SOPHISTICATED AND HIGH NET WORTH INVESTORS FORM

THE STELLAR

INFORMATION MEMORANDUM

THSTE ESLTLEALLRAARSSET MANAGEMENT

INTFAOXREMFFAICTIEIONTNINMVEEMSTOMRENATNSDPEUCMIALISTS

STELLAR ASSET MANAGEMENT LIMITED

Sophisticated and High Net Worth Investors August 2016

SOPHISTICATED AND HIGH NET WORTH INVESTORS FORM

This pack contains documents that are required to be completed before promoting certain products to both

sophisticated and high net worth investors within the following exemptions from the financial promotion regime.

Sophisticated investors Article 50 of the Financial Services and Markets Act 2000 (Financial

Promotions) Order 2005.

High net worth investors Article 48 of the Financial Services and Markets Act 2000 (Financial

Promotions) Order 2005.

The following define what is meant by a Sophisticated or High Net Worth Investor

Sophisticated investor At least one of the following should apply:

a member of a network or syndicate of business angels and have been so for at least the last six months before the date you self‐certify; or

you have made more than one investment in an unlisted company in the two years before the date you self‐certify; or

you are working, or have worked in the two years before the date you self‐certify, in a professional capacity in the private equity sector, or in providing finance for small and medium enterprises; or

you are currently, or have been in the two years before the date you self‐certify, a director of a company with an annual turnover of at least £1 million.

High net worth investor At least one of the following should apply:

you had, during the financial year immediately preceding the date you self‐certify, an annual income to the

value of £100,000 or more; or

you held, throughout the financial year immediately preceding the date you self‐certify, net assets to the value

of £250,000 or more (excluding certain types of assets).

Forms to be completed

Sophisticated investor

Document 1 Certificate to be completed by the FCA‐authorised firm

Document 2 Certificate to be completed by the sophisticated investor

High net worth investor

Document 3 Certificate to be completed by the high net worth investor

SOPHISTICATED AND HIGH NET WORTH INVESTORS FORM

Certificates for Sophisticated Investors

To be completed by a firm that is authorised by the Financial Conduct Authority.

Document 1

I declare that

is a certified sophisticated investor for the purposes of Article 50 of the Financial Services and Markets Act 2000

(Financial Promotions) Order 2005 (the "FP Order") on the basis that the above named individual:

is sufficiently knowledgeable to understand the risks associated with investments of the following kind:

__________________________________________________________________________________

__________________________________________________________________________________

_______________________________________________________________________________; and

has signed, within the period of twelve months ending on the day on which the communication is made, a

statement that complies with Article 50(1)(b) of the FP Order.

Your Name:

Signature:

Date: D D M M Y Y Y Y FCA Firm No.

Firm:

SOPHISTICATED AND HIGH NET WORTH INVESTORS FORM

Certificates for Sophisticated Investors

To be signed by the sophisticated investor.

Document 2

I make this statement so that I am able to receive financial promotions which are exempt from the restrictions

on financial promotions in the Financial Services and Markets Act 2000. This exemption relates to certified

sophisticated investors and I declare that I qualify as such in relation to investments of the following kind:

__________________________________________________________________________________

__________________________________________________________________________________

______________________________________________________________________________; and

I accept that the contents of promotions and other material that I have received may not have been approved

by an authorised person and their content may not therefore be subject to controls which would apply if the

promotion were made or approved by an authorised person. I am aware that it is open to me to seek advice

from someone who specialises in advising on this kind of investment.

Your Name:

Signature:

Date: D D M M Y Y Y Y

SOPHISTICATED AND HIGH NET WORTH INVESTORS FORM

Certificate for High Net Worth Investors

To be signed by the high net worth investor.

Document 3

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 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 Conduct 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 certified high net worth individual because 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 these purposes 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 Markets Act 2000 (Regulated Activities) Order 2001; or

ii) any benefits (in the form of pensions or otherwise) which are payable on the termination of my service

or on my death or retirement and to which I am (or my dependants are), or may be, entitled.

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.

Your Name:

Signature:

Date: D D M M Y Y Y Y

STELLAR ASSET MANAGEMENT LIMITED

Kendal House, 1 Conduit Street, London W1S 2XA. t 020 3195 3500 e [email protected] w stellar-am.com Authorised and Regulated by the Financial Services Authority