Strictly private and confidential

THIS IS NOT AN OFFER DOCUMENT AND IS NOT FOR FURTHER DISTRIBUTION

‘CARS Invest’ Enterprise Investment Scheme and ‘CARS Drive’ (“CARS”)

- Proposal: CARS Invest and CARS Drive (“CARS”)- Personal referral only- Enhanced tax treatment through Enterprise Investment Schemes( “EIS”)- Cars Club- Selection Advisory Committee- Restoration Process- Investment Options- CARS Drive- Duration and final distribution of CARS Invest and CARS Drive- Management & performance fees and service charges - Annual service charge for investors in CARS Drive- Why invest in CARS ?- Which cars are likely to be considered for inclusion into CARS? - Benchmark Indexing- CARS Managers- Summary risk factors

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Proposal

CARS Invest and CARS Drive (“CARS”)

The managers of CARS propose to offer UK resident taxpayers the opportunity to invest in a highly tax efficient manner into a diversified collection of rare and limited production classic cars (“CARS invest”). Rather than rely on market movement to generate returns, the manager of CARS intend to create value both through restoration of attractively priced blue chip classic cars (a minimum of 75% of monies will be invested in the restoration projects) and opportunistic trading in appropriate classic cars. The main thrust of the business will be restoration projects. CARS will be marketed and administration services provided through Realworld Capital Management Ltd, which is authorized and regulated by the Financial Conduct Authority.

Classic cars are typically defined as relatively rare and universally desirable and collectable manufactured before 2000, although it will be within our remit to identify and purchase cars that are relatively recently built (post 2000) if the Manager believes they are now becoming rapidly-appreciating collector items. The collection will include the most desirable cars from leading marques mainly built in the 1950s, 60,70s, 80s and 1990s.

Investors in CARS Invest are not permitted by the legislation governing EIS schemes to drive the cars within the schemes. Accordingly, the Manager will additionally offer investors in CARS Invest the opportunity to subscribe into CARS LLP (“CARS Drive”) through which a carefully selected collection of classic and modern supercars will made for investors to drive. Unlike CARS Invest, CARS Drive is not an EIS scheme, but retains UK tax residents’ standard exemption from capital gains tax on sales of classic cars. The aim is to select cars that the Manager and its Advisers believe have a strong possibility of further capital appreciation over the lifetime of the Partnership. Investors may elect to subscribe to CARS Invest only and not invest in CARS Drive.

Personal referral only

CARS Invest and CARS Drive are only open through personal referral.

Enhanced tax treatment through Enterprise Investment Schemes (“EIS”)

Investment through an EIS scheme greatly enhances the already favourable tax treatment for privately owned classic cars. Investors will be offered the opportunity to choose between 6 HMRC approved EIS schemes (CARS Invest 1 to 6 ) (together “CARS Invest”) each of which will cover favoured marques and specified manufacturing periods, or a broad collective marque group, thus offering investor choice and diversification.

Under the terms of EIS, investors obtain income tax relief of 30% of the amount invested, exemption from inheritance tax after holding EIS shares for 2 years, exemption from capital gains tax after holding EIS shares 3 years and loss relief against the individual’s highest income tax rate (equating to capital at risk of 38.5 p per £1 invested), if applicable. Capital gains tax payable and paid can also be deferred, recovered or invested, subject to the EIS rules.

CARS Club

Investors in CARS will automatically be enrolled in their own exclusive car club (CARS Club”) where cars undergoing restoration may be viewed and investors encouraged to closely follow restoration projects that most interests them. Those investors who have chosen to invest in CARS Drive will be encouraged to drive the cars within the category of their subscription investment level. Club social events will also be built around driving activities. A concierge service will facilitate car collections for deliveries, or pick-ups and returns.

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Selection Advisory Committee

The managers combine extensive experience of classic car restorations and classic car ownership with substantial legal and financial services expertise to include Macfarlanes as solicitors and tax advisers, [Price Waterhouse] as accountants, Kinetic as regulatory advisers, Lockton as insurers and [Coutts] as bankers.

The Managers will also look to be advised by a group of highly knowledgeable and respected marque experts, mainly comprising of major car collectors based in the UK (“Selection Advisory Committee”) who were originally approached by the managers to undertake this role. Their impartial advice will be taken into consideration in car selection. Often it is only marque experts who will have the knowledge required to select the appropriate models for investment, and also guiding on specific examples to be bought.

Restoration process

Determining the right cars to invest in, paying the right price for any car, and determining the appropriate restoration work and overseeing it are the key determinants of success for the manager.

Choosing the best restoration firms for the marque and model is critically important. One of the great advantages of mandating our Select Advisors (marque experts) is to leverage their extensive marque knowledge through their experiences as collectors, which means they know first-hand the best restorers across the UK for each classic model that we will be investing into. This will facilitate oversight of each restoration project, ensuring the highest quality work aiming within budget and within an agreed target time frame. In turn, the most important restorers prefer to work with customers they know and trust, and together can respond to the challenges that arise with such careful restoration work.

Often the best specialist restorers have lengthy waiting times, but they may facilitate time and workshop space for preferred old customers, such as those we have invited as our advisers. The managers have personal and extensive knowledge of the finest restorers for Aston Martin and Ferrari.

Investment Options

Investors will be able to choose (1) an equal allocation between the 6 EIS companies or (2) free choice between the EIS schemes (“Investor Selection Option”) subject to a maximum of no more than 50% (to ensure diversification) in any one company, a minimum investment of 20% in any one company and a minimum initial subscription being achieved for any one company (CARS Invest series) or LLP (CARS Drive) if the amount elected by investors is considered sufficient by the Manager.

Each EIS scheme has a maximum permitted subscription under EIS rules of £12,000,000 and investors will be offered subscription amounts only for £250,000, £500,000 and £1,000,000. Investor numbers will be limited to 120. The Manager reserves the right to scale back subscriptions pro rata if required.

Investors can subscribe to the following EIS schemes:

CARS 1: Aston Martin 1950 to 1969 CARS 2: Aston Martin 1970 to 2005CARS 3: Ferrari 1950 to 1969CARS 4: Ferrari 1970 to 2005CARS 5: British cars ex-Aston Martin 1950 to 2005 (predominantly Jaguars and Bentleys) CARS 6: European marques, ex-Ferrari 1950 to 2005 (predominantly Porsche, Mercedes-Benz, Alfa Romeo, Lamborghini and Maserati)

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CARS Drive

CARS Drive will be structured as a limited partnership and will predominantly purchase modern classics that have started to increase in value. These cars will form a reliable pool of cars to be driven by CARS Drive investors between April and October each year. As well as a predominance of more modern classics in CARS Drive, it is also intended to purchase a few more expensive models that will likely include, amongst others, and subject to overall investor interest to participate in CARS Drive; an Aston Martin DB4, an Aston Martin DB5, an Aston Martin DB6, a 3.8 Jaguar E-Type, a Jaguar XK150 and a Ferrari Dino, all of which will be pre-major restoration (and therefore less susceptible to devaluation through mileage increase due to the fact that they are expected to be restored thereafter) but eminently drivable and desirable.

Investors within CARS Drive will pay an annual amount to cover insurance and storage and concierge service that will be at a discounted trade price. Lockton, one of the biggest insurers of classic cars and the world’s largest privately owner-insurer, has created a bespoke policy for CARS.

Valuations of each company’s stock will occur annually with each car valued by independent experts. The Managers will select cars following consultation with the Selection Advisory Committee; this is in addition to extensive due diligence and price discovery carried out independently by the Managers.

Driving time allocations, which can be taken across the range of classic models owned in CARS Drive, is as follows:

£ 250,000 7 driving days every year£ 500,000 14 driving days every year£ 1,000,000 28 driving days every year

Duration and final distribution of CARS Invest and CARS Drive

The scheme’s life is proposed to be 7 years with disposals anticipated to occur mainly over the final 2 years of the scheme’s life (thus allowing for the high probability of at least two rounds of restorations), however, a majority of at least 75% of investors by value may require the continuation of each company on an annual renewable basis up to a maximum period for each EIS scheme of 10 years (“Investor Extension Period”). This will facilitate market timing of sales that may be affected, inter alia, through a trade sale, private sales, share buyback or members’ voluntary liquidation. Investors will be able to make one-off bids for completed restored cars for a defined period based on an independent guide price, and if an investor at least after which cars will be offered to the market for a restricted period to ensure no higher price can be achieved with cars sold at the highest price.

Scheme liquidity will be limited to the period between the 7th and 10th years depending on any Investor Extension Period or to matching exit and entry requests, where terms can be agreed between exiting and incoming investors. Investment in the companies should therefore be viewed as a long-term investment.

Management & performance fees and service charges

The managers will charge 2% of the subscription amount of the combined EIS schemes (initial set-up expenses require more in the first year) in the first year in advance and 1% thereafter. They will also be entitled to 20% of the final distribution at the end of the EIS schemes. Once investor interest has been gauged, a more detailed information memorandum will be sent to those who have requested it.

This exceptional EIS tax break comfortably offsets all cumulative management fees and run-the-fund costs; including Fund and service charge expenses, which will run to a total estimated 8% including annual service charges, of the nominal investment size over the entire Fund’s life.

As there will be no income from the assets of the Fund, there is a total reliance on eventual capital gains from disposals at the end of the Fund’s life. There is a keen interest to manage costs and expense during the life of the Fund, focusing on potential gains to be made out of all the eventual car sales from the limited partnership and EIS restoration companies, as well as the anticipated cumulative gains made over the years by selected trading activity.

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Annual service charge for investors in CARS Drive

An additional and separate annual charge will be made in order to cover the cost of annual car insurance cover, arranged through Lockton, the world’s leading classic car insurance broker, and to also cover the cost of the storage and concierge services that will be provided by two leading UK specialist storage firms for those participating in CARS Drive. These are important responsibilities which will include secure storage, managing a full concierge service including pick up and drop off, valeting, maintenance and servicing.

This service charge will be competitive with that incurred through private vehicle multi-ownership due to the scheme’s economies of scale. In addition the service charge will cover the annual Club membership fee.

Why invest in CARS ?

Classic cars are one of the best performing asset classes over the last 30 years Expert management team with both extensive classic car and legal expertise supported by major collectors Administration and marketing provided by an FCA regulated entity High quality service providers Investment diversification Highly attractive tax treatment of capital gains and inheritance tax within EIS Highly attractive loss relief within EIS companies CGT exemption for limited partnership cars Historic ability of classic cars to provide a hedge against inflation Low alternative returns with very low savings rates, high stock market volatility and increased taxes within the UK

property market Diminishing stock/scarcity with most cars to be bought within the EIS companies numbering under 1500 examples

worldwide and often substantially less Increasingly global market and favourable demographics of ageing High New Worth Individuals and UHNWIs Diversification of investments into an increasingly accepted alternative asset class Emergence of increased passion investing Material social dimension with a very full calendar of local, national and international classic car events Driving classic cars is an exhilarating passion and for many, a lifestyle choice.

Which cars are likely to be considered for inclusion into CARS?

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It is crucial that the right cars are selected for likely strong value appreciation over the next 5-7 years. As critical for consideration, should any broad market correction take place then the pedigree cars are more likely to withstand such corrections better, as well as recover faster.

The managers will consult with the Selection Advisory Committee to determine both the initial selection of cars as well as the ongoing investment process throughout the life of the Scheme. However, here is just a selection from our shortlist of cars that are highly likely to be considered for purchase for either CARS Invest or CARS Drive.

Aston Martin 1964 DB51960 DB4GT1963 DB4 Convertible1989 V8 Vantage Volante1968 DB6 Vantage2000 Vanquish S

Ferrari1960 400 Superamerica1962 250GT Berlinetta Lusso1962 California long wheel base 1964 275 GTB1969 365 GTS288 GTO

Ferrari –cont’d1976 512BB1984 Testarossa1989 F401999 550 Maranello2001 Barchetta

JaguarXK150XK 1401965 E type roadster

Mercedes1956 gull wing1960 280 SL

Maserati 1957 250F1966 3500 GTI

Bentley1960 continental S1BlowerFastback

Porsche1973 Carrera 2.7 RS1988 9591995-99 993 turbo, RS, RSR models

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Benchmark Indexing

The Funds performance over time may be measured against the independent benchmarking practitioners. The leading Index providers are highly respected and experienced with specialist knowledge of the top tier market by sector, marque and model. The top firms also provide for their clients bespoke tools covering risk management, valuations, benchmarking and performance measurement.

CARS Managers

Kevin Regan is the Founder and a Director of Realworld Capital Management Ltd (Realworld Capital). Kevin has a 20-year continual history of Aston Martin personal car ownership and restoration specializing in 1960s models, completing in March 2016 a three year restoration of a 1963 DB4 Convertible. He was an Aston Martin Owners Club (“AMOC”) concourse judge for 10 years and winner of the St. Moritz Concourse Competition with his DB4GT in 2006 and a multiple 1st place and multiple runner-up in AMOC concourse DB4/5/6 between 2001 and 2011. Kevin held senior management positions spanning a 35-year career in banking and fund management.

Mark Goodman graduated from Emmanuel College, Cambridge in Law and qualified as a solicitor at Linklaters & Paines before holding senior positions at Merrill Lynch, Europe. Mark owns a DB4 series 2 and a DB5 and has recently undertaken the restoration of a DB4 series 1. Mark is a director of Realworld Capital Management Limited.

Mark Steed is also a Director of Realworld Capital and will be responsible for all accounting and compliance functions for the CARS Invest and CARS drive companies that will be managed by Realworld Capital. There will be an independent audit for the EIS companies and the LLP conducted annually. Mark is a member of the institute of chartered accountants, a member of the securities institute and a member of the Chartered Institute of Marketing with over 25 years experience in the fund management and investment broking industry.

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Summary risk factors include..

- Values of the cars may fall (although EIS income tax refunds and loss relief provide significant protection against this). Blue chip focus is expected to mitigate this also as is the adding of value through restoration- Favourable tax treatments may be withdrawn either due to the companies not being run in accordance with the scheme rules or otherwise- Illiquidity prior to wind-up of each company preventing investor access to their capital- Emissions regulation may curb the use of classic cars

IMPORTANT NOTICE

For the purposes of this notice, proposal means and includes a copy of this document (whether electronic or in hard copy), and any information provided by the Managers of CARS (“The Managers”), which may accompany this document.This proposal has been prepared by, and is proprietary to, the Managers.This proposal is being furnished on a confidential basis for discussion purposes to a limited number of recipients. This proposal is intended for the sole use of the person or firm to whom it is provided. Any reproduction or distribution, in whole or part, or the disclosure of its contents, without prior written consent of the Managers, is prohibited.The Managers accept no responsibility for the information contained in this proposal. This proposal is intended for informational purposes only and does not constitute advice or an offer, invitation, solicitation or recommendation to enter into any transaction, offer or arrangement. No investment activity will be accepted on the basis of this proposal. Any offer or invitation, if made, would be made only by way of a confidential private placement memorandum (or other formal offering presentation) and only in jurisdictions in which such offer or invitation would be lawful. The information contained herein should not be relied upon by any recipient for any purpose.In preparing this proposal, the Managers have relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was otherwise used in the preparation of this proposal. The Managers accept no responsibility to any person for the consequences of any person placing reliance on the content of this proposal for any purpose. The Managers are under no obligation to update the information contained in this proposal.This proposal has not been audited or verified by an independent party and should not be seen as any indication of returns which might be received by an investor. Any reference to past performance is not an indication of future performance.This proposal has not been reviewed or approved by any regulatory authority. This proposal is not intended to be, nor shall it be construed as, an invitation, or a solicitation of an invitation, to subscribe for any investment.This proposal is issued only to and/or is directed only at persons who are permitted to receive it under the rules and regulations applicable where such persons are located. Accordingly, this proposal may not be used in any jurisdiction except under circumstances that will result in compliance with ay applicable laws and regulations. Recipients of this proposal should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of applicable securities laws.In the United Kingdom, this presentation may only be provided to persons who are (i) investment professionals within the meaning of Article 19 of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (“FP Order”), (ii) high net worth companies and other entities falling within Article 49 of the FP Order, or (iii) any other persons to whom this proposal may lawfully be provided. It must not be acted, or relied, upon by any other persons.

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Realworld Capital Management Ltd March 2016

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