ORCHARD. Solar Bond Offer. Community Energy. Target: 1.2 million Closing date: 30 March 2017

Transcription

1 ORCHARD Community Energy Soar Bond Offer Become a bondhoder in Orchard Community Energy Limited and hep fund Orchard Farm Soar Array, Iwade Target: 1.2 miion Cosing date: 30 March 2017 in association with Mongoose Energy

2 orchard community energy soar bond offer 2 Important Notice This offer has been prepared by Orchard Community Energy ( OCE ) and its Directors, who are responsibe for its contents. The distribution of this document in jurisdictions other than the United Kingdom may be restricted by aw and therefore persons into whose possession this document comes shoud inform themseves about and observe any such restrictions. Any faiure to compy with these restrictions may constitute a vioation of the securities aw of such jurisdictions. This Offer Document is not a prospectus for the purposes of Part VI of FSMA. It has not been approved by the Financia Conduct Authority (FCA) or any other reguator. The Bonds have not been admitted to isting on any reguated market and wi not be deat on any stock exchange or other such market. Ethex is not required to be authorised by the FCA in so far as it provides information on or arranges deas in investments. This is because it is an Enterprise Scheme, which is exempt from reguation in arranging financia deas provided it is not acting for financia gain. Further information can be found at If you have a query about how to appy for this Offer, pease visit or contact Ethex on or by emai at hep@ For genera queries about this Offer, pease contact Orchard Community Energy on or emai info@orchard.coop An appication to invest in the Bonds may ony be made through Ethex, a not for profit organisation operating an onine patform for positive investments. This Offer Document has been provided ony to those members of Ethex who have requested to view it and shoud not be distributed to any other person. Before appying you are advised to read the whoe of this Offer Document, incuding the risks set out on pages 24-25, and a the information regarding this Offer at You shoud consider taking appropriate financia and other independent advice from an FCA-authorised person who has experience in advising on investments such as these before making any investment decision. Nothing in this Offer Document shoud be read or understood to be financia, investment, tax or accounting advice.

3 orchard community energy soar bond offer 3 Contents Page Letter from Chair Key Information Meet the Directors Introducing Mongoose Energy The Project How to Invest How Your Money Wi Be Used Materia Contracts Risk Factors Gossary Appendix Bond Appication Form

4 orchard community energy soar bond offer 4 Letter from the Chair Penny Shepherd MBE Chair Orchard Community Energy I m deighted to invite you to invest in Orchard Community Energy through our soar bond. This bond offer wi support our first project a newy-operationa 5 MW soar array at Orchard Farm near Iwade, Kent. As a community-owned asset, it shoud provide a vauabe income that can be reinvested in the oca community. In addition, the project wi: provide oca renewabe energy generation that reduces the impact of cimate change and improves our energy security. offer an attractive ethica investment opportunity we aim to pay 5.5% interest per annum. enabe productive use of this ower-grade farm and. The project has been deveoped and constructed by an experienced internationa soar deveoper, OPDE and has started generating eectricity under the Feed in Tariff (FiT), a government incentive, which is inked to the rate of infation, that provides financia support to the project for a period of 20 years. Shares in Orchard Community Energy have aready been issued to encourage and support oca ownership, raising 522,000. Using this and debt provided by Triodos Bank, Orchard Community Energy successfuy took ownership of the project on 16 June We are now excited to offer this soar bond, the proceeds of which wi be used to contribute to repayment of the outstanding baance owed to the project deveoper. The bond has a minimum term expiring on 31 October 2019 and wi pay interest of 5.5% a year. Interest wi be paid annuay. There wi aso be the option for you to extend your bond beyond the initia term at 5%. The offer is fuy underwritten which means there is no minimum fundraising target that the bond needs to reach. Orchard Community Energy was

5 orchard community energy soar bond offer 5 estabished in 2015 to deveop community-owned renewabe energy, ow carbon and energy-efficiency projects in North Kent and Medway. It is ed by a highy committed board with a depth of experience in renewabe energy, finance, sustainabiity and community projects. With one exception, we a ive in Kent. Since our share offer, we are deighted to have been joined by two additiona directors, incuding one who is currenty Chair of Iwade Parish Counci. You can find detais about a of us ater in this document. Our board is supported by Mongoose Energy, who work with a number of community benefit societies to deveop and own renewabe energy projects. Since its aunch in eary 2015, Mongoose has deveoped more than 50 MW of soar power and is now a eading payer in the growing market for ocay-owned community energy businesses. I hope that you wi seriousy consider this offer to invest in Orchard Community Energy. If you invest now, you wi hep us to secure the ong-term benefits of community ownership of this project which aims to raise a Community Fund of up to 3 miion during its ifetime for oca community projects. The project wi offer an attractive ethica investment opportunity we aim to pay 5.5% interest per annum

6 orchard community energy soar bond offer 6 Key Information The key terms of Offer are as foows: Bond: Debt instrument issued by Orchard Community Energy (OCE) under this offer Maximum investment: there is no maximum investment Minimum investment: 500, or higher mutipes of 100 (1 bond = 100) Interest: 5.5%, paid annuay Maturity: initia term to 31 October 2019 bonds are redeemabe in fu on the bondhoder giving three months notice prior to 31 October 2019 (i.e., before 31 August 2019); or (subject to Orchard Community Energy s right to redeem the bond eary) bondhoders may opt to extend beyond the initia term on an annua basis and wi receive a 5% interest rate. Pre-Conditions: There is no minimum fundraise. The project is fuy underwritten. We were estabished in 2015 by a group of experienced Kent-based professionas with the assistance of Mongoose Energy. Our constitution is in the form of Rues registered and approved by the Financia Conduct Authority which can aso be viewed via our website at As a Community Benefit Society we are bound to act for the benefit of the community. Aims and objectives of the society: Its purpose is to deveop community-owned renewabe energy, ow carbon and energy efficiency projects in Swae and Medway. The Orchard Farm Soar Array wi be a significant step towards this goa. The Project: Orchard Farm Soar Array is a 5 Mega Watt (MW) ground mounted soar array on and west of Orchard Farm, Schoo Lane, Iwade, Kent ME9 8QG. Community Benefits: The provision of significant oca community benefits is centra to Orchard Community Energy s vision. We wi recyce 100% of surpus profits into oca communities in Swae and Medway through a community fund. Timetabe: The offer wi remain open to appications up to the vaue of the maximum sum, or unti 31 March 2017, whichever is the earier. The Directors may extend the offer period at their discretion. Eigibiity: Anyone over the age of 18 may appy for the bonds and you do not have to be existing members of Orchard Community Energy to appy. Co-operatives, community benefit societies, companies and other incorporated associations may aso appy for the bonds. Investment Opportunity: The bonds are an investment in the whoe of Orchard Community Energy s business, but the Directors have ensured that the revenue generated by the Orchard Farm Soar Array aone wi be sufficient to pay for a capita and interest on the bonds over the ifetime of the project s operation. How to appy: An appication to invest in the bonds may ony be made through Ethex under the terms and conditions avaiabe on Who is Orchard Community Energy: Pease visit to

7 orchard community energy soar bond offer 7 compete the appication form and foow the instructions on how to transfer your appication monies to Ethex. Appication monies wi be kept in a separate cient bank account by Ethex and ony drawn down by Orchard Community Energy after the bonds are issued. Ethex wi provide instructions to a appicants regarding when their appication monies shoud be avaiabe for transfer. This Offer Document has been prepared by Orchard Community Energy and its Directors, who are responsibe for the contents. Technica and other words and phrases used in this Offer Document with a particuar meaning are defined and expained in the Gossary. advice on investments. Any compaints about this offer or about the bonds shoud be sent to the Company Secretary at 1 Lower Buckhurst Cottages, Biddenden Road, Frittenden, Kent TN17 2BG. Orchard Community Energy bond offer is exempt from S21 of the Financia Services and Markets Act 2000 by virtue of the FSMA 2000 (Financia Promotions) Order 2005, artice 35. The issue of bonds by the Society does not require an approved prospectus under Section 85(1) of the Financia Services and Markets Act 2000, by virtue of Section 85(5)(a) of the Financia Services and Markets Act 2000 and Schedue 11A, Part 2 artice 7. This means you have no right of compaint to the Financia Ombudsman Service. Any decision to appy for the Bonds shoud be based soey on consideration of the Offer Document as a whoe incuding the risks set out at page 24, the Terms and Conditions and a information provided on the Offer at No advice on investments is given in this Offer Document, or by the promoters in reation to it. If any person has any doubt about the appropriateness or suitabiity of the investment which is the subject of this Offer Document, he/she shoud contact an appropriate authorised person for

8 orchard community energy soar bond offer 8 Project timetabe The offer opens on 1 December 2016 and wi remain open to appications up to the vaue of the maximum sum, or unti 31 March 2017, whichever is the earier. The Directors may extend the offer period at their discretion. September 2015 Project construction commenced January 2016 Construction competed February 2016 Project commenced generating power 16 June 2016 Project acquired 1 December 2016 Bond offer opens 31 March 2017 Bond offer coses ANNuAY 31 March End of the financia year: reports prepared By 30 September Annua Genera Meeting 31 October Interest paid to bond hoders Interest wi accrue from the first day of the month after ceared funds are received by Ethex, e.g. if ceared funds are received in January, interest wi start to accrue on 1 February. Aims and objectives Orchard Community Energy was estabished in 2015 by a group of experienced Kent-based professionas. Its purpose is to deveop community-owned renewabe energy, ow carbon and energy efficiency projects in Swae and Medway. The team concentrates on projects that reduce the impact of cimate change and increase our energy security, whist at the same time generating significant donations to the community fund. We estimate that the Orchard Farm Soar Array wi provide at east 10,000 per annum in its first five years of operation for distribution to community projects in Swae and Medway. This amount wi increase substantiay in the ater stages of the project. We expect that the project wi deiver a community fund of up to 3 miion over 25 years. The amount donated wi be subject to a members vote at Orchard Community Energy s AGM. Criteria for eigibe projects supported through the community fund may incude widife conservation, cimate change mitigation, fue poverty and carbon reduction projects. What makes Orchard Community Energy different from a norma commercia company? Our constitution is in the form of Rues registered and approved by the Financia Conduct Authority which can aso be viewed via our website. As a Community Benefit Society we are bound to act for the benefit of the community. As an exampe, the eve of community contributions that we wi generate over the ife of our soar PV projects is around 20 or more times greater than woud be offered by a commercia deveoper. Our Rues aso prevent the sae of assets to commercia organisations.

9 orchard community energy soar bond offer 9 Meet the Directors The Orchard Community Energy board consists of experienced professionas committed to the deveopment of community energy projects deivering oca benefits in North Kent and Medway. One director is nominated by our partner Mongoose Energy. A the other directors ive in Kent. Together, we have: A successfu track record in deivering community renewabe energy projects Entrepreneuria zea Business experience Accounting and financia expertise History of working on community projects Expertise in renewabe energy and energy efficiency projects Penny Shepherd MBE Chair Penny was Chief Executive of London Sustainabiity Exchange and the UK Sustainabe Investment and Finance Association and worked for 20 years in information technoogy. Her MBE is for services to sustainabe economic deveopment and sociay responsibe investment and she is a Freeman of the City of London. She aso chairs the externa sustainabiity pane of a major buiding materias company and is invoved with various initiatives supporting sustainabe iving in East Kent. Penny ives in Kent. Juie Samon Company Secretary Juie, who is a member of the Chartered Institute of Taxation, started her training as a corporate tax adviser with Ernst & Young. She has over 25 years experience working for a number of mutinationa companies. In a of these roes she has been invoved in corporate governance and compiance. She has a Dipoma in Environmenta Poicy from the Open University and a Post Graduate Dipoma in Renewabe Energy in the Buit Environment from the Centre for Aternative Technoogy in Waes. Juie ives in Kent. Stephanie Karpetas Stephanie is the Founder and Director of Sustainabiity Connections CIC. She speciaises in project design and deivery, community engagement, training and faciitation. Over the past two years, Stephanie has been training isoated unempoyed women in East Kent to be energy champions. Stephanie brings more than 20 years experience in the fied of sustainabiity incuding Environment Manager at British Airways Pc and working with SMEs, charities, socia enterprises, business support organisations and oca government. Stephanie ives in Kent. Francis Mahon After studying physics and petroeum engineering Francis worked for over 25 years in the upstream sector of the oi and gas industry, in the technica design and operationa management of exporation and production wes around the word. During the past four years Francis has steered his career into consutancy promoting high efficiency and renewabe energy technoogies. Francis ives in Kent.

10 orchard community energy soar bond offer 10 Meet the Directors (2) David Bunker David is a chartered accountant and member of the Academy of Experts with over 20 years experience in pubic practice. He has a ongstanding interest in sustainabiity issues, serving for many years as a trustee of the Centre for Sustainabe Energy and is currenty a director of Windcuster 2000 Ltd., a wind farm compex in Cumbria, and Mongoose Energy Ltd. David is aso a Director of Bath & West Community Energy and a number of other community benefit societies. Tim Vaentine Tim has ived in Swae in Kent for 16 years and is an active campaigner on oca environmenta and socia issues. Tim is Emeritus Professor of Psychoogy at Godsmiths, University of London where he taught psychoogy and aw. He is a trustee of the Centre for Aternative Technoogy and served for six years as a trustee of Share Action, the campaign for responsibe investment. Matt Gae Matt has extensive oca connections in Iwade viage in Kent, the ocation of Orchard Farm Soar Array. He is Chair of Iwade Parish Counci, a Trustee of Iwade Viage Ha and a board member of the Academy that runs two oca primary schoos. Professionay, he is cofounder, director and company secretary of AMG Capita Partners Limited, an investment management firm, and has worked in financia services for over 25 years. Matt has ived in Iwade viage for over five years. Confict Of Interest Statement David Bunker, one of Orchard Community Energy s directors, provides professiona services to Mongoose Energy. He does not participate in any Board decisions on contracts associated with Mongoose Energy. Stephanie Karpetas is providing consutancy support to Mongoose Energy for this Bond offer. Currenty, Penny Shepherd has a connection to the same consutancy group through work on two separate projects in Kent. Whie Stephanie undertakes her roe of consutancy support, she wi not participate in any Board decisions on contracts associated with Mongoose Energy. Penny wi aso not participate in such decisions when the board deems this appropriate. The Directors are not aware of any other actua or potentia conficts of interest. DECARATION Orchard Community Energy imited (OCE) and its Directors are responsibe for the information given in this Offer Document. OCE and each of its Directors hereby decare that having taken a reasonabe care to ensure that such is the case, the information contained in this Offer Document is to the best of its or their knowedge, in accordance with the facts and contains no omission ikey to affect its meaning.

11 orchard community energy soar bond offer 11 Introducing Mongoose Energy Orchard Community Energy is working with Mongoose Energy on this bond offer. Mongoose supports severa other community benefit societies to deveop and own renewabe energy projects and is over 50% owned by the organisations it supports. Mongoose was aunched by the team who heped to found Bath & West Community Energy (BWCE) Ltd. BWCE was estabished in 2010 as a Community Benefit Society to deveop and manage ocay-owned community energy businesses. Having deveoped more than 50 MW of soar power projects across the UK under community ownership principes, Mongoose is a eading payer in the growing market for ocay owned community energy businesses. Mongoose: Key Personne Sir Ed Davey, Chairman A trained economist, Sir Ed Davey was a management consutant before being eected in He was the MP for Kingston and Surbiton for 18 years, serving on the front bench of the Libera Democrats for most of that time. During the Coaition Government, he first served as a Business Minister under Vince Cabe, where he was responsibe for, amongst other things, Trade and Investment Poicy, Corporate Governance and Competition and Consumer Affairs Poicy. In February 2012, he became the Secretary of State for Energy and Cimate Change, where he oversaw the argest ever increase in renewabe energy and pubished Britain s first ever Community Energy Strategy. Jan-Wiem Bode, Managing Director Jan-Wiem has been a researcher at Utrecht University, and has a further professiona career as a consutant and director for various parts of the Ecofys group, after which he founded, grew and sod the carbon originator OneCarbon. He went on to work for Orbeo (JV of Société Generae and Rhodia) where he deveoped various investor products and had joint P&L responsibiity for the entire carbon business. Investor in sustainabiity and internet businesses. Jeff Kenna, Commercia Director In 1982 Jeff co-founded Energy for Sustainabe Deveopment Ltd (ESD) which received a Queen s Award for Export Achievement. ESD spun out a number of successfu ventures, in project deveopment, eectricity trading and soar photovotaics. One of these, AIM-isted Camco Internationa, subsequenty merged with ESD. Jeff resigned as chief executive of Camco in 2009 and is currenty non-executive chairman and working on a severa new cean energy initiatives. Garry Peagam, Chief Finance Officer Garry joins Mongoose in Autumn He was previousy finance director of Good Energy pc where he took a eading roe in its isting on AIM. Having aso advised Bristo Counci on the aunch of its own energy suppy business, Garry brings a weath of finance skis and renewabe energy knowedge to the Mongoose team. Garry quaified as a chartered accountant with Arthur Andersen.

12 orchard community energy soar bond offer 12 The Project Introduction The Orchard Farm Soar Array is a 5 MW ground mounted soar array on and west of Orchard Farm, Schoo ane, Iwade, Kent ME9 8QG. Orchard Community Energy owns the Orchard Farm Soar Array and has a 26- year ease agreement with the andowner. The project sha receive payments under the Feed in Tariff (FiT) scheme at 6.23 pence per kwh. This rate wi increase in ine with the Retai Price Index (RPI) each year for 20 years. In addition the project receives income from the export of eectricity to the nationa grid of 4.91 pence per kwh for the Export Tariff (the tariff wi be adjusted annuay by Ofgem in ine with infation). The projected annua output in the first year is 5,020 Mega Watt hours (MWh) enough to meet the equivaent annua eectricity demand for around 1,250 homes. 5 MW Orchard Farm Soar Array

13 orchard community energy soar bond offer 13 The Deveoper The project has been taken through deveopment, panning and construction by OPDE, an experienced Spanish soar deveoper. Estabished in 2005, OPDE Group is one of the pioneering corporations that has heped deveop the photovotaic industry in Spain and beyond. In the past ten years, OPDE has grown in corporate size, goba expansion and technoogica deveopment. The company has deivered 240 MW in soar photovotaic farms in Itay (50 MW), UK (85 MW) and Spain (105 MW). In addition, it is active in other markets such as Mexico, United States and Chie, with over 800 MW under deveopment. OPDE has worked with Orchard Community Energy and Mongoose Energy to move the project into community ownership. To enabe a smooth transition, it agreed to provide project construction and underwriting finance. OPDE sod the project to Orchard Community Energy on 16 June 2016 after the project had successfuy commenced generating eectricity. The Grid Connection Panning permission was granted for a 10 MW project at the site. Due to Feed in Tariff reguations, the project has been spit into two separate projects which wi share a grid connection but wi be owned and operated separatey. The projects are eectricay, egay and financiay independent of each other. Orchard Farm Soar Array Orchard Community Energy owns the Orchard Farm Soar Array and has a 26-year ease agreement with the andowner

14 orchard community energy soar bond offer 14 Soar PV is a weestabished and proven technoogy at the end of 2014, the Internationa Energy Agency reported that just over 175 GW of soar PV was instaed around the word Grid Sharing and Interface Agreements governing cooperation between the owners of the two soar farms are in pace to ensure each project continues to benefit from shared grid access and aso continues to compy with any ongoing panning obigations. The Orchard Farm Soar Array is a ground-mounted photovotaic energy generation project utiising Renesoa photovotaic modues and Schneider combined inverters. Defects and Performance Warranties are in pace for a equipment with Liquidated Damages appicabe shoud the Performance Ratio dip beow Guaranteed Performance. A energy wi be exported to the UK Power Network (UKPN), via a combined substation, where the Point of Connection is an existing high votage (HV) overhead power ine to the west of Key Street. How does soar PV technoogy work? Soar photovotaic (PV) systems capture the sun s energy using photovotaic ces. Soar PV ces are made from ayers of semiconducting materia, usuay siicon. When ight shines on the ce it creates an eectric fied across the ayers. The stronger the sunshine, the more eectricity is produced, but the PV ces don t need direct sunight to work they can sti generate some eectricity on a coudy day. Ces are grouped together in panes or modues that can either be mounted on a roof or on the ground. In the case of the Orchard Farm Soar Array, the panes have been mounted on stee frames sitting on shaow pies driven into the ground. Since soar PV ces convert sunight into DC eectricity, inverters are used to convert this into high-votage AC eectricity, which is then connected to the oca distribution network. Soar PV is a we-estabished and proven technoogy at the end of 2014, the Internationa Energy Agency reported that just over 175 GW of soar PV was instaed around the word. Many soar PV projects benefit from financia assistance from government renewabe energy schemes, incuding the Feed in Tariff scheme (FiT). FiT aims to support individuas and organisations, incuding communities, to generate owcarbon eectricity using sma-scae instaations. It is comprised of two eements a generation tariff and an export tariff. Once a project has been accredited under the FiT scheme by Ofgem, the reevant generation tariff and export tariff are secured for a period of 20 years of operation. Athough there have been some recent government proposas to reduce the vaue of the tariffs, these proposas wi not affect projects where pre-accreditation has aready been granted by Ofgem such as at Orchard Farm Soar Array.

15 orchard community energy soar bond offer 15 Acquisition of the Soar Array Orchard Community Energy purchased the Orchard Farm Soar Array from OPDE on 16 June The purchase of the project meant that we acquired a the shares in Orchard Farm Community Soar Community Interest Company (CIC), which owns the assets and contracts required to operate the soar farm and is the immediate recipient of the revenue generated by the project. Orchard Farm Community Soar CIC has therefore become a whoy owned subsidiary of Orchard Community Energy. As a whoy owned subsidiary, Orchard Farm Community Soar CIC wi pass funds back to Orchard Community Energy, after meeting the costs associated with running Orchard Farm Soar Array. As Orchard Community Energy is itsef a community benefit society with an asset ock, dividend payments from Orchard Farm Community Soar CIC are not subject to the cap on dividends, which usuay appies to dividends distributed by community interest companies. The acquisition of the Orchard Farm Soar Array has been made possibe through the use of two sources of capita: Senior debt: A 3.3 miion oan faciity from Triodos Bank. Triodos is a commercia bank with a mandate to make investments that have positive socia and environmenta benefits Equity investment: The Orchard Community Energy share offer, which raised 522,000 in equity investment in November 2015 The combined capita from both the equity investment and Triodo s senior debt have contributed to paying a substantia portion of the project s overa purchase price. The outstanding purchase price baance of 2.22 miion has been ent as a sub-oan by the project s deveoper, OPDE. Repayment of this sub-oan sha come from the foowing sources: Bond offer: An earier bond offer raised 700,000. This bond offer is designed to suppement these funds. Future initiatives: Further fundraising programmes that sha be approved by the Orchard Community Energy board

16 orchard community energy soar bond offer 16 Community Benefits We estimate that the Orchard Farm Soar Array wi provide at east 10,000 per annum in its first five years of operation for distribution to community projects in Swae and Medway. This amount wi increase substantiay in the ater stages of the project. We project that the project wi deiver a community fund of up to 3 miion over 25 years. Criteria for eigibe projects supported through the community fund may incude: widife conservation cimate change mitigation carbon reduction (e.g. oca food, ow carbon transport, waste projects) reduction of fue poverty Age UK Bath provides advice on energy efficiency and warm homes funded with a grant from Bath & West Community Energy s Community Fund Andrew Aitchison

17 orchard community energy soar bond offer 17 How to Invest Issuer Maximum Sum Orchard Community Energy imited There is no maximum sum Minimum Sum 500 Status unisted; transferabe Repayment Date 31 October 2019 Interest Security Reporting 5.5% p.a. payabe annuay in arrears on 31 October in each year (or the next business day) unsecured Orchard Community Energy wi pubish an annua report and accounts and send these to Bondhoders Cosing Date for Offer 31 March 2017 Tradeabiity Bondhoders may be abe to trade their Bonds on a match bargain basis through Ethex (see beow) Maturity The bonds are designed to aow bondhoders a choice of when to redeem their bonds and to take account of Orchard Community Energy's option to refinance the project in 3 years time as a way of owering borrowing costs. The bonds wi have an initia term, ending on 31 October If bondhoders wish to redeem their bond at that point, they must give Orchard Community Energy at east 3 months notice of their intention by competing and returning the repayment notice on the reverse of their bond certificate. Orchard Community Energy wi then be obiged to pay each bondhoder their capita and the interest accrued on their bond within 30 days of 31 October 2019, subject to funds being avaiabe. If bondhoders wish to extend the term of their bond beyond the initia term, subject to Orchard Community Energy s option to redeem the bond eary (see beow), they do not need to do anything. Orchard Community Energy wi be obiged to automaticay pay these bondhoders the interest accrued on their bonds during the initia term within 30 days of 31 October 2019, but wi retain the capita and the bond wi continue. Interest wi then accrue and be paid to bondhoders annuay. Bondhoders wi subsequenty have the option in each year to redeem their bonds in fu, on each anniversary of 31 October 2019, by giving at east 6 months prior notice to Orchard Community Energy (by competing and returning the repayment notice on the reverse of their bond certificate). If they do so, Orchard Community Energy wi pay those bondhoders their capita and interest accrued within 30 days of the reevant anniversary. Bondhoders wi subsequenty have the option in each year to redeem their bonds in fu, on each anniversary of 31 October 2019

18 orchard community energy soar bond offer 18 There is no imit to the number of years a bondhoder may continue to hods their bonds after the initia term. Orchard Community Energy wi send reminders to each bondhoder 1 month before each notice is due. Eary Redemption by Orchard Community Energy There is no imit to the number of years a bondhoder may continue to hod their bonds after the initia term. The Directors do not intend to redeem the bonds during the initia term. However, Orchard Community Energy does have the option to redeem the bonds eary, in whoe or in part, at any point. If this occurs during the initia term of the bonds, Orchard Community Energy must give bondhoders at east 3 months notice. If this occurs after the initia term of the bonds, Orchard Community Energy must give bondhoders at east 3 months notice. The Directors have panned for the possibiity that the soar array coud be re-financed after the initia term of the bond. Refinance is typicay avaiabe where an operationa soar array demonstrates a cear track record of performance, and so woud be abe to secure finance on better terms. If refinance is offered on preferentia terms that are materiay better than those currenty entered into, Orchard Community Energy may exercise its option to redeem the bonds eary, in whoe or in part. Interest Orchard Community Energy wi pay 5.5% per annum on the capita invested in the bonds by each bondhoder. Interest wi begin to accrue from the first day of the month after ceared funds are received by Ethex. Bondhoders wi have the option to continue hoding their bonds after the initia term. Interest at 5%, cacuated annuay, wi be paid to bondhoders after the initia term. Trading your Bonds Athough the Bonds are transferabe, they wi not be isted on a recognised stock exchange due to the considerabe costs invoved. Instead, Orchard Community Energy has decided to partner with Ethex ( a speciaist, not-for-profit organisation designed to support the growth and deveopment of socia and environmenta businesses through the provision of a secondary trading patform for shares and bonds. It shoud be noted that there can be no guarantee that a secondary market in the Bonds wi deveop, whether through the secondary trading patform provided by Ethex or at a. Through Ethex, Bondhoders may be abe to buy and se Bonds on a matched bargain basis whereby registered seers are matched with registered buyers. A modest charge wi be appied by Ethex which can be reduced if the Bondhoder opens an Ethex Member Account (providing access to other Ethex portfoio services). Ethex wi feature a dedicated web profie on Orchard Community Energy which wi provide detais of Orchard Community Energy s governance structure and its socia and financia performance as we as recent trades in the Bonds and the numbers of current buyers and seers. This wi be reguary updated.

19 orchard community energy soar bond offer 19 Cosing Date The Offer wi cose on the earier of the Maximum Subscription being reached or 23:59 on 30 March 2017 uness extended by Orchard Community Energy in its soe discretion. The Appication Monies wi be kept in a separate cient bank account by Ethex. No commission wi be payabe to introducers of potentia investors. Appications under this offer wi be deat with on a first come, first served basis. In the event of oversubscription to this offer, the appication which brings the tota vaue of a appications above the maximum sum wi have to be reduced accordingy and a subsequent appications decined. How to appy for the Bonds To make an appication to invest in the bonds you can either Invest onine through the Ethex website This is our preferred method. It is a paperess process and is the most efficient mechanism for investing If you choose to appy for bonds by cheque pease compete the bond appication form at the end of this document and return it, as soon as you are ready, with a cheque made out to Ethex Investment Cub Ltd, to Ethex, The Od Music Ha, Cowey Road, Oxford OX4 1JE. Cheques must be received a minimum of five business days before the end of a month to start to earn interest from the first day of the foowing month. If you are in any doubt about the arriva of your documentation we suggest you use the Guaranteed Next Day service offered by the Post Office. An appication may ony be made in the name of a singe individua, who must be 18 or oder, or by a co-operative, community benefit society, company or other incorporated association. If you choose to buy bonds using the onine faciity at Ethex, you must do so under the terms and conditions avaiabe at ethex.org.uk. Once you have competed the appication form you wi receive an acknowedgement emai from Ethex with your unique reference number and the detais of the bank account to which you shoud transfer your funds. Bonds sha not be issued unti funds are received by Ethex. Ethex wi provide instructions to a appicants regarding when and how their appication monies shoud be avaiabe for transfer. Appication monies wi be kept in a separate cient account by Ethex and drawn down by Orchard Community Energy after bonds are -issued. If you have a query about how to appy, pease visit ethex.org.uk or contact Ethex on or by emai at hep@ethex.org.uk. For questions reating to Orchard Community Energy and the investment opportunity ca Orchard Community Energy on or emai info@orchard.coop Bond certificates Each bondhoder is entited to receive a certificate as evidence of their investment in the bonds. Bonds wi be issued and certificates produced by Orchard Community Energy. Through Ethex, Bondhoders may be abe to buy and se Bonds on a matched bargain basis whereby registered seers are matched with registered buyers

20 orchard community energy soar bond offer 20 How Your Money Wi Be Used The bonds are an Genera information sourced from third FiT revenue and a costs wi increase investment in the parties in this offer document has been by RPI each year whoe of Orchard accuratey reproduced as far as the Eectricity export revenue increases in Community Energy s Directors are aware and are abe to ine with accepted industry projections business, but the ascertain from information pubished by (with RPI in the short term, and more Directors have that third party. The Directors beieve than RPI in the ong term) ensured that the that no facts have been omitted which Maximum degradation in soar pane revenue generated by woud render any such reproduced performance is up to 0.5% per year in the Orchard Farm information inaccurate or miseading. ine with performance warranties Soar Array aone wi The project continues to be insured be sufficient to pay The financia projections are based on for risks and oss of income. for a capita and information provided by Orchard Current expectations reating to the interest on the bonds Community Energy, OPDE and Mongoose goba energy market, the UK over the ifetime of and are deemed to be prudent. eectricity industry, UK government the project s poicy and the desirabiity for and the operation. Bondhoders are projected to receive a promotion of eectricity from return on their bonds at a eve intended renewabe sources wi remain to be sufficient for Orchard Community reasonaby consistent and reasonaby Energy to obtain and retain enough favourabe to Orchard Community capita for its business requirements. Energy over the next 20 years The financia projections are based on the foowing key assumptions: The soar array is forecast to generate 5,020 MWh in its first fu year of operation Tota investment costs to buid the project are 6 miion, incuding construction, acquisition and fund raising costs This offer wi raise the maximum sum of 1.2 miion RPI infation is 1% for the next two years, but after that wi average 2.5% per annum. This projection is provided by Mongoose Energy who have taken account of the ong-term historic average for RPI and the Bank of Engand s ong-term infation goa Any one of the assumptions on this page not being reaised is ikey to resut in adjustments to the financia projections. Business Overview The Orchard Farm Soar Array has an operationa ifetime of 25 years, but FiT revenue ends after Year 20. In Years 21 onwards the buk of the revenue is from eectricity export revenue aone. However, because a financing costs and investors wi have aready been repaid prior to the end of FiT revenue, the buk of the revenue generated wi be donated to the community fund.

21 orchard community energy soar bond offer 21 The intention is for the Orchard Farm Soar Array project to be refinanced after approximatey three years, once it has demonstrated its reiabiity in operation and has yieded consistent revenues. This means that at the end of the initia term of the bonds the Directors wi consider whether the Orchard Farm Soar Array shoud be refinanced, which may ead to Orchard Community Energy using its option to redeem the bonds eary, in whoe or in part, as expained above. Any refinancing may aso incude the issue of new bonds, or the sae of additiona shares through a further share offer. The Board wi review a options coser to the time and make a decision based on what is most ikey to further Orchard Community Energy s community purpose, whist seeking to ensure that bondhoders interest and capita is repaid. Operationa Costs The principa operationa costs of the Orchard Farm Soar Array are: Payments to OPDE for ensuring the proper running of the soar farm under the Operations and Maintenance contract; Payments due to andords under the site agreements; and Payments to Mongoose for managing Orchard Community Energy s reationship with OPDE under the Mongoose management services agreement. Borrowing Triodos Bank has provided a first ranking debt faciity that has contributed 3.3 miion towards the cost of the Orchard Farm Soar Array. Triodos Bank is one of the word s eading sustainabe banks with a mission to make money work for positive socia, environmenta and cutura change. Triodos Bank is activey invoved in funding renewabe energy projects across the UK and has a commitment to community energy. Triodos has provided oans to two previous projects deveoped by Mongoose Energy. As part of the oan faciity, Triodos Bank wi hod security over the assets reating to Orchard Farm Community Soar CIC. After payments have been made to commercia enders, payments to bondhoders wi take priority over any interest due on Orchard Community Energy members capita. Remaining cash surpus wi be used to pay interest on members capita, contributions to the community fund and for either reinvestment in new projects or to repay members capita. The precise amounts avaiabe wi depend on the overa business performance. Tax The precise tax treatment of a bondhoder wi depend on the bondhoder s individua circumstances and the aw and practice in force at the reevant time and may therefore be subject to change in the future. If appicants are in any doubt about their tax position they shoud consider taking The intention is for the Orchard Farm Soar Array project to be refinanced after approximatey three years, once it has demonstrated its reiabiity in operation and has yieded consistent revenues

22 orchard community energy soar bond offer 22 How Your Money Wi Be Used (continued) appropriate financia and other advice from a suitaby quaified professiona. The comments beow do not constitute advice and are of a genera nature, based on current United Kingdom aw and practice. They reate ony to the United Kingdom tax treatment of interest payabe on the bonds. The comments do not dea with any other United Kingdom tax impications of acquiring, hoding or disposing of bonds, and reate ony to the position of bondhoders who are the absoute beneficia owners of the bonds. Orchard Community Energy wi pay interest to bondhoders without deducting any amount by way of tax. Appicants shoud be aware that they may need to pay tax on that interest, and therefore may need to decare it to HMRC. For many appicants, this shoud be done by decaring the interest they have received from Orchard Community Energy on a sefassessment tax return. From the 6 Apri 2016, basic rate taxpayers are abe to earn up to 1,000 in savings income tax-free. Higher rate taxpayers are abe to earn up to 500. This is caed the Persona Savings Aowance. See the government website for more information on the Persona Savings Aowance. If appicants wish to se their bonds via Ethex they shoud consider the tax impications. Bonds may be sod for more or ess than their origina issuance price. Offer Costs The costs of this bond offer are not expected to exceed 15,000. Financia Projections The tota projected income over the 25- year ife of Orchard Farm Soar Array is 17.5 miion. This consists of income from the sae of generated and exported eectricity. FiT: The Orchard Farm Soar Array has secured pre-accreditation with Ofgem for the Feed in Tariff so that it has been offered a price of 6.23 pence per kwh, adjusted in ine with RPI each year for the next 20 years. Eectricity export revenue: Ofgem offers a minimum export tariff to soar farms such as the Orchard Farm Soar Array of 4.91 pence per kwh. This tariff wi be accepted unti whoesae energy markets increase in price and can therefore offer a more attractive price to Orchard Community Energy. It is estabished market practice that power purchase agreements with providers be renegotiated approximatey every months, and, with Mongoose s assistance, the Directors intend to use this approach to achieve the best price for Orchard Community Energy from time to time.

23 orchard community energy soar bond offer 23 Materia Contracts A summary of the materia contracts in reation to Orchard Farm soar array is found here. Share purchase agreement Orchard Community Energy acquired the soar array via a share purchase agreement with the deveoper, OPDE. Specificay, Orchard Community Energy acquired a the shares in Orchard Farm Community Soar CIC, the community interest company, which hods the assets and contracts required to operate the soar array. Lease Orchard Farm Community Soar CIC has signed a ease with the andord of the site for 26 years to operate the soar array. Engineering and Procurement contract This contract covers the design, suppy, instaation testing and commissioning of the project, and is between OPDE and Orchard Farm Community Soar CIC. The contract provides for a guaranteed performance ratio of 83% for the soar array, an assessment of the effect of system osses on the overa output of the system. If the performance ratio fas beow this guaranteed eve in the first 24 months of operation OPDE wi be obiged to pay Orchard Farm Community Soar CIC compensation for the reduced income to the project during its operationa ifetime. Operations and Maintenance contract After commissioning and for the first two years OPDE wi manage the operation, maintenance and upkeep of the soar array incuding repacement of parts, security, project performance monitoring and reguar site visits. It does so under the terms of the operations and maintenance contract with Orchard Farm Community Soar CIC. Prior to the expiration of the contract, Orchard Community Energy wi work with Mongoose Energy to secure an O&M contractor via an open market exercise. The market for O&M contractors is very we deveoped and competitive with many estabished and high quaity providers avaiabe. As a resut, Orchard Community Energy is confident of securing a high quaity contractor potentiay at a ower cost. Mongoose Energy deveopment contract Mongoose Energy s work in assisting Orchard Community Energy in preparing the purchase of the project, negotiating commercia contracts and carrying out due diigence on behaf of Orchard Community Energy, raising the capita required for the purchase price, incuding negotiations with Triodos for the bank debt and OPDE for the underwriting finance, is covered under the Mongoose Energy deveopment contract. Mongoose Energy wi receive a fee of 2% of the funds raised through this offer. Mongoose Energy services contract Orchard Community Energy has signed two services contracts with Mongoose Energy: 1Project Asset Management: to provide project management, administration, incuding securing best deas for power purchase agreements, iaison with Ofgem, oversight of O&M contractors, heath and safety, payments, accounts and secretaria services to Orchard Farm Community Soar CIC 2Community Support: to provide administrative, secretaria and marketing services to Orchard Community Energy The tota annua fee for both contracts with Mongoose Energy sha be 28,500, adjusted each year in ine with RPI. The term of the contract wi be 20 years, but after 18 months it wi be reviewed, at which point either party can terminate the contract on 90 days notice. Thereafter, the contract wi be further reviewed every five years.

24 orchard community energy soar bond offer 24 Risk Factors A investment and commercia activities carry risk, and investors shoud take appropriate advice and make their own risk assessment whist bearing in mind the socia and environmenta aspects of this investment opportunity. If you are in any doubt about the contents of this document or the action you shoud take, you are strongy recommended to consut a professiona adviser authorised under FSMA who speciaises in advising on investment in unisted debt, shares and other securities. The Directors beieve the foowing risks to be the most significant for potentia bondhoders. However, they do not necessariy comprise a those associated with an investment in the bond and are not intended to be presented in any assumed order of priority. 1 Genera investment risks a. Capita Risk: Investment in smaer, new and unquoted businesses is ikey to invove a higher degree of risk than investment in arger, estabished companies and those traded on a stock exchange. Investing in bonds is not the same as investing money in a bank account as your capita is at risk and you coud ose up to, but no more than, your entire investment. b. Repayment: An investment in a bond of this type is specuative and invoves a degree of risk. Orchard Community Energy s abiity to repay the Bond on 31 October 2019, or at a, is dependent on the continued success of its business mode. c. Security: The Bonds are an unsecured investment and wi rank behind secured or preferentia creditors. In the event of Orchard Community Energy s financia faiure, the Bonds woud have the status of an unsecured creditor and may not be capabe of being repaid in fu or at a shoud the proceeds from a sae of Orchard Community Energy s assets fai to cover a unsecured iabiities. d. iquidity: The Bonds wi not be traded on a recognised exchange and are therefore non-readiy reaisabe. Athough Bondhoders may be abe to buy and se Bonds on a matched bargain basis via Appicants shoud be aware that there is no guarantee that a wiing buyer wi be found. e. ong-term commitment: Appicants shoud consider investment in the Bonds as a ong-term commitment unti the Repayment Date as the origina amount invested wi not be avaiabe to them except through trading via Ethex. Note, a private saes of bonds wi be subject to approva by Orchard Community Energy and must be traded via Ethex. f. Bond redemption: Bondhoders wi have the contractua right to fu redemption of their bonds at the end of the initia term and, if they wish to extend beyond the initia term, at annua intervas thereafter. Orchard Community Energy s abiity to repay the bonds at these points is dependent on it being abe to secure finance from third parties and/or future bond investors. The Directors are committed to managing Orchard Community Energy s business with a view to ensuring a range of options are avaiabe to enabe it to repay the bonds and the interest due on them. However, there is no guarantee that there wi be sufficient finance avaiabe to repay the bonds at this point. g. Fundraise: If this fundraise does not meet its maximum target then the project wi sti go ahead as the project is fuy underwritten by the deveoper OPDE. However, in this circumstance the community fund wi be ess in eary years as the interest rate of the underwriting finance wi be higher

25 orchard community energy soar bond offer 25 than the bonds. If the underwriting finance is caed on then Orchard Community Energy wi endeavour to raise further finance at a ower interest rate to repace the underwriting as soon as possibe. h. The Bonds are not covered by the Financia Services Compensation Scheme (FSCS) or the Financia Ombudsman Service (FOS): This means if Orchard Community Energy does not fufi the terms of the Bond Instrument there is no right to compain to FOS or to get compensation from FSCS. i. Past performance is not necessariy a guide to future performance: Events in the past, or experience derived from these, or indeed present facts, beiefs or circumstances, or assumptions derived from any of these, do not predetermine the future. j. Financia projections: Hopes, aims, targets, projections (incuding the financia projections in this offer), pans or intentions contained in this document are no more than that and shoud not be construed as forecasts. 2 Industry risks a. Government egisation: Orchard Farm Soar Array has been preaccredited with Ofgem which means that the FiT tariff is fixed for 20 years. However, changes in government egisation may affect the profitabiity of Orchard Community Energy renewabe energy projects. b. Eectricity prices: If the eectricity prices for which Orchard Community Energy can se eectricity from the soar farm fa, we may opt to use export tariff as a foor price. The financia projections assume that eectricity prices over the ong-term wi exceed the export tariff. However, those assumptions of future eectricity prices may be inaccurate. 3 Risks to the Project a. Mechanica faiure: Instaations wi be insured for damage, breakdown and oss of income in ine with standard industry practice and as required by the Triodos Bank oan faciity. However, there may be interruptions to the generation of eectricity from the instaations once buit, caused by damage to or mechanic/eectrica faiure of equipment. b. Soar PV performance: Orchard Community Energy assumptions around energy generation eves each year are based on site capacity and yied cacuations provided by our construction partners based on methodoogies commony used by the industry. These cacuations, and the soar radiation data behind them, have been reviewed and verified by externa technica experts appointed by Triodos Bank as part of their due diigence process. However, ong-term changes to weather patterns and/or equipment under performance may resut in ower eves of eectricity generation and therefore income. Investing in bonds is not the same as investing money in a bank account as your capita is at risk and you coud ose up to, but no more than, your entire investment

26 Gossary orchard community energy soar bond offer 26 Appicant An appicant for Bonds through submission of an Appication Form Appication An appication for Bonds made in accordance with this Offer Document and the Terms and Conditions Appication Monies Funds received from Appicants in response to this Offer Assumptions The assumptions set out on page 22 in reation to the Financia Projections Bonds The bonds to be issued by Orchard Community Energy as constituted by a bond instrument dated 31 October 2016 a copy of which is found in the Appendix Bondhoders A person who has been issued Bonds by Orchard Community Energy Community Benefit Society or BenCom A ega entity managed for the benefit of the community that is owned by its Members, who are protected by imited iabiity status. Its constitution is in the form of Rues approved by and registered with the FCA Community Interest Company or CIC A type of company introduced by the United Kingdom government in 2005 under the Companies (Audit, Investigations and Community Enterprise) Act 2004, designed for socia enterprises that want to use their profits and assets for the pubic good. Directors The directors of Orchard Community Energy Export Tariff The OFGEM-approved fixed price for eectricity generation that a soar project can opt to accept in ieu of a market-inked price via a commercia PPA FCA The Financia Conduct Authority Financia Projections The financia projections for Orchard Community Energy set out on Page 22 Financia Ombudsman Scheme or FOS was set up by Pariament, the Financia Ombudsman Service is the UK s officia expert in sorting out probems with financia services. Financia Services Compensation Scheme or FSCS is the compensation fund of ast resort for customers of authorised financia services firms. Materia Contracts The contracts described on pages 23 in this Offer Document Maximum Sum The maximum vaue of Bonds to be issued under this Offer, being 1.8 miion Member A member of Orchard Community Energy Mongoose Mongoose Energy Limited, a company with registered number and registered office at Overmoor, Neston, SN13 9TZ Offer The offer of Bonds issued by Orchard Community Energy contained in this Offer Document Offer Costs The costs of preparing this Offer, incuding obtaining ega and financia advice on the requirements to formay approve this Offer Document as a financia promotion Offer Document This financia promotion document describing the Offer Offer Period The period during which the Offer wi remain open (incuding any extension) as set out in the Offer timetabe on Page 8 Orchard Farm Soar Array the entire soar project hosted on Orchard Farm Project a the preparation, deveopment, organisation, construction and operation of the Orchard Farm Soar Array Repayment Date The date on which Appicants wi be repaid the money used to purchase their Bonds, being 31 October 2019 Rues The rues of Orchard Community Energy, which can be accessed at Terms and Conditions The terms and conditions of the Offer as set out on which formay invite investment into the Offer

27 orchard community energy soar bond offer 27 Appendix 1 The Bond Instrument THIS INSTRUMENT is made by way of Deed Po on 23 November BY ORCHARD COMMUNITY ENERGY LIMITED a community benefit society registered with the Financia Conduct Authority with registration number 7217 and whose registered office is at Lower Buckhurst Cottages, Biddenden Road, Frittenden, Kent, TN17 2BG (OCE). Recita OCE has, by resoution of its board of directors passed on 14 September 2016, resoved to create up to a maximum nomina amount of 1,800,000 unsecured bonds, to be constituted in the manner set out beow. Agreed terms 1. Definitions and interpretation 1.1 The definitions and rues of interpretation in this cause appy in this instrument. Bondhoder Bonds Business Day means each person for the time being entered in the Register as a hoder of any Bonds. means up to 1,200,000 unsecured bonds constituted by this instrument or, as the case may be, the amount of such bonds for the time being issued and outstanding. means a day other than a Saturday, Sunday or pubic hoiday in Engand when banks in London are open for business. Certificate means a certificate issued by OCE under cause 4. Conditions means the conditions set out in Schedue 1: Part 2 as from time to time amended and Condition sha be construed accordingy. Directors Ethex means the board of directors of OCE for the time being. means Ethex Investment Cub Ltd, a company registered in Engand and Waes with number and registered office at The Od Music Ha, Cowey Road, Oxford, Oxfordshire, OX4 1JE, which operates the website ethex.org.uk on which the Offer wi be avaiabe to view and invest in. Event of Defaut means any of those events specified in cause 6. Group means OCE and any subsidiary or hoding company from time to time of OCE (and the expression member of the Group sha be construed accordingy). Offer Document Register Repayment notice Repayment Date Specia Resoution means the document describing OCE s offer of Bonds. means the register of Bondhoders kept and maintained by OCE in accordance with cause 5. means the notice of repayment found on the reverse of each Certificate. means, at the option of the Bondhoder, the ater of (i) 31 October 2019, or (ii) any subsequent anniversary of that date. means a resoution passed at a meeting of the Bondhoders duy convened and hed in accordance with the provisions of this instrument and carried by a majority consisting of not ess than 75% of the persons voting at such meeting on a show of hands or, if a po is demanded by a majority consisting of not ess than 75% of the votes given on such po. 1.2 Any reference in this instrument to: an encumbrance sha be construed as a reference to a mortgage, charge, assignment, pedge, ien (save as arising in the ordinary course of business), hypothecation, right of set-off (save as arising under the genera aw for the protection of certain casses of creditors) or trust arrangement for the purpose of and having a simiar effect to the granting of security, or other security interest of any kind; A person incudes a natura person, corporate or unincorporated body (whether or not having separate ega personaity) repayment incudes redemption and vice versa and the words repay, redeem, repayabe, redeemed and repaid sha be construed accordingy. 1.3 References to any statute or statutory provision: sha be construed as a reference to it as amended, extended or re-enacted from time to time and sha incude a subordinate egisation made from time to time under that statute or statutory provision. 1.4 In construing this instrument genera words introduced by the word other sha not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particuar cass of acts, matters or things and genera words foowed by the word incuding sha not be given a restrictive meaning by reason of the fact that they are foowed by particuar exampes intended to be embraced by the genera words. Interest Rate Offer means (a) 5.5% unti 31 October 2019 and 5.0% for any subsequent period unti the Repayment Date. means the offer of Bonds issued by OCE contained in the Offer Document and made subject to the terms and conditions found at ethex.org.uk. 1.5 A the provisions of this instrument are severabe and distinct from one another and the iegaity, invaidity or unenforceabiity of any provision of this instrument under the aw of any jurisdiction sha not affect its vaidity or enforceabiity under the aw of any other jurisdiction nor the egaity, vaidity or enforceabiity of any other provision.

28 orchard community energy soar bond offer The Schedues (incuding, for avoidance of doubt, the Conditions) form part of this instrument and sha have effect and sha be binding on the Bondhoders as if set out in fu in the body of this instrument. Any reference to this instrument incudes the Schedues. 2. Amount, Description and Status of Bonds 2.1 The tota principa amount of the Bonds is imited to 1,200,000 and the Bonds sha be issued in integra mutipes of 100 by OCE, with a minimum investment amount of The Bonds when issued sha rank pari passu equay and rateaby without discrimination or preference among themseves and as an unsecured obigation of OCE. 3. Repayment and Interest When the Bonds become payabe in accordance with the provisions of this instrument, OCE sha pay to the Bondhoders the fu principa amount owing to each Bondhoder together with any accrued interest on such Bonds then outstanding (ess any tax which OCE is required by aw to deduct or withhod from such payment). 4. Certificates 4.1 Each certificate for Bonds sha be issued to a Bondhoder substantiay in the form set out in Schedue 1: Part 1 and sha be executed by OCE and have the Conditions endorsed on or attached to it. Each Bondhoder sha be entited to receive without charge one Certificate for the Bonds registered in his name. 4.2 When a Bondhoder transfers or redeems part ony of his Bonds, the od Certificate sha be canceed and a new Certificate for the baance of such Bonds sha be issued without charge. 5. Register 5.1 OCE sha, at a times, keep a Register at its registered office (or at such other pace as OCE may from time to time have appointed for the purpose and have notified to the Bondhoders). 5.2 The Register sha contain the foowing detais: the names and addresses of the Bondhoders and the date on which the name of the Bondhoder is entered on the register; the principa amount of the Bonds hed by each Bondhoder; and the date of issue of each Bond, together with a subsequent transfers and changes of ownership of each Bond. 5.3 Any change of name or address by any Bondhoder that is notified to OCE at its registered office address above sha be entered in the Register. 5.4 Any Bondhoder may, by written notice to OCE, request to be informed of the information regarding that Bondhoder hed in the Register and require OCE prompty to rectify an error in the Register in reation to that Bondhoder. 6. Defaut The foowing are Events of Defaut: Non-payment: OCE fais to pay any principa or interest on any of the Bonds within 10 Business Days after the due date for payment thereof; Breach of undertaking: OCE fais duy to perform or compy with any obigation (other than an obigation to pay principa or interest in respect of the Bonds) expressed to be assumed by it in this instrument and such faiure continues for 10 days after written notice has been given by any Bondhoder requiring remedy thereof; Insovency: OCE or any member of the Group is (or is, or coud be, deemed by aw or a court to be) insovent or unabe to pay its debts (as defined in section 123 of the Insovency Act 1986), stops, suspends or threatens to stop or suspend payment of a or any materia part of its indebtedness or commences negotiations with any one or more of its creditors with a view to the genera readjustment or re-scheduing of a or any materia part of its indebtedness or makes a genera assignment for the benefit of, or composition with, any of its creditors (or any cass of its creditors) or a moratorium is agreed or decared in respect of, or affecting, a or a materia part of its indebtedness; Enforcement proceedings: A distress, attachment, execution or other ega process is evied, enforced or sued out on or against a or any part of the assets of OCE or any member of the Group and is not discharged or stayed within 10 days; Winding-up: OCE or any member of the Group takes any corporate action or other steps are taken or ega or other proceedings are started for its winding-up, dissoution or reorganisation (other than for the purposes of a bona fide, sovent scheme of reconstruction or amagamation previousy approved by Specia Resoution) or for the appointment of a receiver, administrator, administrative receiver, iquidator, trustee or simiar officer of it or of any or a of its assets; Anaogous proceedings: Anything anaogous to or having a substantiay simiar effect to any of the events specified in cause to cause incusive sha occur under the aws of any appicabe jurisdiction; Encumbrance enforceabe: Any encumbrance on or over the assets of OCE or any member of the Group becomes enforceabe and any step (incuding the taking of possession or the appointment of a receiver, manager or simiar person) is taken to enforce that encumbrance; Cessation of business: OCE or any member of the Group ceases to carry on the business it carries on at the date of this instrument or a substantia part thereof; and Iegaity: It is or becomes or wi become unawfu for OCE to perform or compy with any of its obigations under this instrument, or any such obigation is not or ceases to be ega, vaid and binding. 7. Acceeration If, at any time and for any reason, any Event of Defaut has occurred, the Bondhoders may by Specia Resoution or by written notice to OCE from more than 50% of the tota number of Bondhoders, at any time whie such Event of Defaut remains unremedied and has not been waived by a Specia Resoution, direct that the principa amount of a Bonds, a unpaid accrued interest and any other sum then payabe on such Bonds sha become due and payabe immediatey and such amounts sha be immediatey payabe by OCE to the Bondhoders (in each case ess any appicabe taxes). 8. No set-off Payments of principa and interest under this instrument sha be paid

29 orchard community energy soar bond offer 29 by OCE to the Bondhoders, and the Bonds sha be transferabe in accordance with the provisions of Schedue 2, without any deduction or withhoding (whether in respect of any set-off, countercaim or otherwise whatsoever) uness the deduction or withhoding is required by aw. 9. Meetings of Bondhoders The provisions for meetings of the Bondhoders are set out in Schedue Enforcement 10.1 From and after the date of this instrument and so ong as any amount is payabe by OCE in respect of the Bonds, OCE undertakes that it sha duy perform and observe the obigations on its part contained in this instrument The Bonds sha be hed subject to and with the benefit of the provisions of this instrument, the Conditions and the schedues. A such provisions sha be binding on OCE and the Bondhoders and a persons caiming through or under them respectivey, and sha enure for the benefit of a Bondhoders, their persona representatives successors and permitted assigns Except as expressy provided in this cause 10.3, a person who is not a party to this instrument sha not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this instrument. This instrument and the Bonds are enforceabe under the Contracts (Rights of Third Parties) Act 1999 by each Bondhoder. 11. Modification The provisions of this instrument may from time to time be modified, abrogated or compromised in any respect by Specia Resoution and with the consent of OCE. Conditions endorsed hereon. 1. The Bonds are repayabe in accordance with Condition This Certificate must be surrendered before any transfer, whether of the whoe or any part of the Bond comprised in it, can be registered or any new certificate issued in exchange. 3. Any change of address of the Bondhoder(s) must be notified in writing and signed by the Bondhoder(s) to OCE at its registered office from time to time. 4. The Bonds are transferabe in amounts and in integra mutipes of 100, with a minimum investment of 500 in accordance with the terms of the Conditions and the Instrument. 5. Words and expressions defined in the Instrument sha bear the same meaning in this Certificate and in the Conditions endorsed hereon. 6. The Bonds and any dispute or caim arising out of or in connection with any of them or their subject matter or formation (incuding non-contractua disputes or caims) sha be governed by, and construed in accordance with, the aw of Engand and Waes. 7. The courts of Engand and Waes sha have excusive jurisdiction to sette any dispute or caim arising out of or in connection with the Bonds or their subject matter or formation (incuding non-contractua disputes or caims). 8. A copy of the Instrument is avaiabe for inspection at the registered office of OCE. Executed by ORCHARD COMMUNITY ENERGY LIMITED, acting by two directors: 12. Governing aw and jurisdiction 12.1 This instrument and the Bonds and any dispute or caim arising out of or in connection with any of them or their subject matter or formation (incuding non-contractua disputes or caims) sha be governed by, and construed in accordance with, the aw of Engand and Waes The courts of Engand and Waes sha have excusive jurisdiction to sette any dispute or caim arising out of or in connection with this instrument or any Bond or their subject matter or formation (incuding non-contractua disputes or caims). SCHEDuE 1: PART 1 BOND CERTIFICATE Dated: 2016 [Insert name] Director [Insert name] Director Certificate no. Date of Issue Amount [NuMBER] [DATE] [AMOuNT] ORCHARD COMMuNITY ENERGY IMITED (OCE) 1,200,000 unsecured BONDS Created and issued pursuant to a resoution of the board of directors of OCE passed on 23 November THIS IS TO CERTIFY THAT [INSERT NAME OF BONDHOLDER] is the registered hoder of [AMOUNT] of the 1,200,000 unsecured bonds constituted by an instrument entered into by OCE on 23 November 2016 (Instrument). Such bonds are issued with the benefit of and subject to the provisions contained in the Instrument and the SCHEDuE 1: PART 2 THE CONDITIONS 1. Priority Any payments due to Bondhoders under the terms of this instrument sha be satisfied in priority to any payments to members of OCE as interest payments on members share capita.. 2. Repayment and option to redeem Subject to Condition 3, a Bonds not previousy redeemed (in whoe or in part) before the Repayment Date wi be repaid by OCE within 30 days of the Repayment Date, at par, together with interest accrued up to and incuding the Repayment Date, provided that the Bondhoder competes the Repayment Notice and returns the same to OCE in

30 orchard community energy soar bond offer 30 accordance with the instructions printed thereon so as to be received by OCE at east 3 months prior to the reevant Repayment Date. 3. Vountary eary repayment by OCE 3.1 Subject to Condition 3.2 beow, OCE may, by giving the Bondhoders not ess than 3 months written notice prior to a Repayment Date, repay the principa amount of a or a portion of the Bonds on the date specified in such notice. 3.2 Where the Directors are of the opinion that OCE is required to redeem the Bonds other than in accordance with Condition 3.1 in order to avoid a materia adverse effect on the Group, OCE may, by giving the Bondhoders not ess than 28 days written notice, repay the principa amount of a or a portion of the Bonds on the date specified in such notice. 3.3 In either scenario under Condition 3.1 and Condition 3.2 OCE sha aso pay to the Bondhoders a outstanding interest accrued on the Bonds to be redeemed up to and incuding the date on which the Bonds became repayabe (in each case ess any taxes required by aw to be deducted or withhed from such payments). 3.4 Any payment made under this Condition 3 sha be treated as reducing the amount of the repayments under Condition 2 proportionatey and sha be made pro rata to the hodings of a Bondhoders. 4. Canceation A Bonds repaid, prepaid or purchased by OCE sha be canceed and OCE sha not reissue the same. 5. Payment of interest 5.1 Unti the Bonds are repaid in accordance with these Conditions, interest on the principa amount of the Bonds outstanding from time to time sha accrue at the Interest Rate, cacuated annuay on 31 October in each year. 5.2 Interest sha be cacuated on the basis of the actua number of days eapsed in the reevant period and a 365 day year. Interest sha begin to accrue when bonds are issued. 5.3 Those Bondhoders who do not exercise their option to redeem their Bond(s) under Condition 2 as at 31 October 2019 sha, within 30 days of that date, be paid the interest accrued on their Bonds up to and incuding that date and interest sha continue to accrue on the principa amount of their Bonds at the Interest Rate, cacuated annuay on 31 October in each year. This Condition 5.3 sha appy to each subsequent anniversary of 31 October 2019 unti the earier of the Bondhoder exercising his option under Condition 2 or OCE exercising their option under Condition If OCE fais to pay any amount of interest or principa on any Bond when such amount is due, interest at the rate appicabe under these Conditions pus 1% per annum sha accrue on the unpaid amount from the due date unti the date of payment. 5.5 Interest on any Bonds repaid by OCE in accordance with these Conditions sha cease to accrue as from the date on which the Bonds become repayabe. 6. Deaings The Bonds sha not be capabe of being deat in or on any isted stock exchange in the United Kingdom or esewhere and no appication has been or sha be made to any isted stock exchange for permission to dea in or for an officia or other quotation for the Bonds. The Bonds sha be capabe of being deat via the patform offered by Ethex. 7. Notices 7.1 Any notice or other document (incuding Certificates) may be given or sent to any Bondhoder by sending the same by post in a prepaid, first-cass etter addressed to such Bondhoder at his registered address in the United Kingdom or (if he has no registered address within the United Kingdom) to the address (if any) within the United Kingdom suppied by him to OCE for the giving of notice to him or to an eectronic address notified by the Bondhoder to OCE for the purpose of receiving notices or other documents (incuding Certificates). Notice may be given to the persons entited to any Bonds as a resut of the death or bankruptcy of any Bondhoder by sending the same by post in a prepaid, first- cass enveope addressed to them by name or by the tite of the representative or trustees of such Bondhoder at the address (if any) in the United Kingdom suppied for the purpose by such persons or (unti such address is suppied) by giving notice in the manner in which it woud have been given if the death or bankruptcy had not occurred. 7.2 Any notice or other document (incuding Repayment Notices, Certificates and transfers of Bonds) may be given or sent to OCE by sending the same by post in a prepaid, first-cass etter addressed to OCE at its registered office for the time being. 7.3 Any notice, communication or document sent by post sha be deemed to have been deivered or received on the second Business Day foowing the day on which it was posted. In proving such deivery or receipt it sha be sufficient to prove that the reevant notice, communication or document was propery addressed, stamped and posted (by airmai, if to another country) in the United Kingdom. Any notice, communication or document sent to an eectronic address sha be deemed to have been deivered on the day on which it was sent. SCHEDuE 2 Provisions as to registration, transfer and other matters 1. Recognition of Bondhoder as absoute owner OCE sha recognise as absoute owner the registered hoder of any Bonds. OCE sha not (except as ordered by a court of competent jurisdiction) be bound to take notice or see to the execution of any trust (whether express, impied or constructive) to which any Bond may be subject. The receipt of the registered hoder for the time being of any Bonds or, for the principa payabe in respect of such Bonds and for the interest from time to time accruing due in respect of such Bonds or for any other moneys payabe in respect of such Bonds sha be a good discharge to OCE notwithstanding any notice it may have (whether express or otherwise) of the right, tite, interest or caim of any other person to or in such Bonds, interest or moneys. OCE sha not be bound to enter any notice of any express, impied or constructive trust on the Register in respect of any Bonds. 2. Transferabiity of Bonds 2.1 The Bonds are transferabe by instrument in writing in amounts and mutipes of 100. The minimum transferabe amount sha be 500. There sha not be incuded in any instrument of transfer any Bonds other than the Bonds constituted by this instrument. 2.2 Every instrument of transfer sha be duy signed by or on behaf of the transferor and the transferor sha be deemed to

31 orchard community energy soar bond offer 31 remain the owner of the Bonds to be transferred unti the transferee's name is entered in the Register in respect of such Bonds. 2.3 Every instrument of transfer sha be eft for registration at the address where the Register is maintained for the time being (as referred to in cause 5.1 of this instrument) accompanied by the Certificate(s) for the Bonds to be transferred, together with such other evidence as the Directors or other officers of OCE authorised to dea with the transfers may require to prove the tite of the transferor or his right to transfer the Bonds and, if the instrument of transfer is executed by some other person on his behaf, the authority of that person to do so. A instruments of transfer which are registered sha be retained by OCE. No transfer sha be registered of Bonds in respect of which a notice of repayment has been given under Condition 3 (Vountary eary repayment). 2.4 No fee sha be charged for the registration of any transfer or for the registration of any confirmation, probate, etters of administration, certificate of marriage or death, power of attorney or other document reating to or affecting the tite to any Bonds or for making any entry in the Register reating to or affecting the tite to any Bonds. 3. Recognition of persona representatives 3.1 The executors or administrators of a deceased Bondhoder sha be the ony person(s) recognised by OCE as having any tite to such Bonds. 3.2 Any person who becomes entited to any of the Bonds as a resut of the death or bankruptcy of any Bondhoder, or of any other event giving rise to the transmission of such Bonds by operation of aw may, upon producing such evidence that he sustains the character in respect of which he proposes to act under this Condition or of his tite as the Directors sha think sufficient, be registered himsef as the hoder of such Bonds or, subject to the preceding Conditions as to transfer, may transfer such Bonds. OCE may retain any payments paid upon any such Bonds, which any person under this provision is entited to, unti such person is registered as the hoder of such Bonds or has duy transferred the Bonds. 4. Payment of interest and principa 4.1 The payments of principa, interest or other sums payabe by OCE in respect of the Bonds may be paid by: (a) eectronic transfer in immediatey avaiabe ceared funds on the due date for payment, to the account specified for the purpose by the Bondhoder in writing to OCE or its agent; or (b) in the absence of such notification, by cheque, warrant or bankers' draft made payabe to and sent to the registered address of the Bondhoder or made payabe to such person and sent to such address as the registered hoder may in writing direct. 4.2 Every such cheque, warrant or bankers' draft sha be sent on or before the due date for payment and may be sent through the post at the risk of the registered Bondhoder. Payment of the cheque, warrant or bankers' draft sha be a good discharge to OCE. 4.3 A payments of principa, interest or other moneys to be made by OCE sha be made after any deductions or withhodings for or on account of any present or future taxes required to be deducted or withhed from such payments. 5. Repacement of certificates If the Certificate for any Bonds is ost, defaced or destroyed it may be renewed on such terms (if any) as to evidence and indemnity as the Directors may require. In the case of defacement the defaced Certificate sha be surrendered before the new Certificate is issued. SCHEDuE 3 Provisions for meetings of Bondhoders 1. Caing of meetings OCE may at any time and sha on the request in writing signed by 5% or more of the tota number of Bondhoders convene a meeting of the Bondhoders to be hed at such pace as OCE sha determine. 2. Notice of meetings At east 14 cear days notice specifying the pace, day and hour of the meeting sha be given to the Bondhoders of any meeting of Bondhoders. Any such notice sha specify the genera nature of the business to be transacted at the meeting thereby convened but, except in the case of a resoution to be proposed as a Specia Resoution, it sha not be necessary to specify the terms of any resoutions to be proposed. The omission to give notice to any Bondhoder sha invaidate any resoution passed at any such meeting. 3. Chair of meetings A person nominated by OCE sha be entited to take the chair at any such meeting and if no such nomination is made, or if at any meeting the person nominated sha not be present within 15 minutes after the time appointed for hoding the meeting, the Bondhoders present sha choose one of their number to be Chair. The Directors and the Secretary and ega advisers of OCE and any other person authorised in that behaf by the Directors may attend at any such meeting. 4. Quorum 4.1 At any such meeting convened for any purpose, other than the passing of a Specia Resoution, persons being or representing by proxy at east 10% of the tota number of Bondhoders sha form a quorum for the transaction of business. At any meeting convened for the purpose of passing a Specia Resoution persons being or representing by proxy at east 50% of the tota number of Bondhoders sha form a quorum. No business (other than the choosing of a Chair) sha be transacted at any meeting uness the requisite quorum is present at the commencement of the meeting. 4.2 If within 30 minutes from the time appointed for any meeting of the Bondhoders a quorum is not present the meeting sha, if convened upon the requisition of the Bondhoders, be dissoved. In any other case it sha stand adjourned to such day and time (being not ess than 14 days and not more than 42 days thereafter) and to such pace as may be appointed by the Chair and at such adjourned meeting two Bondhoders present in person or by proxy and entited to vote sha form a quorum. 5. Adjournment of meetings 5.1 The Chair may with the consent of (and sha if directed by) any such meeting adjourn the same from time to time and from pace to pace. No business sha be transacted at any adjourned meeting other than business that might awfuy

32 orchard community energy soar bond offer 32 have been transacted at the meeting from which the adjournment took pace. 5.2 Notice of any adjourned meeting at which a Specia Resoution is to be submitted sha be given in the manner provided for in this instrument. Such notice sha state that two Bondhoders present in person or by proxy and entited to vote at the adjourned meeting sha form a quorum. 6. Voting 6.1 Every question submitted to a meeting of Bondhoders sha be decided in the first instance by a show of hands. In case of an equaity of votes whether on a show of hand or a po, the Chair sha not have a second or casting vote and the resoution sha be deemed to have been ost. 6.2 At any meeting of Bondhoders, uness (before or on the decaration of the resut of the show of hands) a po is demanded by the Chair or by one or more Bondhoders present in person or by proxy, a decaration by the Chair that a resoution has been carried or carried by a particuar majority or ost or not carried by any particuar majority sha be concusive evidence of the fact. 6.3 If at any such meeting a po is so demanded it sha be taken in such manner as the Chair may direct, provided that no Bondhoder sha have more than one vote. The resut of such po sha be deemed to be the resoution of the meeting at which the po was demanded. The demand for a po may be withdrawn. 6.4 Any po demanded at any such meeting sha be taken at the meeting without adjournment. The demand for a po sha not prevent the continuance of a meeting for the transaction of any business other than the question on which the po has been demanded. 6.5 Every Bondhoder who (being an individua) is present in person or by proxy or (being a corporation) is present by a representative (not being himsef a Bondhoder) or by proxy sha have one vote, regardess of the number of Bonds hed by such Bondhoder present in person or represented. 7. Proxies 7.1 Every instrument appointing a proxy sha be in writing, signed by the appointor or his attorney or, in the case of a corporation, under its common sea, or signed by its attorney or a duy authorised officer and sha be in such form as the Directors may approve. Such instrument of proxy sha, uness the contrary is stated thereon, be vaid both for an adjournment of the meeting and for the meeting to which it reates and need not be witnessed. A person appointed to act as a proxy need not be a Bondhoder. 7.2 The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notariay certified or office copy of such power or authority sha be deposited with OCE at the address where the Register is maintained for the time being (as referred to in cause 5.1 of this instrument) or at such other pace as may be specified in the notice convening the meeting before the time appointed for hoding the meeting or adjourned meeting or the taking of a po at which the person named in such instrument proposes to vote and in defaut the instrument of proxy sha not be treated as vaid. A vote given in accordance with the terms of an instrument appointing a proxy sha be vaid notwithstanding the previous death or insanity of the principa or revocation of the instrument of proxy or of the authority under which the instrument of proxy is given or transfer of the Bonds in respect of which it is given uness previous intimation in writing of such death, insanity, revocation or transfer sha have been received by OCE at the address where the Register is maintained for the time being (as referred to in cause 5.1 of this instrument). No instrument appointing a proxy sha be vaid after the expiration of 12 months from the date named in it as the date of its execution. 8. Power of meetings of Bondhoders 8.1 In addition to the powers to pass the Specia Resoutions referred to at Cause 6 (Events of Defaut), Cause 7 (Acceeration) and Cause 11 (Modification) of this instrument, a meeting of the Bondhoders may, by Specia Resoution, consent to any proposa put to Bondhoders by OCE where such proposa may affect Bondhoders rights to repayment of principa, payment of interest or to demand acceerated repayment under Cause Resoutions 9.1 A Specia Resoution, passed at a meeting of Bondhoders duy convened and hed in accordance with the provisions of this schedue, sha be binding on a the Bondhoders whether or not present at such meeting and each of the Bondhoders sha be bound to give effect to such Specia Resoution accordingy. The passing of any such resoution sha be concusive evidence that the circumstances justify the passing of such Specia Resoution. 9.2 Subject to cause 7 of this instrument, a resoution in writing signed by at east 75% of the tota number of Bondhoders sha for a purposes be as vaid and effectua as a Specia Resoution. Such resoution in writing may be contained in one document or in severa documents in ike form each signed by one or more of the Bondhoders. 10. Minutes of meetings Minutes of a resoutions and proceedings at every such meeting of the Bondhoders sha be made and duy entered in books to be from time to time provided for that purpose by OCE and sha be avaiabe for inspection by Bondhoders during norma business hours on reasonabe notice to OCE. Executed by ORCHARD COMMUNITY ENERGY LIMITED, acting by two directors: Director Director

33 BOND APPLICATION FORM Pease compete in BLOCK CAPITALS 1. Mr/Mrs/Miss/Ms/other specify Date of Birth Surname Company name (if appication in company name) First Names Address If you have been at the above address for ess than three years pease provide us with your previous address as we Post Code Teephone No. Emai address 2. I wish to participate in the Orchard Community Energy Bond Offer and to purchase transferabe bonds. I wish to appy for ( 500 minimum) transferabe bonds. I encose a cheque for made payabe to Ethex Investment Cub Ltd 3. Appicant Confirmations I decare that: I understand that the payment supporting this appication wi be presented upon receipt and I warrant that it wi be paid on first presentation. I understand that my appication wi be handed by Ethex Investment Cub Ltd (Ethex) and that Ethex may need to contact me for further information to be abe to compete my order. I understand that: This appication may be refused by the Directors, at their discretion, but when accepted by the Society forms a contract subject to Engish aw on the terms and conditions of the Offer Document; By competing appication form, I offer to appy, on the terms and conditions contained in the Offer Document, for the number of bonds specified, or such esser number as may be accepted by the Directors; Once an appication has been made it cannot be withdrawn and that this appication, if and when accepted by the Society, forms a contract subject to Engish aw on the terms and conditions of the Offer Document; If the Offer is oversubscribed it is possibe that an otherwise eigibe appication wi not be accepted in part or in whoe; and that if insufficient funds are raised by the Offer, my bond-hodings may be returned; No interest is payabe on submitted appication monies which become returnabe.

34 I confirm that: I have read the Offer Document, incuding the Key Risk Factors, the Rues and the bond instrument contained within the Offer Document, under which the bonds wi be issued, and am not reying on any information or representation in reation to the Offer which is not incuded in the Offer Document; To the extent that I am an individua, I am at east 18 years of age; I am responsibe for obtaining any financia and tax advice concerning this Offer and I have not reied on the Society or its advisers for any such advice; The Society is hereby authorised to make such enquiries as are deemed necessary to confirm the eigibiity of this appication; The appicant wi provide any additiona information on request from the Society or Ethex in connection with this appication (incuding any information to provide the Society or Ethex with satisfactory evidence of your identity); I consent to the name(s), address(es) and other persona information suppied to be retained by the Society for the purposes of the bond register. 4. Where did you hear about this offer? 6. Signed: Dated: PLEASE RETURN COMPLETED FORM to Ethex, The Od Music Ha, Cowey Road, Oxford OX4 1JE FOR OFFICE USE ONLY: Date of investment: Bond No.: Interest Rate: Cheque Banked: / / Bond cert to be sent: / /

35 orchard community energy soar bond offer 35 Important Notice This offer has been prepared by Orchard Community Energy ( OCE ) and its Directors, who are responsibe for its contents. The distribution of this document in jurisdictions other than the United Kingdom may be restricted by aw and therefore persons into whose possession this document comes shoud inform themseves about and observe any such restrictions. Any faiure to compy with these restrictions may constitute a vioation of the securities aw of such jurisdictions. This Offer Document is not a prospectus for the purposes of Part VI of FSMA. It has not been approved by the Financia Conduct Authority (FCA) or any other reguator. The Bonds have not been admitted to isting on any reguated market and wi not be deat on any stock exchange or other such market. An appication to invest in the Bonds may ony be made through Ethex, a not for profit organisation operating an onine patform for positive investments. This Offer Document has been provided ony to those members of Ethex who have requested to view it and shoud not be distributed to any other person. Ethex is not required to be authorised by the FCA in so far as it provides information on or arranges deas in investments. This is because it is an Enterprise Scheme, which is exempt from reguation in arranging financia deas provided it is not acting for financia gain. Further information can be found at If you have a query about how to appy for this Offer, pease visit or contact Ethex on or by emai at hep@ For genera queries about this Offer, pease contact Orchard Community Energy on or emai info@orchard.coop Before appying you are advised to read the whoe of this Offer Document, incuding the risks set out on pages 24-25, and a the information regarding this Offer at You shoud consider taking appropriate financia and other independent advice from an FCA-authorised person who has experience in advising on investments such as these before making any investment decision. Nothing in this Offer Document shoud be read or understood to be financia, investment, tax or accounting advice.

36 ORCHARD Community Energy Take a share in your oca energy Investing in renewabes Cutting carbon Buiding community