Subscription Agreement
CM Beyer Limited — Unsecured Fixed-Rate Loan Note Programme 2026. Standard form agreement for Noteholders subscribing under the Loan Note Instrument.
DO NOT SIGN THIS AGREEMENT UNLESS YOU ARE PREPARED TO LOSE ALL THE MONEY YOU INVEST. Read this agreement and the Loan Note Instrument in full before subscribing. Seek independent legal and financial advice.
Parties and Subscription Details
This Subscription Agreement is entered into between CM Beyer Limited ("Company") and the individual whose details are set out below ("Noteholder"). Together they are the "Parties".
The Noteholder agrees to subscribe for an unsecured loan note issued by the Company ("Loan Note") on the terms set out in this Agreement and in the Loan Note Instrument dated 1 June 2026 ("Instrument"). Capitalised terms not defined here have the meanings given in the Instrument.
Investor Self-Certification
The Noteholder confirms that they qualify as a person to whom this communication may be made under the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and that at least one of the following applies:
A — High Net Worth Individual (Article 48, FPO 2005)
I declare that I am a high net worth individual. I confirm at least one of the following applies to me during the financial year immediately preceding the date of this Agreement:
B — Self-Certified Sophisticated Investor (Article 50A, FPO 2005)
I declare that I am a self-certified sophisticated investor. I confirm at least one of the following applies to me:
Noteholder Representations and Warranties
The Noteholder represents and warrants to the Company, as of the date of this Agreement and as of the Issue Date, that:
(a) the Noteholder has legal capacity to enter into this Agreement and the execution of this Agreement constitutes a valid and legally binding obligation of the Noteholder;
(b) the Noteholder is subscribing for the Loan Note as principal and not as agent or nominee for any other person;
(c) the Noteholder meets the self-certification criteria set out in Clause 2 above and the Noteholder has not relied on any statement or representation by the Company in reaching that conclusion;
(d) the Noteholder has had the opportunity to seek and, where appropriate, has obtained independent legal, financial, and tax advice in relation to this Agreement and the Loan Note;
(e) the Noteholder understands the nature and risks of the investment and is capable of evaluating those risks and bearing any financial loss arising;
(f) the Subscription Amount represents money that the Noteholder can afford to lose in its entirety without materially affecting their standard of living or financial obligations;
(g) the information provided by the Noteholder in this Agreement and in any investor self-certification form is true, accurate, and complete in all material respects.
Subscription and Issue
The Noteholder agrees to subscribe the Subscription Amount on or before the Issue Date, by electronic bank transfer to the account notified by the Company. The Company shall not be obliged to issue the Loan Note until the Subscription Amount has been received in full and cleared into the Company's account.
Upon receipt of the cleared Subscription Amount, the Company shall issue the Loan Note and enter the Noteholder's details in the Register. The Company shall send the Noteholder a written confirmation of issue within 5 Business Days.
If the Subscription Amount is not received within 10 Business Days of the Issue Date, this Agreement shall lapse and neither Party shall have any obligation to the other.
Incorporation of the Instrument
The Noteholder confirms that they have read and understood the Loan Note Instrument dated 1 June 2026 (available at cmbeyer.co.uk/loan-note-instrument). All terms and conditions of the Instrument are incorporated into and form part of this Agreement as if set out in full. In the event of any conflict between the terms of this Agreement and the Instrument, the Instrument shall prevail.
Data Protection
The Company will process the Noteholder's personal data for the purposes of managing the Loan Note, making interest and principal payments, maintaining the Register, and complying with legal and regulatory obligations. The Company's Privacy Policy is available at cmbeyer.co.uk/privacy-policy. Personal data will be retained for the duration of the Loan Note and for 7 years thereafter in accordance with statutory obligations.
Entire Agreement
This Agreement and the Instrument constitute the entire agreement between the Parties in relation to the subject matter of this Agreement and supersede all prior representations, negotiations, and understandings (whether oral or written) between the Parties. Nothing in this Clause shall exclude liability for fraudulent misrepresentation.
Governing Law
This Agreement is governed by the laws of England and Wales. Each Party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute or claim arising under or in connection with this Agreement.
Execution by the Noteholder
By signing below, the Noteholder confirms they have read and understood this Agreement, the Loan Note Instrument, all risk warnings, and the investor self-certification above, and agree to be bound by the terms herein.
This is the standard form. The executed agreement (signed by both parties) governs. PDF: Download. ← Back to Investor