financial Conduct Authority (“FCA”), number 5710191. Despite this, reliance on this Placing Document for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested.

No reliance may be placed for any purpose whatsoever on the information or opinions contained in this Placing Document. The information and opinions contained in this Placing Document are provided as at the date hereof, are not necessarily complete and are subject to change without notice. No undertaking, representation, warranty or other assurance, express or implied, is made or given by or on behalf of the Company or its directors, officers employees, agents or advisers or any other person as to the accuracy, completeness or reasonableness of the information or opinions contained in this Placing Document and no responsibility or liability is accepted or incurred by any of them for or in respect of any such information or opinions (which should not be relied upon) or for any loss howsoever arising, directly or indirectly, from any use of the Placing Document or its content or information or opinions expressed herein, provided that nothing in this paragraph shall exclude liability for any representation or warranty made fraudulently.

The contents of this Placing Document are confidential and must not be copied, published, re-produced, distributed or passed in whole or in part to others at any time by recipients and its contents are confidential. This Placing Document is being provided to recipients on the basis that they keep confidential any information or opinions contained herein or otherwise made available, whether oral or in writing, in connection with the Company.

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In particular, should not be distributed to United States’ residents, corporations or other entities, US Persons (as defined in Regulation under the United States Securities Act of 1933 (as amended) (Securities Act), persons with addresses in the United States (or any of its territories or possessions), Canada, Japan, the Republic of South Africa or Australia, or to any or in any other country outside the United Kingdom where such distribution may lead to a breach of any law or regulatory requirement. The ordinary shares have not been registered under the Securities Act or any State securities laws (State Acts) and may not be offered or sold in the United States or to US Persons (other than distributors) unless the securities are registered under the Securities Act and any applicable State Acts, or an exemption from the registration requirements of the Securities Act and any applicable State Acts is available.

This Placing Document may include statements that are, or may be deemed to be ‘forward-looking statements’. These forward looking statements can be identified by the use of forward looking terminology, including the terms believes, estimates, anticipates, projects, expects, intends, may, will, seeks or should or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forwardlooking statements include all matters that are not historical facts. They include statements regarding the Company’s intentions, beliefs or current expectations concerning, amongst other things, the Company’s liquidity, prospects, growth, strategies and the industry in which the Company operates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.

Forward-looking statements are not guarantees of future performance.

The Company’s actual results of operations, financial conditions and liquidity, and the development of the industry in which the Company operates, may differ materially from those suggested by the forward-looking statements contained in this Placing Document. In addition, even if the Company’s results of operations, financial conditions and liquidity, and the development of the industry in which the Company operates, are consistent with the forward-looking statements contained in this Placing Document, those results or developments may not be indicative of results or developments in subsequent periods. In light of those risks, uncertainties and assumptions, the events described in the forward-looking statements in this Placing Document may not occur. All written and oral forward-looking statements attributable to the Company or to persons acting on the Company’s behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this Placing Document.

By agreeing to receive this Placing Document you represent and warrant that you are a relevant person, and agree to the foregoing (including, without limitation, that the liability of the Company and its directors, officers employees, agents and advisers and any other person shall be limited in the manner described above).

IF YOU ARE NOT A RELEVANT PERSON OR DO NOT AGREE WITH THE FOREGOING, PLEASE IDENTIFY YOURSELF AND RETURN ANY COPIES OF THIS PLACING DOCUMENT IMMEDIATELY.

BUSINESS SNAPSHOT

The Financial Education Company ENTERPRISE INVESTMENT SCHEME

We are an HMRC advance assured EIS - Enterprise Investment Scheme Company. Our objective is to become a market leader in educating both new and experienced investors. We wish to train people in how to trade the markets more successfully and manage their money better.

We believe that there is a considerable opportunity in the market place to build a leading financial education company. Therefore we intend to separate ourselves from the existing market participants and look to both build and grow the business by the following means: Tax Reliefs Under the EIS additional reliefs are capital gains tax deferral relief for, which is useful if investors who have recently paid capital gains tax on other investments.

Investors can defer the taxable gain if they reinvest that money into EIS qualifying shares.

• Developing proprietary financial training programs/platforms with both online and physical courses.

• Designing adaptive 3-tier financial training programmes for beginners, intermediate and experienced investors.

• Creating virtual and real time community driven trading rooms.

• Building custom-configured analytics system for trading and marketing analysis.

• Build an industry benchmark with a respected panel of educators and traders to ensure the highest levels of training and financial education are achieved.

• Acquiring and growing financial and investor databases of potential and existing traders.

• Growing a financial investor community via online and marketing into existing online investor communities.

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ETHICS & STANDARDS

Social Responsibility HIGH QUALITY EDUCATION

A financial education is a modern form of empowerment for the individual. It enables them to best secure for themselves their future financial prosperity. This basic financial education is currently missing from our schooling system and from any form of major distribution.

This objective is a great opportunity and carries serious responsibility. We have created a framework for ethical standards to ensure that individuals receive a high quality financial education. Our strategic broker partners and service providers will be expected to comply at all times with our stringent criteria and service levels.

Empowerment

Industry Benchmark

Therefore leaves only a select pocket of the demographic that are thus empowered. Our objective is to reduce the barrier to entry. So more people who display the selfinitiative to better themselves will be able to become "savvy" investors.

2i innovation will strive to set the industry benchmark and become a ethical and credible financial education provider.

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MARKET & BUSINESS OVERVIEW

The Business

FINANCIAL EDUCATION We understand the market place thoroughly. We also know the best means by which to differentiate and stand out from the competition. The organisation believes that we can achieve a competitive advantage by developing a proprietary financial education format across a range of online and conventional platforms, with a high degree of quality, ethics and professionalism at the core of the business.

Nurture Online learning has changed how we learn, and as a medium has begun to replace the traditional postal delivered distance-learning packs. We intend to capitalise on this change by combining a blend of financial training across the online, one to one, classroom based and distance learning formats. It is our firm belief that only a very practical hands-on educational process and ongoing nurturing approach will train individuals to become competent and confident investors. The need to learn 'just in time' rather than 'just in case' has never been so important. 2i intend to capitalise on this shift.

Our “Financial Education Platform” will be supported by leading industry experts across a range of financial, educational, trading and training disciplines. These will come from the financial and academic workplace. This dynamic mix of professionals will enable us to offer higher levels of training and course content to a wide selection of users. Students from beginners, and intermediates through to experienced investors, not yet seen in the market place will have acccess to quality training.

Referral Fees Our online and classroom based business model will generate significant revenue across a number of income streams. These will come from online subscription fees and E-learning programs. There will also be referral fees once our users start to trade with our panel of brokers, live educational seminars, bootcamps and workshops as well as a several other paid for services.

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THE OFFER

Share Structure THE OFFERING

2i innovation Ltd (“the Company”) is offering 2,200,000 new B ordinary shares at £1.00 per share. Under the Government’s Enterprise Investment Scheme (EIS) the proceeds will be used to grow and develop both the online and live education platforms in accordance with the companies marketing and growth strategies.

The Company has advance approval by HMRC. The total fund under HMRC provisions will raise up to £2,350,000 to fund platform development, data acquisitions and business growth.

Shareholder details for 'A' & 'B' shares ‘A’ shares ‘A’ shares ‘A’ shares ‘B’ shares

Iain Richardson Alexander Johnson Edward Goring Investor Shares

100,000 100,000 50,000 2,350,000

New shares issued by the Company, will be comprised of qualifying 'B' shares, these shares are approved for EIS relief. EIS investments potentially offer significant tax benefits provided that certain detailed conditions are met. These attract income tax relief at 30% on the amount subscribed; no capital gains tax on the EIS shares and no Inheritance Tax, and investors can claim loss relief in the same way.

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The funds raised will go towards the software and content development, data procurement and business growth through acquisition.

Share Capital Assuming full subscription of the Placing , the share capital of the Company will be £27,500 divided into 250,000 "A" Shares of £0.01 each and 2,500,000 "B" Shares of £0.01 each plus a share premium account of £2,325,000. The issued share capital of the Company at the date of this Offer Document is £2,500 divided into 250,000 A Shares of £0.01 each.

The Company will endeavour to meet the criteria.

However, the actual or continuing qualification cannot be guaranteed. The minimum individual investment is £2,500 (2,500 shares at £1.00 each). The maximum individual investment is £1,000,000 pounds under EIS.

INVESTMENT OPPORTUNITY

Growth Potential SCALABILITY

We believe that there is considerable growth potential within the Financial Online Education market. The online education business is both scalable and transferable in terms of language and culture.

The Right Company The “Financial Education Platform” will bring together, professional traders and educators under a innovative and adaptive training platform. Utilising the latest investing and learning techniques students will develop their skills and knowledge base. We understand the methodology behind the financial educational business.

Consequently we have the confidence we possess the right product and skills to capitalise in this fast growth sector.

The Right Product Operating in the online financial and education sector we are concentrating our business at the forefront of two of most exciting and fast-growing market sectors in the world. Our community-centric education platform and expertly devised educational methodology is designed to capitalise on this growth, while nurturing quality, long-term relationships with users.

The right time An enormous migration from traditional learning methods to E-Learning has already occurred. Bringing together classic education techniques within the financial space and with new more innovative learning formats, means we will be perfectly placed to take advantage of this transition.

Investor profile • UK tax payer/ HNWI or Sophisticated Investor.

• Sufficient income tax liability in 2015/16 to claim income tax relief under EIS and/or • Taxable capital gains arising in the 2014/15 tax year with sufficient income.

• Will not need access to your capital for at least three years from the initial subscription date.

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WHY FINANCIAL EDUCATION

Online Trading

SAVVY & INTELLIGENT

One of our main areas of focus across our spectrum of financial training modules, will centre on trading.

Whether it is part time, full time or just a hobby, there are some very sound reasons why this is both logical for us as an enterprise and for our clients.

You Choose The Hours When do you function most effectively? Are you a morning person or a night owl? As a trader it makes no difference. There are markets open 24 hours a day, 5.5 days of the week ready for trading when you are focused and functioning at your best. Participation choice will attract a global target audience Work From Anywhere Many traders trade the markets wherever they are.

Visiting London, Europe, Singapore, Sydney, Auckland, Chicago, New York, Los Angeles and Las Vegas they expect to trade. Technology has allowed a trader to function without the infrastructure of a traditional and anachronistic physical trading room.

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Low Start-Up Overheads For as little as £500 a trading business can be established. This is not to suggest a living can be made, by trading with just £500 starting capital. This merely represents the starting figure in order to learn to manage risk and gain experience in a new field with very small capital outlay. Not many other businesses or professions permit this.

Manage The Risks When we teach people to trade, especially beginners, we encourage small risk amounts on each trade. In fact, 1% risk of trading capital per trade is the maximum we suggest risking even for the most experienced of traders.

FOREX MARKET

Money Never Sleeps 24/7 MARKET PLACE

One such market for these traders is the; Foreign Exchange, commonly known as ‘Forex’ or ‘FX’. It is the exchange of one currency for another at an agreed exchange price on the over-the-counter (OTC) market.

Forex is the world’s most traded market, with an average turnover in excess of US $4 trillion per day.

The common goal of Forex traders is to profit from these changes in the value of one currency against another by actively speculating on which way Forex prices are likely to turn in the future.

Compare this to the New York Stock Exchange, which has a daily turnover of around US $50 billion and it’s easy to see how the foreign exchange market is the biggest financial market in the world.

Unlike most financial markets, the OTC (over-the-counter) Forex market has no physical location or central exchange and trades 24-hours a day through a global network of businesses, banks and individuals. This means that currency prices are constantly fluctuating in value against each other, offering multiple trading opportunities.

Forex Trading Essentially, Forex trading is the act of simultaneously buying one currency while selling another, primarily for the purpose of speculation. Currency values rise (appreciate) and fall (depreciate) against each other due to a number of factors including economics and geopolitics.

Physical Location

"There are now over 1.4 million traders in Europe with that number growing everyday.

These traders are becoming more intelligent and more savvy. As they do so they search for a better route to educate themselves and to achieve personal development as traders".

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EDUCATION

E-Learning

EXPONENTIAL GROWTH

We beleive that the rapid growth in the education technology sector offers an unprecedented opportunity for 2i innovation and its shareholders. “The education and media industries share a distinct parallelism, with regard to both providing content and engaging viewers.

The disruptive effects of digitalisation such as the profusion of new content, audience fragmentation, data centricity and ultimately convergence between content and platform players will lead to a direct change in education. This will lead to exponential growth in the Education Technology Sector not seen before.

New Technologies New technologies now offer students unprecedented opportunities to make learning more effective, inclusive and engaging. Digital technologies can improve effectiveness of resources. This will be achieved through economies of scale, expanding access to a wider number of people and other Open Educational Resources (OER) in a more competitive manner. 2i Innovation will offer a blend of classroom based and online learning experiences.

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The E-learning market is expected to grow over the next 10 years and is likely to represent around 30% of the total education market. The growth in private and institutional funding becoming more widely available will accelarate change, It will support innovation and develop business in the sector. Therefore the transition to online education will be much faster than that experienced by the news and media industry over the last 10 years.

Disruptive Change Education as a whole is three times the size of the media and entertainment market and valued at €3.2 trillion, with the online education sector is around 20% the size of the digital media market. Education is undergoing the same disruptive change that the media industry has already experienced.

"Market research is forecasting that the E-learning industry will experience a fifteen-fold growth over the next 10 years with the digitalisation of education".

E-LEARNING GROWTH

Effective & Efficient QUALITY LEARNING

Online learning is simply another form of distance learning but it is the one that is working the most effectively and growing rapidly. People can trade the markets from the comfort of their own home this has prompted the need for quality online learning and marketing. As we grow this business we will focus on this arena as a clearly recognised area of growth and opportunity for new market entrants such as ourselves.

Flexible Learning Demographically less and less people are setting aside the time to attend in person courses and are instead more attracted to flexible online based learning methods.

The industry analysis further suggests that this area will further grow and its growth is further exaggerated if the end offering is online based. In this case trading is conducted purely through a online broker and thus fits within the research conducted.

E-Learning typically requires 40% to 60% less employee time than the same material delivered in a traditional classroom setting. Participants learned nearly five times more material without increasing the time spent training.

This experience increases the retention rate by up to 25-60% by providing participants control over their learning and the ability to easily revisit material later.

23% Growth Per Annum There is now $55 billion spent on E-learning globally, with Spending expected to double by 2015. E-Learning is now expected to grow at 23% P.A. Up to 2017 with over 40% of fortune 500 companies now using online training.

Pearson, one of the biggest global players in the education sector, has put educationtechnology solutions at the centre of its growth model. Subsequently, digital revenues, as a percentage of the company’s overall revenues, have grown to 33% in 2011 from 20% in 2006. (SOURCE: IBIS CAPITAL)

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EDUCATION PLATFORM

Teaching Methodology GLOBAL POSSIBILITES

Our educational platform and innovative teaching methodology will allow individuals to be empowered by education and help them secure control over their financial future. A strong financial education is extremely valuable in todays society. We will provide a host of traditional financial education products and services whilst also focusing on the high growth online learning arena.

We will develop the relationship with our students by providing in-person events and a virtual trading room.

This will be made available at an affordable monthly cost.

This will act as a gateway for our community of students to interact with one another whilst also having access to market news and analytics.

Financial Education Community

Given our strategy for cross marketing through existing databases across a number of trading and online communities our expansive qualities are vast. We will capitalise on the extreme size of the online poker and online sports betting markets and convert existing real money customers over to an industry which represents relatively high growth, high opportunity and lower saturation.

We are creating an online investor, trading community and educational institution. Sophisticated use of webinars, video content, articles, tests, an interactive learning platform, in-house competitions, products, trading systems and live events will help ensure users enjoy themselves while they absorb valuable skills and knowledge en route to becoming experience investors and traders. Our goal is a reputation for quality tuition matched with stimulating entertainment – the 'go-to' institution for investors.

• Can be a transferable global brand that can migrate across continents • Suitable for establishing as an industry accreditor and benchmark for training • Allows the brand to spread across several financial educational sectors

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Cross Marketing

Our identity best describes our vision and how we wish to position the business in the financial training market place, we wanted a professional brand that placed itself within the correct segment of the market. “2i innovation” will comprise of industry experts from education, personal development and financial markets, we feel that the business will be stronger with this mix and give our education platform the correct balance between learning to trade and actually trading once the correct level of proficiency is attained.

REVENUE MODEL

Revenue Model

SEVERAL PROFIT CENTRES

Our income stream will be generated across several profit centres, with subscription fees for E-learning programs, broker referral fees as well as live training courses and classroom based training for our users.

Referral Fees Once our users begin to trade with the pre-approved panel of regulated brokerage firms. We are paid an (affiliate) referral fee by the broker for making this introduction. We intend to work closely with four to five leading companies to ensure our users have a broad base of products to match their trading and liquidity needs. 2i innovation will remain impartial through out this process.

Products and Services Additionally we will provide a number of other products and services to our existing clients. These might include further analytical software packages, books; physical packages by post: trading terminals and custom built trading computers.

Subscription Users will have choice of subscription across 3 levels of online learning. This will be based on their training needs, financial knowledge and trading experience.

Virtual and Live Online Trading rooms will be made available free of charge during training courses and then available without training restrictions (training wheels) as a part of the subscription modules. There is scope to build in charting and trading e-signal software to increase the value added across the subscription platform.

Courses Courses will be provided both online and in person in a blended learning offering. We will market to a full spectrum of clients and as such we will be endeavoring to best provide our clients with an offering flexible to their needs. This can be provided flexibly to work around individual requirments.. We will also provide a lifetime course repeat programme to further ensure that clients feel the value we create.

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MARKETING STRATEGY

Marketing Strategy VALUE CUSTOMERS

2i innovation's marketing strategy is designed to convert as maximum site traffic into regular, lucrative customers.

Recent success stories like LTG GoldRock and Tradimo rely heavily on strong online marketing techniques for two key reasons: (i) The more frequent the visitor, the more likely they are to convert to paying customers. you are only as good as your ability to analyse user data. (ii) The more you know, the more bespoke information and education can be delivered, thus increasing the value your customers will represent.

Traditional Printed Media

Online Marketing

Advertising in Universities

Online paid advertising, inbound marketing and email marketing are strategies to achieve awareness. We would rely heavily on email marketing, as this is proven to convert best for training days and live trading events due to its short lead-time. A smaller budget would go on cost per registration through online display. When it comes to generating site registrations we want volume display. The most effective media for this consists of: targeted real time bidding platforms, retargeting, YouTube, Linkedin, Google+ and PPC. We have a finite budget initially and would begin with Pay Per Click and real time bidding and then add in video and retargeting initiatives later. This will be re-evaluated regularly.

Within the financial education sector training companies will partner with educational bodies or universities. Thus programmes or courses can receive further accreditation and consequently a higher degree of credibility. This can also benefit clients by contributing towards a larger and more advanced academic programme. Simultaneously we can also cross-market to university students.

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Traditional forms of marketing such as newspapers and print media with the appropriate target readership and editorial profile still achieve healthy response rates, particularly within the world of finance. These may include titles such as: The Financial Times, The Telegraph, The Evening Standard, Metro, The Guardian as well as magazine publications like Business Week, The Economist and Investors Chronicle.

Traditional Post Based Packages Digital marketing is a new form of advertising. However, traditional post based packages have increased in popularity. Many potential clients now look for tangible differences when comparing offerings. There is also a large market of semi-retired clients to be tapped who maybe more interested in a physical post based learning pack rather than an online course.

MARKETING STRATEGY

Nurturing

Cross-marketing

Users have come to expect a more bespoke approach.

Aggressive, low quality, unsophisticated tactics are not only unwelcome but are penalised by Google.

There are considerable opportunities in the market place to cross- market accross specifically selected core sectors such as online poker, CFDs, Binary Options and sports betting due to the propensity to purchase and trade online.

Algorithm alterations with respect to the way in which Google ranks websites have fundamentally altered the reach of many supersites. These changes have deprioritised sites delivering low-quality content and employ trick tactics to lodge themselves on search engines, resulting in serious loss of revenue. Regular and quality content is rewarded in this context.

Therefore our strategy is quality content-driven, thanks to key personnel with strong editorial backgrounds. We are all about an advanced content marketing strategy because we know this is ultimately what brings users back time and again. Google’s change of environment could not have come at a better time for us.

“It costs less to convert user than acquire them - simple.”

One of the fundamental truths of this business, and most others, is that it must cost less to acquire and convert a user than the value they ultimately represent as a customer. Our financial training model will allow for fluid marketing between user databases and reduce the cost of acquisition.

Delivering increasing numbers of potential customers now use their tablets and mobiles to go online. PwC says that by 2018 half the UK population will own a tablet computer and 73% will have a smartphone. 15.5 billion apps will be downloaded annually.

This is a problem for established websites if their platform, site and systems aren’t tailored to tablet/ mobile interfaces. But it is an enormous opportunity for us. All our sites and systems are designed to be mobile/ tablet friendly.

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PROFILING

Customer Profiling USER PROFILES

What does one of our typical customers look like? Here are several examples of profile tests for our financial education company, This is not only a key part of our marketing strategy but is also what allows us to create such detailed user profiles, resulting not only in lower costs but higher conversion rates too.

Jason Patel - Jason is only 27 and after seeing an advert in the Financial Times decided to learn more about a course on Forex trading hoping it will act as a springboard into a job as a trader within a hedge fund. He decides to complete a course online in order to see if it is for him after initially discovering that it is an exciting fast-paced industry and being detail orientated he endeavors toattend a live course. After several months of learning with play money, James decides to start trading with real money. He finds that it is very different when real money is involved and his trading performance falls. The practical knowledge approach of our method combined with ongoing nurturing means James is able to work through this time period and develop further as a trader.

James could end up being with us for years continuing to grow and becoming a major part of our trading room community. Over time he may even mentor other would-be traders.

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Peter Evans - Peter is 42 years old and works for a bank and enjoys the financial markets as someone who understands them well. He may be referred by a friend to our online course in order to learn more. Peter begins to learn that despite his banking background he knows very little about the financial markets but is able to get his head around the basic practice of trading rather quickly. Peter might be seen to trade over his evenings on a part time basis and would be suitable for our seminars over weekends. We would continue to nurture our relationship. Peter may develop as a trader over years continuing to work with us to continuously advance his trading methods. It would also be possible that our trading education would give him the confidence to trade on his own and no longer need an ongoing education. In this case our virtual trading room would act as an online news and analytics center where he could interact with a community of like-minded individuals.

John Wright - John is 62 years old, an introvert, fastidious by nature and has been investing in businesses for over 30 years. He has experienced prosperity before but in recent years has found it harder to find the right risk/reward opportunities for his diversified. for his diversified portfolio. John is lucky in that he also has a quite sizeable investment portfolio and decides attend a webinar after receiving an email offer after writing on an investment forum online. After experiencing the webinar he decides to complete an online course in order to qualify to attend further workshops, boot-camps and seminars. Over time John will develop his investment knowledge and as his experience develops he will trade a higher amount of his own portfolio.

CONVERSION PROCESS

Conversion Process

Traffic through Marketing > Interest Using developed marketing strategies and bespoke software solutions with an inbound marketing and paid search focus 2i will be able to deliver high volumes of traffic on a consistent basis. Our marketing is specifically tailored to capitalise on the latest updates from Google and the increasing significance of mobile friendly platforms.

Interest > Registered Traders As users register on the site using multiple pulls as part of our marketing strategy; we then use a combination of analytical software, an online education platform and further marketing to generate higher levels of user activity. The more active a user is the more likely it they will convert into an active trader.

Registered Traders > Real Money Traders Using a nurturing approach the community becomes full of active users who regularly use the site and generate content within their online circles. In return a higher percentage convert to real money traders by signing up with our broker partners. Our analytical system drives our understanding of the data collected from users. This combined with inbound marketing, affiliate marketing systems and an education platform means that the users remain active and lead to a high conversion rate.

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MANAGEMENT TEAM

We believe there are five core areas of expertise required to establish ourselves as a major player within this marketplace; Education, Financial Trading, Editorial, Technology and Marketing. Our management team and advisory board possess the correct blend of skills necessary to deliver this product to market - Michael Gavridis' in Education & Finance, Edward Goring’s in Technology and Data Analytics, Iain Richardson’s in editorial and publishing and Alexander Johnson's in the Financial Markets.

Michael Gavridis - Chairman

Iain Richardson - Director & Co-Founder

Michael is the MSc in Global Banking & Finance Programme Director for the European Business School, Regent's Business School in London, as well as the first University Chapter Director of GARP (Global Association of Risk Professionals). Michael has been lecturing on Finance over the past eight years on both graduate and undergraduate levels. Previously working in the City of London and New York in a variety of roles ranging from Quantitative Analyst, Researcher and Trader, at Credit Lyonnais Securities, Banque Nationale de Paris and Chase Manhattan Bank. Michael holds a PhD in Financial Economics from Brunel University, London and has trained as an Integrative Psychotherapist and is UKCP registered. Michael has participated in conferences and discussion groups on financial research in the UK and abroad; he has also published articles on financial economic and psychotherapy subjects. His research interests include Arbitrage Models; Predictability of Financial Time Series; Patterns in High Frequency Time Series; Asset Allocation Models and Quantitative Trading Models.

As Managing Director and Founder, Iain has extensive managerial and financial experience across a range of industries. At Lloyds Bank Assurance, Hambro Guardian as well developing stand-alone brands. As publisher for BusinessAge and NetAge magazines as well as several other trade titles, Iain has the editorial prowess, which very much underpins a business of this nature.

Additionally to this Iain has successfully financed a number of independent projects across a range of finance and media sectors via wealth management and family office channels. This broad base of hands on management and consulting exposure to both large and small businesses means that the company is well placed with a experienced business operator.

Alexander Johnson - Non Executive Director Co-Founder Alexander is able to utilise his background knowledge in corporate finance and financial analysis to assist the company in set-up infrastructure as well as structural elements needed to provide strong exit strategies and a clear route to market. Alexander has additionally worked with technology ventures and natural resources ventures offering a diverse sector agnostic perspective. This combined with previous relationships with major FX brokerage houses as an introducing broker offer true value added.

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George Edward Goring - Director & Co-Founder Edward Goring is a seasoned digital entrepreneur having led several technology services and product businesses through growth and exit. His recent successes have been the growth and development of app development company Technophobia where his drive and passion for the space took the company’s annual revenues from £1m to £10m in 3 years eventually overseeing its acquisition by Capita PLC in 2011. Ed exited Technophobia in January 2013 and now sits as CEO of leading data analytics consultancy Bright North. Ed has been responsible for driving the company’s meteoric growth in one of the hottest tech spaces around. In just 10 months Bright North has won clients such as Sky, Metro Bank, JPMorgan, WorldPay, Barclays, M&S, Winton Capital and BBC.

CORPORATE STRUCTURE

The Group

SPECIALISATION

2i innovation will operate as the EIS fund raising vehicle and is the parent company of 2i technology and twointelligent, both being 100 percent owned subsidiaries with speciďŹ c areas of specialisation and focus for each of the two businesses. 2i technology will focus on the development and operation of the front and back end technology and twointelligent will support these platforms with marketing, content and event management.

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SUMMARY FINANCIALS - 2014 to 2019

5 Year Forecast AFTER FULL RAISE

Sept-14 Aug-15

Sept-15 Aug-16

Sept-16 Aug-17

Sept-17 Aug-18

Sept-18 Aug-19

Total sales:

275.625

1.683.255

3.359.940

5.940.131

9.250.560

Direct Costs

219.250

373.100

544.400

878.900

962.400

Direct Sales & Marketing

240.000

660.000

655.000

921.000

1.272.000

Forecast period 5 yrs to end Sept 2019

ProďŹ t & Loss

Gross Profit % Total Personal Total Other Overheads Earning before interest, Tax, Dep'n & Amort'n(EBITNA): Total Depreciation & Amortisation Net Interest (Received)/Paid

Net Profit (Pre-tax)

-67%

39%

64%

70%

76%

385.000

669.000

794.500

1.096.000

1.386.000

99.935

197.100

291.950

567.200

1.302.000

1.074.090

2.477.031

4.328.160

(668.560)

(215.945)

2.500

4.375

3.281

2.461

1.845

0

0

0

0

0

1.070.809

2.474.570

4.326.315

(671.060)

(220.320)

943.000

1.407.000

0

0

0

275.625

1.683.255

3.359.940

5.940.131

9.250.560

1.218.625

3.090.255

3.359.940

5.940.131

9.250.560

790.335

1.880.600

2.199.400

3.346.800

4.907.400

0

0

0

1.237.500

1.237.500

790.335

1.880.600

2.199.400

4.584.300

6.144.900

428.290

1.637.945

2.798.485

4.154.316

7.259.976

Cash Flow: Equity funds received Loan funds Received Trading Funds Received

Total Receipts Trading Payments Made Dividends Paid

Total Payments Closing Cash Balance Sheet: Fixed & Intangible Assets (NBV)

7.500

13.125

9.844

7.383

5.538

Bank/Cash Balances

428.290

1.637.945

2.798.485

4.154.316

7.259.976

Other Current Assets

0

0

0

0

0

Total Assets

435.790

1.651.070

2.808.329

4.161.699

7.265.514

Other Current Liabilities

163.850

192.450

278.900

395.200

929.860

Total Liabilities

163.850

192.450

278.900

395.200

929.860

Net assets/(Liabilities)

271.940

1.458.620

2.529.429

3.766.499

6.335.654

Share Capital + Share Premium

943.000

2.350.000

2.350.000

2.350.000

2.350.000

(671.060)

-220.320

1.070.809

2.474.570

4.326.315 1.416.499

Current year profit/(loss) before Tax B-fwd Profit & (loss) Reserves

0

-671.060

(891.380)

179.429

Corporation Tax Provision

0

0

0

0

Dividends

0

0

0

271.940

1.458.620

2.529.429

Shareholders' fund

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(519.660)

(1.237.500)

(1.237.500)

3.766.499

6.335.654

EXIT STRATEGIES

Exit Options

PLANNED EXIT TIME FRAMES

We envisage an exit within 5 years and have already taken into consideration a number of possible exit options. We have geared this around the experience of the Management and precedents within the market.

As we continue to deliver value in the form of both software, databases and online portals using 2i proprietary marketing and technology solutions, it is likely that a large online media company will purchase us so as to expand their commercial reach and also in order to further capitalise on the value we create.

Realisable Value Both the power of cross marketing and the increasingly realisable value of data drives larger media groups to recognize the extensive value in both betting, gambling and trading community portals. This value is further expanded when coupled with intelligent software solutions and highly analytical and trackable systems additionally incorporated.

The rapid growth within the sector could result in an exit in less time than planned. We will cultivate potential acquirers by courting companies that we think would benefit from such an acquisition.

(i). Any time within the five-year time frame: Be acquired: As we develop 2i Innovation there may be other companies that want to acquire the business and keep its value for themselves. In this case we would want to ensure that the offered sale price meshes with our business valuation.

Sell: Selling outright is likely to be the easiest exit. We would also aim to negotiate for equity in the buying company, allowing all shareholders to earn dividends afterwards. (ii). After three years in operation and subject to any eligibility criteria at the time: 2i innovation would consider a listing on the LSE under the High Growth Segment (a segment of the Main Market) designed to assist mid-sized European and UK companies that require access to capital and a public platform to continue their growth. Specific eligibility criteria (as of May 2014) include • Incorporation in an EEA state • Equity shares only Minimum free float of 10% with a value of at least £30 million (majority of the £30 million must be raised at admission)

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TAX BENEFITS

Tax Benefits

MAIN PROVISIONS

This part of the Placing Document is a summary only of the main provisions of certain relief schemes in respect of taxation. This section does not set out the relevant provisions in full and does not constitute, or purport to offer advice, in respect of taxation. Accordingly, Investors are strongly advised to seek professional advice as to the tax relief that their particular investment will attract and the tax consequences of selling or otherwise disposing of their Shares.

HMRC Tax Scheme The Company is raising finance to build and market online educational community supersites and the web-based technology that drives them, with the opportunity for investors to take advantage of the tax benefits offered by the EIS Government HMRC Tax Scheme, which is designed to encourage investment in certain types of qualifying trades by offering generous tax incentives and reliefs.

EIS are vital source of investment funds from the private sector into small companies. The cost to Treasury is more than offset by the employment and tax revenues from employers and employees created by SME's.

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Enterprise Investment Scheme Enterprise Investment Scheme (‘EIS ’) Tax Benefits its for Individuals It is anticipated that UK tax paying investors will be eligible for Enterprise Investment Scheme tax benefits based on their investment in the Company. EIS Investments offer a number of potential benefits to investors.

For income tax purposes (but not CGT deferral, see below), the individual does not need to be a UK resident or ordinarily resident. Income tax relief is, however, only available where an Investor has a UK income tax liability.

The amount of income tax relief cannot exceed an individual’s tax liability before other reliefs given by way of discharge of tax.

The UK leads the venture capital industry in Europe and the relative success of the EIS in providing finance for small companies in Britain is considerably greater than similar schemes in other European territories.

EXAMPLES OF EIS TAX BENEFITS

Examples of EIS Tax Benefits POTENTIAL BENEFITS

UK tax paying investors will be eligible for Enterprise Investment Scheme tax benefits based on their investment inthe Company. EIS Investments offer the following potential benefits to investors: Income Tax Relief Investors who qualify may deduct an amount that is equal to tax at 30% on the amounts subscribed for eligible shares in 2i innovation from their total liability to income tax for the tax year in which the shares are issued. EIS Relief for the tax years 2014/15 and 2015/16 is obtained at a rate of up to 30 per cent. The maximum invested PA is £1,000,000.

Spouses and civil partners are entitled to invest a maximum of £1,000,000 each, previously £500,000. For income tax purposes (but not CGT deferral, see below), the individual does not need to be a UK resident or ordinarily resident. Income tax relief is only available where an Investor has a UK income tax liability.

The amount of income tax relief cannot exceed an individual’s tax liability before other reliefs given by way of discharge of tax. Relief is normally given in the tax year in which the individual invests, although the amount invested (or part thereof) may be regarded as invested in the previous tax year if a claim is made.

Capital Gains Tax Exemption If an Investor disposes of shares three or more years after the date of issue he or she will be exempt from CGT on any gain realised provided that EIS income tax relief was obtained on the amount subscribed for the shares and that the EIS income tax relief has not been withdrawn. The exemption does not extend to any gain deferred by CGT deferral.

If I Sell after 3 years at a Profit You will not have to pay any tax at all on any profits made from the sale of your B Shares (provided that the Company retains its EIS qualifying status) if you sell them after three years or if the Company is wound up and the assets distributed.

Example A Net cash amount invested for 50,000 B Shares Cash received on the sale of 50,000 B shares Net profit received from the sale of 50,000 B Shares £40,000 Percentage return on cash amount invested

£35,000 £75,000 £40,000 114%

The example given in Table A assumes that only Income Tax relief at 30% has been applied

Example B Net amount invested for 50,000 B Shares assumes that CGT deferrals at 28% and Income Tax relief at 30% is applied Cash received on the sale of 50,000 B shares CGT payable at 28% on deferred gain (higher rate taxpayer) Net cash profit from sale of 50,000 B Shares Percentage return on cash amount invested

£21,000 £75,000 £14,000 £40,000 190%

The example given in Table B assumes that CGT deferral at 28% and Income Tax relief at 30% has been applied plus CGT on deferral on crystalised gain at 28% (Higher rate Taxpayers)

Example C Where an Investor incurs a loss on the first disposal of their shares, the loss (calculated after deducting EIS income tax relief from the base cost) usually may be set against either chargeable gains or taxable income at the election of the Investor.

Net amount invested for 50,000 shares (assuming income tax relief at 30% applied) Cash received from sale of 50,000 shares Tax Relief at 45% on net loss gainst income Net cash loss on sale of 50,000 share

£35,000 £25,000 £4,500 £5,500

The example given above assumes only income tax relief at 30% has been applied and that the Investor is a 45% taxpayer in the year of disposal.

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UK TAXATION & LEGISLATION

Tax Benefits

EIS - ENTERPRISE INVESTMENT SCHEME

Enterprise Invesment Scheme The Company has been established to carry on a Qualifying Trade (as defined below) that should enable Shareholders to claim EIS Relief. The purpose of the EIS is to assist companies in the early stages of growth to raise capital. It does so by offering a range of income tax and capital gains tax reliefs for Investors in qualifying shares in those companies.

The following information is presented in summary form and is not a complete explanation of EIS Relief. Advice on the exact nature and value of any relief available to Investors should be obtained from their professional advisors as the tax effect may vary from Investor to Investor depending on his/her circumstances.

Income tax relief, CGT Deferral relief, CGT exemption relief and loss relief may all be available to Investors under the EIS legislation. EIS Relief can be claimed only by a “Qualifying Investor” (see below) who subscribes for new “Eligible Shares” (see below) issued by a “Qualifying Company” (Page 30) which conducts a “Qualifying Trade” (Page 30). (a) Income Tax Relief Individuals who qualify may deduct an amount that is equal to tax at 30% on the amounts subscribed for eligible shares in qualifying companies from their total liability to income tax for the tax year in which the shares are issued or the previous year. The maximum investment is £1,000,000 per tax year. Spouses are entitled to a maximum of £1,000,000 each.

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For income tax purposes the individual does not need to be a UK resident. Income tax relief is, however, only available where an Investor has a UK income tax liability.

The amount of income tax relief cannot exceed an individual’s tax liability.

Relief is normally given in the tax year in which the individual invests, although the amount invested (or part thereof) may be regarded as invested in the previous tax year if a claim is made.

The shares must be held for a period of three years from date of issue for relief to be retained. If they are disposed of within that three-year period, or if any of the qualifying conditions cease to be met during that period, relief will be withdrawn or reduced. (b) Capital Gains Tax Deferral Relief CGT deferral enables Investors to defer capital gains by reinvesting in qualifying investments. Provided a capital gain realised (on any asset) is reinvested in new “Eligible Shares” of a “Qualifying Company” within 3 years of the disposal giving rise to the gain or not more than 1 year prior to a disposal giving rise to a gain, assessment to tax on the gain arising may be deferred until the qualifying investment is sold or otherwise ceases to qualify. At this point, the deferred gain would come back into charge. (c) CGT Exemption If an Investor disposes of shares three or more years after the date of issue he or she will be exempt from CGT on any gain realised provided that EIS income tax relief was obtained on the amount subscribed for the shares and that the EIS income tax relief has not been withdrawn.

INVESTORS BENEFITS OF EIS

Investor Benefits HIGHLIGHTS

EIS is a government initiative administered by HMRC to encourage individual investment in the UK’s fast-growing enterprise market. The tax benefits include: • Income tax relief at 30% of the amount invested, subject to a maximum annual investment of £1,000,000, reducing the net cost of the investment to 70p per £1 invested.

• Investors can defer Capital Gains Tax on an unlimited amount of chargeable gains by making an investment of an equivalent amount to the chargeable gain. The investment must be made in the period beginning 12 months before and ending 3 years after the date of the disposal giving rise to the capital gains to be deferred. On a £50,000 investment the net cost of the investment after deferral and Tax relief would be £21,000.

• No CGT is payable on gains arising from the disposal of qualifying shares at the end of the relevant period.

• Tax relief on shares disposed of at a loss, allowing investors to offset that loss against income in the year of disposal or the previous year. This means that a 45% tax payer with sufficient income is at risk for 38.5p per £1 invested.

• ITH - Inheritance tax relief on investments in qualifying shares held for more than two years in the event of death.

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QUALIFYING PERSON & QUALIFYING COMPANY

Qualifying Person To qualify an individual does not need to be a UK resident, but the EIS Relief is only available against UK taxable income. An individual must not be “connected” with the Company at any time in the period beginning two years before the issue of the shares and ending immediately before the third anniversary of the issue date or, if relevant, the third anniversary of the date of commencement of the relevant qualifying business activity. The main rules relating to “connection” with a Company are that the individual and/or his or her associates must not: (i) Be an employee, partner or paid director of the Company or any subsidiary, or (ii) directly or indirectly process or be entitles to acquire more than 30 per cent of the issued ordinary share capital, the loan capital or the voting power of the company or any subsidiary, or (iii) possess directly or indirectly such rights as would, in the event of the winding up of the Company or any subsidiary or in any other circumstances, entitle him/her to receive more than 30 per cent of the assets of the company or any subsidiary which would then be available for distribution to equity holders (shareholders and certain loan capital holders). For this purpose an “associate” includes a husband or wife, civil partner lineal ancestor or descendant, a partner and certain persons with whom the individual has a connection through a trust.

An individual must be resident or ordinarily resident in the UK at the time of the accrual of the capital gain and at the time when he or she makes the qualifying investment. If UK resident or ordinarily resident they must also not be regarded for the purposes of any tax treaty as resident in another country. UK resident trustees of discretionary trusts (if all the beneficiaries are individuals) and UK resident trustees of interest in possession settlements (to the extent that individuals hold the interests in possession) may claim EIS Deferral Relief provided that the asset disposed of which gives rise to the gain and the shares acquired are held on the terms of the same trusts. For CGT Deferral relief the investor may be ‘connected’ with the Company.

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A director is not disqualified if he or she is reimbursed travelling and other expenses allowable for tax purposes but generally he or she must not be entitled to remuneration. In limited circumstances, directors previously unconnected with the company or its trade may qualify for relief provided that their remuneration is reasonable, or where non-managerial remuneration is received as trading income.

Qualifying Company Not be quoted on a recognised stock exchange (For these purposes, AIM is not a recognised stock exchange). This requirement must be met at the time of the issue of the EIS shares.

Must exist wholly for the purpose of carrying on one or more “qualifying trades” or be the parent company of a trading group.

The value of the company’s gross assets must not exceed £200,000 immediately before the issue of EIS shares.

Not have at any time previously raised money under the EIS or VCT. The company must have fewer than 25 full-time employees at the date on which the shares are issued.

Spend all of the funds raised for a “qualifying business activity” within 3 years.

The company must not be a member of a partnership.

The company may have subsidiaries in which the company has more than 50% of the ordinary share capital and which are not controlled by any other company.

These tests need to be met continuously from the date the company was incorporated until disposal of the EIS shares.

The Company must have a permanent establishment in the UK and the Directors will undertake, so far as it is within their power to do so, to ensure that the Company’s affairs will be conducted so as to obtain and maintain qualifying status under the EIS throughout the relevant period.

RISK FACTORS

Investors should consider carefully the following factors and other information in this Placing Document before they decide to invest in the B Shares. An investment in the B Shares involves risks and Investors may lose part or all of their investment. All of the information contained in this Placing Document should be considered in the light of the risk factors set out below.

• To benefit from EIS Relief or EIS Re-Investment Relief the Company is required to carry on the business outlined in this Placing Document during the three year period from the last allotment of B Shares, or the date of commencement of trading if later. The Company fully intends to trade but failure could prejudice the continuing application of tax relief.

The principal risk factors considered by the Directors to be relevant when considering an investment in the B Shares are as follows;

• Investors wishing to obtain EIS tax relief must satisfy certain criteria (such as retaining their shares for three years from the date of issue). Failure to meet these requirements will result in the tax relief not applying.

Investors are advised to seek professional advice in this respect.

Risks relating to an Investment in Shares • As the Shares in the Company are unlisted/unquoted on a stock exchange, it will be difficult to obtain valuation information and information regarding the extent of the risk involved. There are often greater risks involved in unquoted shares than quoted shares/securities.

• You may have difficulty selling this investment at a reasonable price and, in some circumstances, it may be difficult to sell it at any price.

Risks relating to Returns • If there is any return on the investment it is unlikely that this (or the initial capital invested) will be distributed to Investors before the expiry of three years from the closing date of the Placing. As a result of this and the tax rules, investing in the Company should not be seen as a short-term investment.

• Under the Company’s Articles of Association, the A Shares and B Shares have different rights. These affect, among other things, the control of the Company and entitlement to any payment of capital or profit to Investors. Please see page 4 for more information on the rights attaching to B Shares.

• In circumstances where the Company seeks funding from sources other than from the Placing, these may need to be repaid in preference to any payment to investors.

Operating History, Past Performance and Future Performance

• The investment described in this Placing Document may not be suitable for all recipients and Investors are strongly advised to consult a person authorised under FSMA who specialises in advising on the acquisition of shares and other securities.

• Past performance and historical information is not an indication of future performance. The Company’s actual performance could differ materially from projections.

The Company will be operating in a competitive industry where the commercial risks are high. Audience reaction, initial reviews and public taste cannot be predicted. Any investment in a online business such as the Company is, therefore, highly speculative and no guarantee of any return may be given.

Risks relating to Taxation Changes in government or government policy could affect the tax treatment of the business and any investments. This could have a material effect on the performance of the Company and any investment in the Company.

(a) Income Tax

• Inflation, deflation and economic risk could reduce the value of an investment in the Company and any return that may be achieved.

• If there is any return on the investment, it is unlikely that this, or the initial capital invested will be distributed to Investors before the expiry of three years from the closing date of the Placing and Investors must therefore take a medium to long-term view of their investment.

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STATUTORY INFORMATION

1. The Company

(c) Return of Capital

The Company was incorporated and registered in England and Wales on 12th February 2014 under the Companies Act 2006. The principal legislation under which the Company operates is the Companies Acts 1985 and 2006 together with the regulations made there under. The registered office for 2i innovation Limited is at Fleet House, 2 Fleet Place, London, EC4M 7RF.

On a return of assets on a liquidation, reduction of capital or otherwise, the holders of the A Shares and the holders of the B Shares shall be entitled to be paid out of the surplus assets of the Company remaining after payment of its liabilities, the amount paid up or credited as paid up on the shares plus the sum of £0.99 and such payment to be paid in proportion to the number of A Shares or B Shares held respectively by the holders of the A Shares or the B Shares (as the case may be). After such payment has been made to the holders of the A Shares and the holders of the B Shares any further surplus assets shall be paid as follows:

2. Summary of Share Rights The articles of association of the Company (the “Articles”), which are available for inspection, at the address specified in paragraph above, contain provisions, among other things, to the following effect. (a) Voting Whatever the number of A Shares or B Shares in issue at any time the A Shares shall confer upon the holders thereof the right (pro rata to the number of A Shares held by each of them) to cast an aggregate of 51% of the voting rights capable of being cast on all matters decided by vote at general meetings of the Company. (b) Dividends The Company’s profits available for distribution and resolved to be distributed in respect of any financial year are to be distributed among the holders of the Shares in proportion to the number of Shares held by them respectively. Until an aggregate dividend of £1 in respect of each Share in issue has been paid, the A Shares and the B Shares shall rank pari passu in all respects in relation to income. Following payment of an aggregate total dividend of £1 in respect of each Share in issue any further profits available for distribution and to be distributed shall be paid in accordance with (i) and (ii) under return of capital.

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(i) 60% in value of such surplus assets shall be paid to the holders of the A Shares in proportion to the number of A Shares held by each of them; and (ii) 40% in value of such surplus assets shall be paid to the holders of the B Shares in proportion to the number of B Shares held by each of them. (d) Redemption The Shares are not redeemable.

STATUTORY INFORMATION

(e) Transfer of Shares

(f) Variation of Rights

Subject to such restrictions contained in the Articles as may be applicable, any member may transfer all or any of his shares by an instrument of transfer in any usual or common form or in any other form which the Directors may approve. Where company’s legislation allows, shares in the Company may be transferred without a written instrument pursuant to procedures adopted for the purpose by the Directors.

Subject to the provisions of the Act, if at any time the capital of the Company is divided into additional different classes of shares, the rights attached to any class may be varied or abrogated, whether or not the Company is being wound up, either:

Any instrument of transfer of a share shall be signed or authenticated in such manner as the Board in its absolute discretion may determine subject to Section 1146 of the Companies Act 2006, by or on behalf of the transferor and, except in the case of fully-paid shares, by or on behalf of the transferee. The Directors may refuse to register a transfer of shares unless the instrument of transfer:

(ii) in the absence of any such provision with the consent in writing of the holders of three quarters in nominal value of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class.

To every such meeting all the provisions of the Articles relating to general meetings or the proceedings thereat shall, so far as applicable and with the necessary modifications, apply, except that the necessary quorum shall be two persons at least holding or representing by proxy one-third in nominal amount of the issued shares of the class in question and that any holder of shares of the class in question present in person or by proxy may demand a poll.

(i) is lodged (duly stamped if so required by law in order to be registered) at the Company’s registered office or at such other place as the Directors may appoint accompanied by the relevant share certificate(s). (ii) is in respect of only one class of share; and

(i) in such manner (if any) as may be provided by such rights; or

(iii) is in favour of not more than four persons jointly. The Directors may also decline to register any transfer of shares on which the Company has a lien or which is made in favour of an infant, bankrupt or person of unsound mind.

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PROCEDURE FOR APPLICATION

Procedure For Application Terms, conditions and procedures for application Share Applications are subject to the terms and conditions included in the Application Form set out below. The basis of allotment will be determined by the absolute discretion of the Directors. The Directors reserve the right: a. to reject any application in whole or in part or to scale down any applications or to accept applications on “first come first served” basis. b. to extend the offer period during which the subscription list remains open; and c. to treat any application as valid and binding on an applicant even if the Application Form is not complete in all respects or is not accompanied by a power of attorney where required.

The Share Application Form should be completed in full and delivered to the address set out on the Application Form together with a remittance for the full amount payable. Cheques must be payable to “2i innovation Ltd” and crossed “Not negotiable” and should be drawn in sterling on an account at a branch (which must be in the United Kingdom, the Channel Islands or the Isle of Man).

Applications must be for a minimum of 5,000 shares. The price of the Shares is £1.00 per share and applications must therefore be for a minimum of 5,000 Shares.

Applicants are advised to allow two full business days for delivery through the post and to use first class mail.

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The right is reserved to present all cheques and banker’s drafts on receipt and to retain certificates for Shares and any monies returnable pending the clearance of all cheques or pending investigations of any suspected breach of the terms applying to the application. All cheques, certificates and other documents sent or returned to applicants will be sent at the risk of the person(s) entitled thereto. Cheques will be presented for payment on receipt If any application is not accepted, the amount paid on application will be returned without interest, in each case sent through the post at the applicant’s risk.

By completing and delivering an Application Form, you irrevocably undertake as follows: to subscribe for the number of Shares specified in the Application Form, on d. the terms of, and subject to, the conditions set out in this document, including these terms and conditions and subject to the memorandum and articles of association of 2i innovation Ltd; to accept such Shares as may be allotted to you in accordance with the terms set out in this document or such lesser number of Shares in respect of which this application may be accepted. e. to accept such Shares as may be allotted to you in accordance with this document or such lesser number of Shares in respect of which this application may be accepted.

PROCEDURE FOR APPLICATION

f. that all applications, acceptances, allotments and contracts arising from it will be governed by and construed in accordance with English law. g. that if you sign the Application Form on behalf of somebody else or a corporation you have the authority to do so and such person will also be bound accordingly and will be deemed also to have given the confirmations, warranties and undertakings contained in these terms and conditions of application. h. you authorise 2i innovation Ltd or any of its respective agents to send by post a certificate for the number of Shares for which your application is accepted and or a crossed cheque and/or return your cheque(s) or banker’s draft(s) for any monies returnable, in each case at the risk of the person(s) entitled thereto, to your address (or that of the first named applicant) as set out in the Application Form and to procure that your name (together with the name(s) of any other joint applicant(s) is/are placed on the Register of Members of 2i innovation Ltd in respect of such Shares. i. that you are not relying on any information or representation other than those contained in the Placing Document and accordingly you agree that neither 2i innovation Ltd nor any person responsible solely or jointly for this document or any part thereof shall have any liability for any such other information or representation. j. on request by 2i innovation Ltd, to disclose promptly in writing to it any information which it may request in connection with your application; and

k. that the remittance accompanying your Application Form will be honoured at first presentation and agree that if it is not so honoured 2i innovation Ltd may (without prejudice to any other rights it may have) void the agreement to allot the relevant Shares and may allot or sell them to some other person in which case you will not be entitled to any refund or payment in respect thereof. Applications will not be accepted from persons or companies resident in the United States of America, Canada, Australia, Japan, the Republic of South Africa or Eire and by completing and returning the Application Form the applicant warrants that they are not a person so resident.

No person or company receiving a copy of this Placing Document and/or Application Form in any other territory (other than the United Kingdom), may treat the same as constituting an invitation to offer to them, nor should they in any event use such Application Form, unless in the relevant territory such an invitation or offer could lawfully be made to them and such Application Form could lawfully be used without contravention of any regulation or other legal requirements. It is a condition of any application by any such person or company outside the United Kingdom that they have satisfied themselves as to the full observance of the laws of any relevant territory, including the obtaining of any government or other consents which may be required and have observed any other formalities in such territory and paid any issue, transfer or other taxes required to be paid in such territory in respect of any Shares acquired under the Placing Document.

2i innovation Ltd reserves the right to request applicants to produce evidence satisfactory to them of their right to apply for Shares under the Placing and that such application would not result in 2i innovation Ltd, its advisors or the Directors being in breach.

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HOW TO APPLY

2i innovation Ltd reserves the right to treat any application, which does not comply strictly with the terms and conditions of the application as nevertheless valid. No letters of allotment or other renounceable or temporary documents of title or receipts will be issued in respect of accepted applications but certificates will be dispatched within 14 days of allotment.

Applications will be irrevocable. Verification of identity requirements of the Money Laundering Regulations 2007 will apply and verification of the identity of the applicant(s) may be required at the Directors’ absolute discretion. A failure to provide the necessary evidence of identity may result in the rejection of the application or in delays in the dispatch of a certificate or the return of the application monies.

The application form and declaration on pages 37 & 38 should be completed in full and/or signed and returned to: 2i innovation Ltd, 2 Fleet Place, Fleet House, London, EC4M 7RF

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2i innovation - Share Application Form Total number of EIS ordinary B shares applied for:_____________________ Total amount GBP enclosed at £1.00 per share £: _____________________ To: The Directors, I/We hereby confirm that I am/we are an authorised person/a certified high net worth individual (in relation to stock or shares in an unlisted Company) /a high net worth Company/the trustee of a high value trust a certified sophisticated/investor as described overleaf.

I/We offer to subscribe for the number of ordinary shares stated above, subject to the memorandum and articles of association of the Company. I/We enclose payment for the above mentioned sum, being the amount payable in full on application for the stated number of shares. I/We request that you send me/us a share certificate by post at my/our risk to the address given below for the number of shares in respect of which this application may be accepted.

I/We understand that no application will be accepted unless and until payment in full for the shares has been made. I/We agree to accept a lower number of shares should the Placing be fully subscribed and the Directors exercise their discretion to scale down applications. I/ We understand that the Company does not accept any liability if the application is not received by the close of the Placing and that proof of posting will not be considered as proof of receipt.

I/We consent to communication by telephone by the Company or its agents. I/We declare that I/we am/are resident in the United Kingdom and have a UK bank account and are a qualifying investor and UK tax payer.

Cheques & Post:

I/We understand that the completion and delivery of this application form accompanied by a cheque or bankers’ draft constitutes an undertaking that the cheque will be honoured on first presentation and an acceptance of the other terms and procedure for application set out in this document.

2i innovation Ltd 2 Fleet Place Fleet House London, EC4M 7RF

To apply for shares please complete and return this application form and the relevant signed self-certification declaration overleaf to the address below along with a copy of a proof of address and photo Identification.

Bank: Name: Account No: Sort Code:

Applicant 1

Applicant 2

Title: ______ Name: ________________ Surname: _____________________________

Title: ______ Name: ________________ Surname: _____________________________

Address:___________________________________________________________________

Address:___________________________________________________________________

Address:___________________________________________________________________

Address:___________________________________________________________________

County: __________________________ Postcode: ______________________________

County: __________________________ Postcode: ______________________________

Signature: 1. _______________________________________ Date: _________________

Signature: 2. _______________________________________ Date: _________________

Banking co-ordinates for online payments: Metro Bank 2i innovation Ltd 13857903 23-05-80

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2i innovation - Investor Declaration

SELF-CERTIFIED SOPHISTICATED INVESTOR

SELF-CERTIFIED HIGH NET WORTH INDIVIDUAL

I hereby declare that I am a self-certified sophisticated investor for the purposes of the Financial Services and Markets Act 2000 Financial Promotion Order 2005.

I understand that this means: (a) I can receive financial promotions that may not have been approved by a person authorised by the Financial Conduct Authority; (b) the Content of such financial promotions may not conform to rules issued by the Financial Services Authority; (c) by signing this statement I may lose significant rights; (d) I may have no right to complain to either of the following- (i) The Financial Conduct Authority; or (ii) The Financial Ombudsman Scheme; (e) I may have no right to seek compensation from the Financial Services Compensation Scheme.

I declare that I am a certified high net worth individual for the purposes of the Financial Services and markets Act 2000 (Financial Promotion) Order 2001. I understand that this means: (a) I can receive financial promotions that may not have already been approved by a person authorised by the Financial Conduct Authority; (b) The content of such financial promotion may not conform to rules issued by the Financial Services Authority; (c) By signing this statement I may lose significant rights; (d) I may have no right to complain to either of the following – (i) The Financial Conduct Authority; or (ii) The Financial Ombudsman Scheme; (e) I may have no right to seek compensation from the Financial Services Compensation Scheme.

I am a self-certified sophisticated investor because at least one of the following applies: (a) I am a member of a network or syndicate of business angels and have been so for at least the last six months prior to the date below; (b) I have made more than one investment in an unlisted company in the two years prior to the date below; (c) I am working, or have worked in the two years prior to the date below, in a professional capacity in the private equity sector, or in the provision of finance for small and medium enterprises; (d) I am currently, or have been in the two years prior to the date below, a director of a company with an annual turnover of at least £1 million.

I accept that I can lose my property and other assets from making investment decisions based on financial promotions I am aware that it is open to me to seek advice from someone who specialises in advising on investments.

I am a certified high net worth individual because of at least one of the following applies: (a) I had, during the financial year immediately preceding the date below, an annual income to the value of £100,000 or more; (b) I held, throughout the financial year immediately preceding the date below, net assets to the value of£250,000 or more. Net assets for the purpose do not include: (i) The property which is my primary residence or any loan secured on that residence; (ii) Any rights of mine under a qualifying contract of insurance within the meaning of the Financial Services and market Act 2000 (Regulated Activities) Order 2001; or iii) Any benefits (in the form of pensions or otherwise) which are repayable on the termination of my service or on my death or retirement and to which I am (or my dependents are), or may be, entitled. I accept that I can lose my property and other assets from making investments decision based on financial promotions. I am aware that it is open to me to seek advice from someone who specialises in advising on investments.

Signature: _______________________________________ Date: ___________________

Signature: _______________________________________ Date: ___________________

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THE FINANCIAL EDUCATION COMPANY

2i innovation Ltd 2 Fleet Place, Fleet House London, EC4M 7RF Tel: 0845 652 0236 info@2iinnovation.com www.2iinnovation.com