Digital Moneybox Limited (“Moneybox” or the “Company”)

Explanation of Wider Funding Round and Share Classes

This document summarises details of the wider funding round and the share class rights of
Moneybox.

Summary of wider funding round

The investment by Crowdcube investors in this round (“​Crowdcube Investors​”) forms part
of a wider Series C funding round by Moneybox.

Moneybox’s Series C round comprises (i) a series of tranches of investment from a

combination of institutional and private investors and (ii) the Crowdcube funding round.

To date, Moneybox has issued shares to investors for the three tranches totalling an amount
of approximately £16.74 million. These tranches are not part of the Crowdcube funding
round and are not reflected on the Crowdcube progress bar on Moneybox’s pitch

Following the completion of this Crowdcube funding round, Moneybox plans to complete the
remaining fourth tranche of investment for approximately £11 million and is in discussions
with investors for the placement of the final £2.4m made available in this round.

The pre-money valuation of £​142,695,055 displayed on the Pitch includes the tranches of
investment mentioned above.

For clarification, the share price for this round was calculated using the pre-money valuation
of £115 million, which was set prior to the first tranche of investment. This is to ensure
consistency with the Company’s pre-money valuation and share price across the wider
funding round.

Summary of share classes and rights

Moneybox has a number of institutional and private shareholders (together referred to as the
“​Investors​”). The Investors have certain rights and protections which are typical for
investments by venture capital investors and investment firms. These rights and protections
are not available to holders of Ordinary Shares, which the founders of Moneybox hold and
the Crowdube Investors will hold.

The share classes

The Investors hold various sub-classes of Preferred Ordinary Shares, depending on when
they invested in Moneybox. The founders and employees of Moneybox hold Ordinary
Shares.
Reward Shares are a type of Ordinary Share which are issued to Moneybox’s pension
customers as a reward for transferring their pension to Moneybox. The Reward Shares are
held on trust by Moneybox Share Nominee Limited (a wholly-owned subsidiary of
Moneybox) on behalf of those individuals.

In this Crowdcube funding round, Crowdcube Investors will receive Ordinary Shares. The
rights attaching to the Ordinary Shares will be set out in Moneybox’s articles of association
(the “​Articles​”). The Articles will be circulated in the cooling-off email to Crowdcube
Investors in this funding round. The Ordinary Shares issued to Crowdcube Investors will
carry the same rights as the other holders of Ordinary Shares, including voting rights and
pre-emption rights on an allotment of new shares or other securities, with the exception of
pre-emption rights on a transfer of shares and co-sale rights.

Sale / exit / liquidation proceeds

On a sale, other exit (for example, an IPO) or liquidation, certain holders of Preferred
Ordinary Shares will receive a return on their investment in preference to the other
shareholders. The order of priority depends on the subclass of Preferred Ordinary Shares
held by that Investor. This preference is limited to their subscription price (i.e. the amount
they paid for their shares) plus any arrears relating to their shares (for example, an unpaid
dividend). After this preference, the proceeds (if any) would be divided pro-rata between the
other shareholders.

On a sale of the Company, the preference amount after this round (including all tranches of
investment referred to above) will be a maximum of £50.3 million. That means, if the total
sale proceeds were below this figure, the other shareholders (excluding certain holders of
Preferred Ordinary Shares) would receive no return.

On a liquidation or a return of capital, the preference amount after this round will be a
maximum of up to approximately £​35.2 million (again, including all tranches of investment).
That means, if the total surplus assets (remaining after the payment of liabilities) were below
this figure, the other shareholders (excluding certain holders of Preferred Ordinary Shares)
would receive no return.

The Investors also have the right to convert their Preferred Ordinary Shares into Ordinary
Shares by serving notice on Moneybox. The shares would convert automatically on the date
of the notice. An Investor may choose to convert its holding if it would receive a greater
return than the preference amount if they held Ordinary Shares (this means that the
preference would fall away).

Additional rights and protections

Certain holders of Preferred Ordinary Shares have a number of additional rights and
protections in the Articles and the shareholders’ agreement between Moneybox and the
Investors.
These include the obligation for Moneybox to obtain consent for a range of company matters
from either an investor majority (which is three out of four named institutional investors) or an
investor director. The consent matters include but are not limited to:
● any alteration to the share capital (including the issue of new shares) (investor
majority consent);
● changes to the company’s share structure (investor majority consent);
● the appointment and removal of directors (investor director);
● certain capital expenditure outside of Moneybox’s budget and business plan (investor
director); and
● any material transactions outside the ordinary course of business (investor director).

Cooling off email

The cooling-off email that is circulated to investors who express interest in investing in
Moneybox will include the Articles and other key investment documents, which contain the
Investors’ rights.

You should seek independent legal advice on these documents if you have any concerns.
Crowdcube is not able to provide you with legal advice.

Please carefully read the legal review document attached to the cooling-off email,
which will contain full details of the offer.