Patisserie Holdings plc Admission Document

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Key Highlights

l AleadingUKbrandedcaféandcasualdininggroupofferingcakes,pastries,snacks,mealsandhotandcolddrinksfrom138storesandFlourPowerBakery

l Alldaytradingformatandaffordableproposition

m averagecaféspendperheadof£8.84(excludingPhilpotts)

l Favourablypositionedacrossboththecoffeeshopandbrandedcasualdiningmarkets

m togetherforecasttobeworthcirca£6billionandforecasttogrowatover8percent.perannum1

l Verticallyintegratedbusinessmodel

m almostallproductsmadein-house

l Broadcustomerappeal,supportedbyportfoliooffivedifferentiatedbrands

l Experiencedmanagementteamwithprovensectortrackrecord

l ReportedEBITDAfor52weeksended30September2013of£12.0million(up25.1percent.overprioryear)

m proformaEBITDAforthesameperiodof£13.3million,includingrecentPhilpottsacquisition2

l 99percent.ofstoresopenformorethan12monthsprofitableonastorecontributionbasis

m averagepaybackonnewstoreopeningslessthan24months

l SignificantGroupEBITDAmarginsofcirca20percent.andoutstandingGroupreturnoncapitalemployedof34percent.

l Over250potentialfurthernewsitesidentifiedintheUKbyindependentresearch

l Rolloutprogrammeexpectedtobefinancedfrominternallygeneratedcashflow

l Maidendividendexpectedtobepaidinrespectofthefinancialyearending30September2015

1 Source:PricewaterhouseCoopersLLPreportdatedDecember2013andAllegraGroupLimitedreportdatedOctober2013.2 Source:UnauditedproformafinancialinformationincludedinPartV,preparedforillustrativepurposesonly.

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about thecontents of this document or as to the action you should take, you are recommended to seek your own personal financial adviceimmediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under theFinancial Services and Markets Act 2000 (as amended), who specialises in advising on the acquisition of shares and other securities.

This document, which comprises an AIM admission document drawn up in accordance with the AIM Rules for Companies, has been issuedin connection with the application for admission to trading of the entire issued and to be issued ordinary share capital of the Company totrading on AIM. This document contains no offer of transferable securities to the public within the meaning of section 102B of the FSMA, theAct or otherwise. Accordingly, this document does not constitute a prospectus within the meaning of section 85 of the FSMA and has not beendrawn up in accordance with the Prospectus Rules or approved by the FCA or any other competent authority.

Application has been made for the ordinary share capital of the Company, issued and to be issued pursuant to the Placing, to beadmitted to trading on AIM. It is expected that Admission will become effective and that unconditional dealings will commence in theOrdinary Shares on 19 May 2014. All dealings in Ordinary Shares prior to the commencement of unconditional dealings will be on a“when issued” basis and of no effect if Admission does not take place and will be at the sole risk of the parties concerned. Noapplication has been, or is currently intended to be, made for the Ordinary Shares to be admitted to listing or trading on any otherstock exchange. The New Ordinary Shares to be issued pursuant to the Placing will, on Admission, rank pari passu in all respects withthe Existing Ordinary Shares, and will rank in full for all dividends and other distributions declared, made or paid on OrdinaryShares after Admission.

AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than tolarger or more established companies. AIM securities are not admitted to the Official List of the United Kingdom Listing Authority.A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only aftercareful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuantto the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the LondonStock Exchange on Admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London StockExchange has not itself examined or approved the contents of this document.

The Directors (whose names, addresses and functions appear on page 5 of this document) and the Company (whose registered office appearson page 5 of this document) accept responsibility, both collectively and individually, for the information contained in this document andcompliance with the AIM Rules for Companies. To the best of the knowledge and belief of the Directors and the Company (who have takenall reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does notomit anything likely to affect the import of such information.

Prospective investors should read this document in its entirety. An investment in the Company includes a significant degree of risk andprospective investors should consider carefully the risk factors set out in Part II of this document.

Patisserie Holdings plc(Incorporated under the Companies Act 2006 and registered in England and Wales with registered number 08963601)

Placing of 46,645,794 Ordinary Shares of one penny each at 170 pence per share

and

Admission to trading on AIM

Nominated Adviser and Broker

Canaccord Genuity

Share capital immediately Issued and fully paidfollowing Admission Amount Number

Ordinary shares of one penny each £1,000,000 100,000,000

Canaccord Genuity, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and broker to theCompany in connection with the proposed Placing and Admission and will not be acting for any other person (including a recipient of thisdocument) or otherwise be responsible to any person for providing the protections afforded to clients of Canaccord Genuity or for advisingany other person in respect of the proposed Placing and Admission or any transaction, matter or arrangement referred to in this document.Canaccord Genuity’s responsibilities as the Company’s nominated adviser and broker under the AIM Rules for Nominated Advisers are owedsolely to London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of his decision toacquire shares in the Company in reliance on any part of this document.

Apart from the responsibilities and liabilities, if any, which may be imposed on Canaccord Genuity by the FSMA or the regulatory regimeestablished thereunder, Canaccord Genuity does not accept any responsibility whatsoever for the contents of this document, including itsaccuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with theCompany, the Ordinary Shares or the Placing and Admission. Canaccord Genuity accordingly disclaims all and any liability whether arisingin tort, contract or otherwise (save as referred to above) in respect of this document or any such statement.

A copy of this document is available, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, at the Company’swebsite www.investors.patisserieholdings.co.uk. Neither the content of the Company’s website nor any website accessible by hyperlinks tothe Company’s website is incorporated in, or forms part of, this document.

AIM Sch

2(e)

Annex I:

1.1, 1.2

Annex III:

1.1, 1.2

Annex III: 10.1

IMPORTANT NOTICE

Cautionary note regarding forward-looking statements

This document includes statements that are, or may be deemed to be, “forward-looking statements”. Theseforward-looking statements can be identified by the use of forward-looking terminology, including the terms“believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will”, or “should”or, in each case, their negative or other variations or comparable terminology. These forward-lookingstatements include matters that are not historical facts. They appear in a number of places throughout thisdocument and include statements regarding the Directors’ current intentions, beliefs or expectationsconcerning, among other things, the Group’s results of operations, financial condition, liquidity, prospects,growth, strategies and the Group’s markets.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future eventsand circumstances. Actual results and developments could differ materially from those expressed or impliedby the forward-looking statements. Factors that might cause such a difference, include, but are not limitedto the risk factors set out in Part II of this document.

Forward-looking statements may and often do differ materially from actual results. Any forward-lookingstatements in this document are based on certain factors and assumptions, including the Directors’ currentview with respect to future events and are subject to risks relating to future events and other risks,uncertainties and assumptions relating to the Group’s operations, results of operations, growth strategy andliquidity. While the Directors consider these assumptions to be reasonable based upon information currentlyavailable, they may prove to be incorrect. Prospective investors should therefore specifically consider the riskfactors contained in Part II of this document that could cause actual results to differ before making aninvestment decision. Save as required by law or by the AIM Rules for Companies, the Company undertakesno obligation to publicly release the results of any revisions to any forward-looking statements in thisdocument that may occur due to any change in the Directors’ expectations or to reflect events orcircumstances after the date of this document.

Notice to overseas persons

The distribution of this document in certain jurisdictions may be restricted by law and therefore persons intowhose possession this document comes should inform themselves about and observe any such restrictions.Any failure to comply with these restrictions may constitute a violation of the securities laws of any suchjurisdiction.

The Ordinary Shares have not been, nor will they be, registered under the United States Securities Act of1933, as amended, (the “US Securities Act”) and may not be offered, sold or delivered in, into or from theUnited States except pursuant to an exemption from, or in a transaction not subject to, the registrationrequirements of the US Securities Act. Subject to certain exemptions, this document does not constitute anoffer of Ordinary Shares to any person with a registered address, or who is resident in, the United States.There will be no public offer in the United States. Outside of the United States, the Placing Shares are beingoffered in reliance on Regulation S under the US Securities Act. The Ordinary Shares will not qualify fordistribution under the relevant securities laws of Australia, Canada, the Republic of Ireland, the Republic ofSouth Africa or Japan, nor has any prospectus in relation to the Ordinary Shares been lodged with, orregistered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance.Accordingly, subject to certain exemptions, the Ordinary Shares may not be offered, sold, taken up, deliveredor transferred in, into or from the United States, Australia, Canada, the Republic of Ireland, the Republic ofSouth Africa, Japan or any other jurisdiction where to do so would constitute a breach of local securities lawsor regulations (each a “Restricted Jurisdiction”) or to or for the account or benefit of any national, residentor citizen of a Restricted Jurisdiction. This document does not constitute an offer to issue or sell, or thesolicitation of an offer to subscribe for or purchase, any Ordinary Shares to any person in a RestrictedJurisdiction and is not for distribution in, into or from a Restricted Jurisdiction.

The Ordinary Shares have not been approved or disapproved by the US Securities and ExchangeCommission, or any other securities commission or regulatory authority of the United States, nor have any

2

of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares nor havethey approved this document or confirmed the accuracy or adequacy of the information contained in thisdocument. Any representation to the contrary is a criminal offence in the US.

Basis on which financial information is presented

Unless otherwise indicated, financial information in this document, including the historical financialinformation on the Group for the years ended 30 September 2011, 2012 and 2013 and the unaudited interimfinancial information on the Group for the six months ended 31 March 2014 has been prepared in accordancewith IFRS.

Various figures and percentages in tables in this document, including financial information, have beenrounded and accordingly may not total. As a result of this rounding, the totals of data presented in thisdocument may vary slightly from the actual arithmetical totals of such data.

In the document, references to “pounds sterling”, “£”, “pence” and “p” are to the lawful currency of theUnited Kingdom.

Market, economic and industry data

This document contains information regarding the Group’s business and the industry in which it operates andcompetes, which the Company has obtained from various third party sources. Where information containedin this document originates from a third party source, it is identified where it appears in this documenttogether with the name of its source. Such third party information has been accurately reproduced and, sofar as the Company is aware and is able to ascertain from information published by the relevant third party,no facts have been omitted which would render the reproduced information inaccurate or misleading. TheCompany has obtained the third party data in this document from industry studies, forecasts, reports, surveysand other publications published or conducted by:

• The Javelin Group Limited, Bickenhall Mansions, Bickenhall Street, London, W1U 6BP;

• PricewaterhouseCoopers LLP, 1 Embankment Place, London, WC2N 6RH; and

• Allegra Group Limited (formerly Allegra Strategies Limited), Walkden House, 10 Melton Street,London, NW1 2EB.

References to defined terms

Certain terms used in this document are defined and certain technical and other terms used in this documentare explained in the sections of this document under the headings “Definitions” and “Glossary”.

All times referred to in this document are, unless otherwise stated, references to London time.

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CONTENTS

Page

DIRECTORS, SECRETARY AND ADVISERS 5

DEFINITIONS 6

GLOSSARY 9

PLACING STATISTICS 10

EXPECTED TIMETABLE OF PRINCIPAL EVENTS 10

PART I INFORMATION ON THE GROUP 11

PART II RISK FACTORS 24

PART III A. HISTORICAL FINANCIAL INFORMATION ON THE GROUP 31

B. ACCOUNTANTS’ REPORT ON THE HISTORICAL FINANCIALINFORMATION ON THE GROUP 58

PART IV UNAUDITED INTERIM FINANCIAL INFORMATION ON THE GROUP 60

PART V UNAUDITED PRO FORMA FINANCIAL INFORMATION 66

PART VI ADDITIONAL INFORMATION 68

PART VII TERMS AND CONDITIONS OF THE PLACING 98

4

DIRECTORS, SECRETARY AND ADVISERS

Directors Luke Oliver Johnson (Executive Chairman)Paul Edward May (Chief Executive Officer)Christopher (Chris) David Marsh (Finance Director)Lee Dale Ginsberg (Non-executive Deputy Chairman, SeniorIndependent Director)James Michael Alexander Horler (Non-executive Director)

All of whose business address is at the Company’s registeredand head office

Registered and Head Office 146-158 Sarehole RoadBirminghamB28 8DT

Company website www.investors.patisserieholdings.co.uk

Company Secretary Christopher David Marsh

Nominated Adviser and Broker Canaccord Genuity Limited88 Wood StreetLondonEC2V 7QR

Osborne ClarkeOne London WallLondonEC2Y 5EB

Travers Smith LLP10 Snow HillLondonEC1A 2AL

Reporting Accountants Grant Thornton UK LLPColmore Plaza20 Colmore CircusBirminghamWest MidlandsB4 6AT

Tax advisers to the Company PricewaterhouseCoopers LLP7 More London RiversideLondonSE1 2RT

Registrars Capita Registrars LimitedThe Registry34 Beckenham RoadBeckenhamKentBR3 4TU

Legal advisers to the Company

Legal advisers to CanaccordGenuity

5

DEFINITIONS

The following definitions apply throughout this document, unless the context otherwise requires:

“Act” the Companies Act 2006 (as amended)

“Admission” the admission of the Ordinary Shares, issued and to be issuedpursuant to the Placing, to trading on AIM becoming effective inaccordance with Rule 6 of the AIM Rules for Companies

“AIM” AIM, a market operated by the London Stock Exchange

“AIM Rules for Companies” the AIM rules for companies published by the London StockExchange from time to time

“AIM Rules for Nominated Advisers” the AIM rules for nominated advisers published by the LondonStock Exchange from time to time

“Articles” the articles of association of the Company

“Board” or “Directors” the directors of the Company, whose names are set out on page 5 ofthis document

“Canaccord Genuity” Canaccord Genuity Limited, the Company’s nominated adviser andbroker

“Company” or “Patisserie Holdings” Patisserie Holdings plc, a company incorporated under the laws ofEngland and Wales with company number 08963601

“Concert Party” for the purposes of the City Code, Luke Johnson, Ben Redmond,RCP and Paul May

“Corporate Reorganisation” the corporate reorganisation described in paragraph 2 of Part VI ofthis document

“City Code” the City Code on Takeovers and Mergers

“CREST” the relevant system (as defined in the CREST Regulations) forpaperless settlement of share transfers and holding shares inuncertificated form which is administered by Euroclear

“CREST Regulations” the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755)(as amended)

“Disclosure and Transparency Rules” the Disclosure and Transparency Rules made by the FCA pursuantto section 73A of the FSMA

“EU” the European Union

“Euroclear” Euroclear UK & Ireland Limited, a company incorporated under thelaws of England and Wales

“Enlarged Share Capital” the issued Ordinary Shares upon Admission, comprising theExisting Ordinary Shares and the New Ordinary Shares

“ESOS” the Company Schedule 4 Share Option Scheme, further details ofwhich are set out in paragraph 9 of Part VI of this document

“Executive Directors” each of Luke Johnson, Paul May and Chris Marsh

“Existing Ordinary Shares” the 80,733,361 Ordinary Shares in issue immediately prior toAdmission

6

“FCA” the Financial Conduct Authority

“FSMA” the Financial Services and Markets Act 2000 (as amended)

“Group” prior to the Corporate Reorganisation, PAL and its subsidiaryundertakings and, with effect from the Corporate Reorganisation,the Company and its subsidiary undertakings and “GroupCompany” should be interpreted accordingly

“HMRC” Her Majesty’s Revenue and Customs

“IFRS” International Financial Reporting Standards

“Javelin” The Javelin Group Ltd, a company incorporated under 03421813,an ecommerce and omni-channel retail consultancy

“LIBOR” London Interbank Offered Rate

“London Stock Exchange” London Stock Exchange plc

the Company Long-Term Incentive Plan to be adopted by theCompany, further details of which are set out in paragraph 9 ofPart VI of this document

“New Ordinary Shares” the 19,266,639 new Ordinary Shares to be issued by the Companypursuant to the Placing

“Non-executive Directors” each of Lee Ginsberg and James Horler

“Official List” the Official List of the FCA

“Ordinary Shares” ordinary shares of one penny each in the capital of the Company

“Patisserie Valerie” the patisserie and bakery business operated by the Group under thePatisserie Valerie brand

“Philpotts” Philpotts (Holdings) Limited, a company incorporated under thelaws of England and Wales with company number 05838607

“Philpotts Group” Philpotts and its subsidiary, Philpotts Limited

“Philpotts Limited” Philpotts Limited, a company incorporated under the laws ofEngland and Wales with company number 02001192

“PAL” Patisserie Acquisition Limited, a company incorporated under thelaws of England and Wales with company number 06070007(formerly named Patisserie Holdings Limited)

“Placing” the conditional placing of the Placing Shares by Canaccord Genuityas agent for and on behalf of the Company and the SellingShareholders pursuant to the terms of the Placing Agreement

“Placing Agreement” the conditional agreement dated 14 May 2014 and made betweenthe (1) Company (2) Canaccord Genuity (3) the Directors and (4)the Selling Shareholders, relating to the Placing, further details ofwhich are set out in paragraph 11(a) of Part VI of this document

“Placing Price” 170 pence per Placing Share

“Placing Shares” the New Ordinary Shares to be issued by the Company and the SaleShares to be sold by the Selling Shareholders, in each case at thePlacing Price, pursuant to the Placing

“Long-Term Incentive Plan” or“LTIP”

Annex I:

21.1.1 (c)

7

8

“Prospectus Rules” the prospectus rules made by the FCA pursuant to section 73A ofthe FSMA

“PVHL” Patisserie Valerie Holdings Limited, a company incorporated underthe laws of England and Wales with company number 05914839

“RCP” Risk Capital Partners LLP, a limited liability partnershipincorporated under the laws of England and Wales with registerednumber OC322005

“Registrar” Capita Registrars Limited

“Relationship Agreement” the relationship agreement between the Company and LukeJohnson, further details of which are set out in paragraph 11(d) ofPart VI of this document

“Restricted Jurisdiction” the United States, Canada, Australia, the Republic of South Africa,the Republic of Ireland, Japan or any other country outside of theUnited Kingdom where the distribution of this document may leadto a breach of any applicable legal or regulatory requirements

“Sale Shares” the 27,379,155 Existing Ordinary Shares being sold on behalf of theSelling Shareholders pursuant to the Placing

“Selling Shareholders” those persons whose names and addresses are set out in paragraph18 of Part VI of this document

“Shareholder” a holder of Ordinary Shares

“Share Option Schemes” together, the ESOS and the LTIP

“UK” the United Kingdom of Great Britain and Northern Ireland

“UK Corporate Governance Code” the UK corporate governance code published by the FinancialReporting Council from time to time

the FCA, acting for the purposes of Part VI of the FSMA

recorded on the register of Ordinary Shares as being held inuncertificated form in CREST, entitlement to which, by virtue of theCREST Regulations, may be transferred by means of CREST

“US”, “USA” or “United States” the United States of America, each state thereof, its territories andpossessions and the District of Columbia and all other areas subjectto its jurisdiction

“VAT” UK value added tax

“UKLA” or “United KingdomListing Authority”

“uncertificated” or “inuncertificated form”

9

GLOSSARY

The following glossary of terms applies throughout this document, unless the context otherwise requires:

“average spend per head” total sales divided by the total number of transactions, inclusive ofvalue added tax. Where average spend per head is stated for theGroup, it excludes Philpotts

“CAGR” compound annual growth rate

“deli” delicatessen

“EBITDA” earnings before interest, tax, depreciation and amortisation

“high end deli” a delicatessen appealing to sophisticated and discerning customers

“payback” profit from an investment equal to the initial outlay

“YoY” year on year

10

PLACING STATISTICS

Placing Price 170 pence

Number of Existing Ordinary Shares 80,733,361

Number of New Ordinary Shares being issued by the Company pursuant to the Placing 19,266,639

Number of Sale Shares being sold pursuant to the Placing 27,379,155

Number of Ordinary Shares in issue following Admission 100,000,000

Percentage of Enlarged Share Capital being placed pursuant to the Placing 46.6%

Market capitalisation of the Company at the Placing Price following Admission £170.0 million

Estimated net proceeds of the Placing receivable by the Company £32.0 million

ISIN number GB00BM4NV504

SEDOL number BM4NV50

AIM “ticker” CAKE

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

20141

Publication of this document 14 May

Commencement of conditional dealings in the Ordinary Shares on AIM2 8.00 a.m. on 14 May

Admission and commencement of unconditional dealings in the Ordinary Shares on AIM 8.00 a.m. on 19 May

CREST accounts credited 19 May

Despatch of definitive share certificates, where applicable, by 31 May

Notes:

1. Each of the above dates is subject to change at the absolute discretion of the Company and Canaccord Genuity.

2. It should be noted that, if Admission does not occur, all conditional dealings will be of no effect and any such dealings will be atthe sole risk of the parties concerned.

Annex III 9.1

Annex III: 4.7

PART I

INFORMATION ON THE GROUP

Introduction

Patisserie Holdings is a leading UK branded café and casual dining group offering cakes, pastries, snacks,meals and hot and cold drinks from 138 stores and the Flour Power City Bakery in the UK. It operates underthe following five differentiated brands across England and Scotland:

• Patisserie Valerie;

• Druckers – Vienna Patisserie;

• Philpotts;

• Baker & Spice; and

• Flour Power City Bakery.

The Group is favourably positioned across both the UK coffee shop and branded casual dining markets,which together are forecast to be worth in excess of £6 billion per annum and are forecast to grow at 8 percent. per annum*. The Group’s product mix and average café spend per head (£8.84) appeal to a wide rangeof dining occasions and deliver strong trading throughout the day, week, month and year.

The Company operates a vertically integrated business model, with almost all products made in-house atseven bakeries and delivered fresh daily. Products are primarily sold through stores and also a growing onlinechannel.

The Group’s executive management team, led by Luke Johnson, Paul May and Chris Marsh, has overseen aperiod of growth from eight stores in 2006 to over 130 as at the date of this document, delivering seven yearsof uninterrupted increases in revenue and EBITDA. The Group has a proven track record of successfullyopening an average of 15 new stores per annum over the three financial years ended 30 September 2013,delivering an average 23 month payback period, and of acquiring and integrating new brands, with Philpottsbeing the most recent.

99 per cent. of stores open for more than 12 months were profitable on a store contribution basis in the yearended 30 September 2013.

The Group’s strategy is focused on continuing to deliver growth through enhancing the existing store estateand opening new stores, funded by internally generated cash flow. Independent research conducted byJavelin has identified over 250 further potential sites in the UK with similar characteristics to those currentlytrading. The Directors consider the existing estate and openings opportunities currently available to besignificant and, consequently, acquisitions of further brands are only likely to be consideredopportunistically.

The Directors believe that the Group’s ambition and growth prospects are underpinned by a proven strategyof new openings and vertical integration, fully owned and scalable logistics, a hub and spoke strategywhereby central bakeries deliver high quality produce to surrounding stores, a strong team and favourablepositioning in an attractive, growing sector.

The Company is seeking to raise approximately £32.8 million (before expenses) through the Placing, the netproceeds of which will be used, amongst other things, to repay all of the Group’s existing outstanding seniordebt of approximately £21.9 million and Shareholder loans of approximately £10.9 million. In addition, thePlacing will raise approximately £46.5 million (before expenses) for the Selling Shareholders. Further details

11

*Source: PricewaterhouseCoopers LLP report dated December 2013 and Allegra Group Limited report dated October 2013.

of the Selling Shareholders’ remaining interests in the Company are set out in paragraph 7 of Part VI of thisdocument.

Further details of the Placing are set out below.

The Group’s history and development

The first Patisserie Valerie café was opened on Frith Street in London’s Soho district in 1926 by Belgian-bornMadame Valerie, whose vision was to introduce continental patisserie products to the UK. During the SecondWorld War, the Frith Street premises were destroyed by bombing and Madame Valerie subsequentlyre-established a new Patisserie Valerie store nearby on Old Compton Street, where her legacy continues tothis day.

For many years, Patisserie Valerie was run as a small group by the Scalzo family consisting of a partnershipof three brothers – Enzo, Robert and Victor, having acquired the Old Compton Street store in 1987 andgrown the group to eight sites. Victor Scalzo still remains a Shareholder in the Company and is employed bythe Group as Operations Director of Baker & Spice.

The current management team acquired a majority stake in the Group in September 2006 and has, since thattime, undertaken a successful rollout programme. Following Admission, the current management team isexpected to continue to hold a majority interest in the Company.

Since the initial acquisition and the appointment of the Executive Directors, the Group has achievedimpressive growth, both organically and through strategic acquisitions summarised as follows:

Organic expansion

The Group has opened 72 Patisserie Valerie stores in the past seven years, delivering an average 23 monthpayback period for each store. New stores are typically profitable from the first month of opening.

In addition, the Group has selectively converted nine Druckers stores to the Patisserie Valerie brand; theDirectors believe that these conversions have delivered an attractive payback period.

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Acquisitions

Under the stewardship of the Executive Directors, the Group has acquired the following four businesses,totalling 70 stores at the date of acquisition:

• Druckers (May 2007) – a Vienna patisserie comprising, at the time of acquisition, 42 stores andoffering a range of made-to-order gateaux, tarts, coffees and light meals, with cafés across theMidlands and the North West of England. Since acquisition, nine Druckers stores have beenre-branded under the Patisserie Valerie brand, three leases have expired and eight non-core stores havebeen closed.

• Baker & Spice (February 2009) – a high end deli/bakery concept with four prime central London sites,offering locally-sourced, fair trade, organic artisanal breads, cakes and deli foods.

• Flour Power City Bakery (May 2013) – a single wholesale bakery site, offering organic, artisan bakingproducts including breads, cakes and pastries to restaurants and speciality food shops across Londonand the Home Counties.

• Philpotts (February 2014) – a premium sandwich and salad retailer, with a strong corporate and retaillunch offering across 23 stores.

The Group today

As at the date of this document, the Group operates from a total of 138 stores across its brands as follows:Patisserie Valerie (89), Druckers (22), Baker & Spice (4), and Philpotts (23), and from one bakery operatedunder the Flour Power City Bakery brand. The Group’s main bakery is at its freehold head office located inBirmingham and it has a further six bakeries located at existing stores, with capacity to support up to afurther 100 openings.

In addition to the 138 stores currently open and trading, the Group has either agreed terms or is in negotiationwith respect to a further 12 stores which are expected to be opened during this financial year and whichwould bring the total number of new openings for the year ending 30 September 2014 to 20.

The market opportunity

The UK eating out market is estimated to be worth in excess of £70 billion per annum*. The Group isfavourably positioned across the two fastest growing sub-sectors of this market:

• Coffee shops – hot drinks and cakes accounted for 66 per cent. of the Group’s revenue for the yearended 30 September 2013. The UK branded coffee shops sector is forecast to grow from £2.3 billion(2012) to £3.1 billion (2015), representing a 9.8 per cent. CAGR; and

• Casual dining – food and other beverages accounted for 34 per cent. of the Group’s revenue for theyear ended 30 September 2013. The UK branded casual dining market is forecast to grow from£3.2 billion (2012) to £3.9 billion (2015), representing a 7.0 per cent. CAGR.

The structural growth in the UK eating out market is being driven by a number of factors, including:

• long term growth in consumer affluence, driving discretionary spend choice and, consequently,a greater propensity to eat out;

• busier working lifestyles, leading to increased snacking;

• the changing nature of the UK high street reflecting retailers’ active management of their bricks andmortar estates, freeing up potential sites; and

• eating out becoming more widely accepted as a mainstream leisure activity.

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*Source: PricewaterhouseCoopers LLP report dated December 2013 and Allegra Group Limited report dated October 2013.

In particular, the coffee shop and casual dining sub-sectors in which the Group operates are growing fasterthan the total eating-out market for reasons including the following:

• coffee is an increasingly regular, habitual spend;

• coffee shops and branded casual dining establishments are becoming an increasingly important socialhub, have proved resilient during the economic downturn, and are seen as an affordable luxury; and

• within the sub-sectors, branded coffee shops and restaurants are growing faster than independentsreflecting improved product quality and choice, the value consumers place on trusted brands and rapidsupply growth.

Accordingly, the Directors believe that the Group is well-positioned to continue offering indulgent butaffordable treats to a large and growing market which is anticipated to continue to benefit from a range ofstructural growth drivers.

Competition and positioning

The coffee shop and casual dining markets remain fragmented with independents accounting for a significantproportion of the market and relatively few operators of scale. The Directors believe that the Group’sdifferentiated food-led offering, ranging from coffee and cakes to food and other beverages, means that thereare no rival chains of material scale which compete directly with the Group across its full range ofoperations.

The Directors believe that the Group benefits from being favourably positioned across both the coffee shopand casual dining markets because:

• it combines the lower average spend all-day trading characteristics of coffee shops with the higheraverage spend per head of casual dining operators at mealtimes;

• its offering appeals to a wide range of different dining occasions and customers; and

• its smaller kitchen compared to many casual dining operators means that new stores require lesscapital investment and are able to operate in sites unsuitable for a restaurant.

These factors enable the Group to drive sales and profits to contribute to an outstanding Group return oncapital employed of 34 per cent. and significant Group EBITDA margins of 20 per cent.

As a result of its favourable positioning across fragmented markets, the Directors believe that the Group iswell placed to continue to deliver strong organic growth, with additional opportunities for potentiallyattractive acquisitions of other, smaller branded groups.

The Group’s business

Overview

The Group operates five differentiated brands each with a distinct business model and trading profile. Allbrands are based on the core values of quality and value-for-money, offering customers indulgent butaffordable treats.

The Group’s all day trading format and core offering comprising premium but affordable cakes, pastries,snacks and drinks attracts a low store average spend per head of £8.84 and appeals across a wide range ofcustomer demographics and occasions, generating consistent sales throughout the day, month, week andyear. Customers are offered a choice of eat in, takeaway and available to order online.

This offering is proven across a range of trading formats and locations, comprising a blend of coffee shopsand takeaway bakeries offering a variety of sweet and savoury products. The Group’s growth strategyincludes identifying and opening new stores in convenient locations on and off the High Street, in transportterminals, retail parks and concessions. This strategy has been proven across the UK with the Company’scurrent estate comprising 32 stores in London and 106 outside of London.

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In comparison to restaurants, a new store requires lower capital expenditure reflecting its classic heritage anddesign and ability to operate without a full-service kitchen. A hub and spoke model enables new stores toaccess the existing Group infrastructure, thereby maximising efficiency and reducing risk. The portfolio ofdifferentiated brands gives the Group the ability to tailor stores to best suit their individual locations,supporting broad customer appeal, flexibility and high rollout potential.

The Group’s business model is vertically integrated, complementing the similar operating models across allof its five brands. The seven bakeries serve all stores with ordering and distribution centralised, reducing theneed for complex, high cost, on-site kitchens in every store. Labour and procurement is centrally managedfrom the Group’s head office in Birmingham.

The Group’s brand portfolio

The Group currently operates under the following five differentiated brands, offering broad customer appeal,flexibility and outstanding rollout potential:

Patisserie Valerie

Patisserie Valerie is an iconic brand established in Soho in 1926 offeringfine continental patisserie. Patisserie Valerie offers indulgent, freshly-baked premium cakes and pastries, high quality teas, coffees, continentalbreakfasts and light meals. Formats include cafés, concessions, brasseries,takeaways, kiosks and an online channel. Patisserie Valerie’s 89 stores arelocated predominantly in London and across England, with a developingScottish presence, having opened new stores in Edinburgh, Glasgow andAberdeen since 30 September 2013. Patisserie Valerie has an averagespend per head of £9.62.

Druckers – Vienna Patisserie

Druckers – Vienna Patisserie is a Viennese cake shop and continentalcoffee lounge established by Andre Drucker in 1964, offering a range ofmade-to-order gateaux, tarts and patisserie, premium coffees and teas andlight meals. It operates 22 stores in England. Formats include cafés,takeaways and online. Druckers – Vienna Patisserie has an average spendper head of £6.33.

Philpotts

Philpotts is a premium sandwich and salad retailer, established in 1985,with a strong corporate and retail lunch offering. Philpotts focuses ongourmet sandwiches, salads, specialty savoury dishes, continental meatsand cheeses. Philpotts’ 23 stores include sandwich shops, online andtakeaway. Philpotts is headquartered in Darlington, County Durham withstores located across England and Scotland. Philpotts has an average spendper head of £4.80.

Baker & Spice

Baker & Spice is a high-end deli and bakery concept offering locallysourced, fair trade, organic, artisanal breads, cakes and deli foods. Theoffering includes premium cakes, artisan breads, cookies, treats, jams,seasonal salads and vegetable dishes. Its four stores are located acrossprime central London locations. Baker & Spice has the highest averagespend per head of the Group’s brands of £12.20.

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Flour Power City Bakery

Flour Power City Bakery is an organic, artisan bakery and wholesalersupplying markets and restaurants with high-quality breads, pastries, tartsand cakes. The bakery is based in Lewisham and supplies stores in Londonand the Home Counties.

The Group’s stores combine high quality, value-for-money, affordable treats with efficient service in avisually appealing environment. The stores and the differentiated brands have been designed to offer flexiblelocations that appeal to consumers for breakfast, a casual lunch, a quiet meeting in the afternoon or a relaxingdinner. This flexibility drives all day trading which has benefitted the Group even during the traditionallyquieter mid-morning and mid-afternoon periods and therefore enable it to leverage its store footprint. TheDirectors believe that this ability to trade throughout the day has been a core factor in the Group’s successto date. The Group estimates that it serves 170,000 customers per week in stores. Average spend per headacross the Group varies throughout the day and across each of the brands but overall store average spend perhead is approximately £8.84.

The Group’s brands offer flexible menus varying by season to reflect available produce. In addition, eachstore has the ability to vary its daily delivery from the Group’s bakeries allowing local managers someflexibility to vary the food and drink offering depending on demand which helps each store to develop itsown individual character. The Group’s intention is to continue to expand its product range and the Directorsbelieve this will maintain the appeal of the brands to existing customers and will continue to attract a new,wider customer base.

The flexible formats and menus across the brands leads to consistent sales throughout the day, week, monthand year as discussed in further detail below.

Group operating model

The Group has an efficient, scalable operational structure in which the Group’s brands are managed centrallywith a structure of local regional managers (responsible for up to 10 stores) with each reporting to theGroup’s head office. The Group’s estate is well maintained and operates with an experienced in-house newopenings team. A full time property director is responsible for sourcing new store sites, supported by alongstanding third party agent network and internal designers responsible for ensuring consistency of storelook and layout.

Core to the Group’s operations is a hub and spoke model whereby central bakeries deliver high qualityhandmade pastries, slices and cakes to surrounding stores. All pastries are produced in-house at sevenbakeries to rigorous standards and are delivered to stores daily. The hub and spoke model is designed tomaximise economies of scale with each bakery supporting multiple existing stores. Each store is alsoequipped with a kitchen producing a combination of hot and cold food made to order. The Group’s currenthubs are capable of serving up to another 100 stores.

An in-house logistics team supports the bakeries. All deliveries are carried out by Group employees usingGroup-owned vehicles, giving management full control and oversight. Ingredients are sourced from anumber of major suppliers and Group-wide procurement aims to deliver margin-enhancing purchasingeconomies. Full back-up plans are in place in respect of all key suppliers.

Store locations

The Group trades strongly throughout England and Scotland, with the Patisserie Valerie and Philpotts brandslocated nationwide and Druckers based in the Midlands/Northwest. Scotland has been an area of recentgrowth with a bakery now open in Edinburgh and, since 30 September 2013, further stores have opened inEdinburgh, Glasgow and Aberdeen.

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The concentration of certain brands in some geographies is primarily as a result of the relevant brands’ rootsand heritage. A map showing the company’s store locations as at the date of this document is set out below:

Alongside a balanced geographical spread, the Group’s five brands are proven across different store formatsincluding high streets, retail and leisure parks, transport terminals, kiosks, brasseries and concessions.A selection of these is set out below:

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The Group’s strategy

Overview

The Group’s strategy is focused on both continuing to deliver growth through enhancing the existing storeestate and the opening of new stores funded by internally generated cash flow. Independent researchconducted by Javelin has identified over 250 further potential sites in the UK with similar characteristics tothose currently trading.

The Directors consider the existing store estate and openings opportunities currently available to besignificant and, consequently, acquisitions of further brands are only likely to be consideredopportunistically.

Rollout strategy

The Directors believe that the Group has significant growth potential within the UK and plan to continue togrow the Group’s store portfolio by pursuing a measured rollout strategy. Under the current ownership andmanagement team, the Group’s estate has grown from eight stores in 2006 to 138 stores to date, including72 new store openings, excluding acquisitions. The Directors believe that the processes and infrastructurewithin the Group are all scalable and well supported by its hub and spoke operational model which enablesthe Group to infill geographies where it is currently under-represented.

The Group has a cash generative new store model with typical capital expenditure and fit-out costingapproximately £250,000 and with an average payback period of 23 months. Stores are typically profitablefrom the first month with average weekly sales of £14,000. The success of the concept in different locationsand geographies underpins the rollout potential with 99 per cent. of stores which have been open for morethan 12 months profitable on a store contribution basis and over 60 per cent. generating EBITDA in excessof £100,000 (in each case, for the financial year ended 30 September 2013).

The Directors’ view of the Group’s roll-out potential is supported by a recent independent location planningreport which the Company commissioned from Javelin. The study analysed the catchment areas andcustomer base of a number of existing Patisserie Valerie sites and assessed the potential of the PatisserieValerie brand alone, to expand to other locations across the UK. The study concluded that there is thepotential to more than triple the existing Patisserie Valerie store footprint in the UK, identifying over 250potential new Patisserie Valerie sites based on their ability to meet existing average payback criteria andachieve EBITDA generation consistent with already established stores. In addition to the sites identified byJavelin, the Directors believe that further opportunities exist in retail parks, concessions, service stations,transport terminals and brasseries.

The Group opened 19 new stores in the financial year ended 30 September 2013 and has opened eight storesin the current financial year to date (excluding the Philpotts acquisition). The Group has either agreed termsor is in negotiation with respect to a further 12 stores which are expected to be opened during the currentfinancial year and which would bring the total number of new openings for the year ending 30 September2014 to 20.

Existing estate growth

Due to the rapid growth of the store portfolio the Group is expected to benefit from the full year effect ofsites opened within the last 12 months. This, combined with the ongoing integration of Philpotts, willprovide a firm base from which to drive growth within the existing estate. The Directors have identified arange of future growth initiatives including broadening the Group’s routes to market by developing the onlinedelivery channel and investing in digital marketing. Costs will continue to be controlled as the Group willlook to take advantage of purchasing synergies and leveraging the existing production facilities.

Despite prices remaining unchanged for the last four years, the Group has grown during an economicdownturn and the Directors will consider conservative, steady, price increases on selected products toenhance returns on the existing estate.

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Summary financial information

The financial information set out below has been extracted without material adjustment from the historicalfinancial information on the Group for the three years ended 30 September 2011, 2012 and 2013 and theunaudited six month interim financial information on the Group for the period ended 31 March 2014:

Audited Unaudited ——————————————————— ————– Year to Year to Year to 6 months to 30 September 30 September 30 September 31 March£m 2011 2012 2013 2014

Revenue 40.5 49.5 60.1 35.7YoY growth 22.3% 21.4% 26.1%

Gross profit 31.0 38.3 47.0 27.7EBITDA 8.0 9.6 12.0 7.1

YoY growth 20.3% 25.0% 23.7%Margin 19.8% 19.5% 20.0% 19.8%

Operating profit 6.2 7.5 9.6 5.6

On a pro forma basis, including the acquisition of Philpotts, the Group generated revenue of £70 million andEBITDA of £13.3 million (based on the Group results to 30 September 2013 and Philpotts results to 30 June2013 which were prepared on a UK GAAP basis).

Current trading and prospects

Since 31 March 2014, the Group has traded in line with management’s expectations. In this time, the Grouphas opened a further new store, under the Patisserie Valerie brand, in Shrewsbury. The Group has also eitheragreed terms or is in negotiation with respect to a further 12 stores which are expected to be opened duringthe current financial year and which would bring the total number of new openings for the year ending 30 September 2014 to 20.

Directors

Brief biographies of the Directors are set out below. Paragraph 6 of Part VI of this document contains furtherdetails of current and past directorships and certain other important information regarding the Directors.

Luke Oliver Johnson, aged 52 – Executive Chairman and Chairman of the Remuneration Committee

Luke has been the Executive Chairman and majority owner of the Group since 2006. He has been involvedin the hospitality industry for over 20 years: he was chairman of PizzaExpress Plc during the 1990s, wasco-founder and chairman of the Strada restaurant chain, and chairman of Giraffe restaurants for nine yearsuntil 2013. He is currently chairman of Gail’s bakeries and Buffet Restaurants Limited.

Luke is also chairman of Neilson Active Holidays and a non-executive director of Metro Bank Plc.

Paul Edward May, aged 54 – Chief Executive Officer

Paul joined the Group as Chief Executive Officer in 2006 and since then has overseen its expansion fromeight to 138 stores. He has a highly successful entrepreneurial background which includes founding andselling Cash a Cheque, having grown it from one to 60 stores in four years.

Paul has over 20 years of experience as a manager and owner of public and private companies and has madeinvestments across multiple industries, including the Greyhound Racing Association in the leisure sector.

Christopher David Marsh, aged 39 – Finance Director

Chris joined the Group as Finance Director in 2006. Chris has advised many companies over the past 15years in both finance director and consultancy roles. His experience includes finance director roles at twoAIM quoted companies, namely Fishworks Plc and Healthy Living Centres Plc.

Chris qualified as a Chartered Accountant with Vantis Plc (formerly Morton Thornton) and also qualified asa Chartered Tax Accountant with Ernst & Young.

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Lee Dale Ginsberg, aged 56 – Non-executive Deputy Chairman, Senior Independent Director andChairman of the Audit Committee

Lee will join the Group as an independent Non-executive Director on Admission. He has been a non-executive director and chairman of the audit committee at Mothercare plc since 2012 and has also held thesame role at Trinity Mirror Plc since January 2014. Lee recently announced his retirement as Chief FinancialOfficer of Domino’s Pizza Group plc where he held this role since joining the group in 2004. Prior to this,Lee held the position of Group Finance Director at Health Group Holdings Limited, formerly Holmes Placeplc, where he also served as Deputy Chief Executive.

Lee has held senior positions in both the UK and South Africa and is a Chartered Accountant havingqualified with PricewaterhouseCoopers.

James Michael Alexander Horler, aged 49 – Non-executive Director

James joined the Group as a Non-executive Director in June 2013. James also currently serves as the ChiefExecutive Officer of 3Sixty Restaurants Ltd and holds non-executive directorships at Cartwheel RecruitmentLtd, Charterhouse Leisure Ltd, and La Sala Ltd.

James has extensive experience in the hospitality and leisure industry. In 1995, he joined City CentreRestaurants Plc (now the Restaurant Group Plc) to set up Frankie & Benny’s. James’ tenure at Frankie &Benny’s saw the chain grow to 65 trading restaurants. In 2001, James completed the management buy-in ofLa Tasca restaurants (16 trading restaurants) for £28 million as Chief Executive Officer. The business wasfloated on AIM in 2005 at a market capitalisation of £54m and a successful exit was achieved in 2007 for£134m with 74 trading restaurants, both throughout the UK and North America.

Reasons for the Placing and use of proceeds

The net proceeds of the Placing receivable by the Company are approximately £32.0 million which will beapplied to repay the Group’s outstanding indebtedness.

The Directors believe that Admission will be beneficial to the Group for the following reasons:

• it will raise the profile of the Group;

• it will provide the Group with a more appropriate capital structure and flexibility for further growth;and

• the Company will be able to issue new Ordinary Shares as consideration in connection withacquisition opportunities.

Details of the Placing and Admission

The Company, the Directors, the Selling Shareholders and Canaccord Genuity have entered into the PlacingAgreement relating to the Placing pursuant to which, subject to certain conditions, Canaccord Genuity hasconditionally agreed to use its reasonable endeavours to procure subscribers for the New Ordinary Shares tobe issued by the Company and purchasers for the Sale Shares to be sold by the Selling Shareholders underthe Placing. The Placing has been fully underwritten. Following the issue of the New Ordinary Shares, thePlacing Shares will represent approximately 46.6 per cent. of the Enlarged Share Capital and the ExistingOrdinary Shares will represent approximately 80.7 per cent. of the Enlarged Share Capital.

The Placing will raise approximately £32.8 million (before expenses) for the Company.

The Placing Shares will be issued credited as fully paid and will, when issued, rank pari passu in all respectswith the Existing Ordinary Shares, including the right to receive all dividends and other distributionsdeclared paid or made after Admission.

The Placing Agreement is conditional, inter alia, upon Admission having become effective by not later than8.00 a.m. on 19 May 2014 or such later time and date, being not later than 8.00 a.m. on 31 May 2014, as theCompany and Canaccord Genuity shall agree.

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Further details of the Placing Agreement are set out in paragraph 11(a) of Part VI of this document and theterms and conditions of the Placing are set out in Part VII of this document.

Lock-in arrangements and Relationship Agreement

Lock-in arrangements

Each of the Directors and the Selling Shareholders (together the “Covenantors”), holding, in aggregate,91.3 per cent. of the Existing Ordinary Shares and 53.4 per cent. of the Enlarged Share Capital, hasundertaken to the Company and Canaccord Genuity (subject to certain limited exceptions including transfersto connected persons (within the meaning of section 252 of the Act) or to trustees for their benefit anddisposals by way of acceptance of a recommended takeover offer of the entire issued share capital of theCompany) not to dispose of the Ordinary Shares held by each of them (and their connected persons) prior toAdmission (the “Restricted Shares”) following Admission or any other shares which may accrue to themas a result of their holding of Ordinary Shares (or any interest in them or in respect of them) at any time priorto the date 12 months from the date of this document (the “Lock-in Period”) without the prior writtenconsent of Canaccord Genuity.

Furthermore, each of the Covenantors has also undertaken to the Company and Canaccord Genuity not todispose of the Restricted Shares for the period of 12 months following the expiry of the Lock-in Periodotherwise than through Canaccord Genuity.

Further details of these arrangements are set out in paragraph 11(a) of Part VI of this document.

Relationship Agreement

In light of Luke Johnson’s aggregate shareholding in the Enlarged Share Capital immediately followingAdmission, as set out in paragraph 7 of Part VI of this document, Luke Johnson has entered into theRelationship Agreement in order to regulate the relationship between him and the Company.

Further details of these arrangements are set out in paragraph 11(d) of Part VI of this document.

Corporate Governance

The Directors recognise the value and importance of high standards of corporate governance and intend,given the Company’s size and the constitution of the Board, to comply with the principal provisions of theUK Corporate Governance Code. The Company also proposes to follow the recommendations on corporategovernance of the Quoted Companies Alliance (“QCA”) for companies with shares traded on AIM.

On Admission, the Company will not fully comply with the UK Corporate Governance Code or adhere tothe recommendations of the QCA Guidelines as the Board will not have an independent chairman or anomination committee. Luke Johnson will be Executive Chairman and will be beneficially interested in 42.7per cent. of the Enlarged Share Capital, and therefore is not considered to be independent. The Boardbelieves that Mr Johnson’s position as Executive Chairman and his knowledge of the hospitality sector isstrategically important to the future development of the Group. In addition, it is the Board’s intention toappoint an additional independent non-executive director in due course.

With effect from Admission, the Board has established an audit committee (the “Audit Committee”) and aremuneration committee (the “Remuneration Committee”).

The Audit Committee will be chaired by Lee Ginsberg. Its other members will be James Horler and LukeJohnson. The Audit Committee will have primary responsibility for monitoring the quality of internalcontrols and ensuring that the financial performance of the Company is properly measured and reported on.It will receive and review reports from the Company’s management and auditors relating to the interim andannual accounts and the accounting and internal control systems in use throughout the Group. The AuditCommittee will meet at least three times a year and will have unrestricted access to the Company’s auditors.

The Remuneration Committee will be chaired by Luke Johnson. Its other members will be Lee Ginsberg andJames Horler. The Remuneration Committee will review the performance of the Executive Directors andmake recommendations to the Board on matters relating to their remuneration and terms of employment. The

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Remuneration Committee will also make recommendations to the Board on proposals for the granting ofshare options and other equity incentives pursuant to any share option scheme or equity incentive scheme inoperation from time to time. The remuneration and terms and conditions of appointment of the non-executivedirectors of the Company will be set by the Board.

The Directors intend to comply, and procure compliance with, Rule 21 of the AIM Rules for Companiesrelating to dealings by directors and other applicable employees in the Company’s securities and, to this end,the Company has adopted an appropriate share dealing code.

Dividend policy

The Company intends to pursue a progressive dividend policy for Shareholders. It is currently anticipatedthat a dividend will be declared by the Directors in respect of the financial year ending 30 September 2015.

Share Option Schemes

The Directors believe that the success of the Group will depend to a significant degree on the futureperformance of the Group’s senior management team. The Directors also recognise the importance ofensuring that all employees are well motivated and identify closely with the success of the Group.

Accordingly, the Company has established the Long-Term Incentive Plan and intends to adopt the ESOSshortly after Admission.

Further details of the Share Option Schemes are set out in paragraph 9 of Part VI of this document. Detailsof awards granted to the Directors are set out in paragraph 7 of Part VI of this document.

Taxation

Information regarding taxation in relation to the Placing and Admission is set out in paragraph 10 in Part VIof this document. If you are in any doubt as to your tax position you should consult your own independentfinancial adviser immediately.

The City Code on Takeovers and Mergers

The Company is incorporated in the UK and its Ordinary Shares will be admitted to trading on AIM.Accordingly, the City Code applies to the Company.

Under Rule 9 of the City Code (“Rule 9”), any person who acquires an interest in shares (as defined in theCity Code), whether by a series of transactions over a period of time or not, which (taken together with anyinterest in shares held or acquired by persons acting in concert (as defined in the City Code) with him) inaggregate, carry 30 per cent. or more of the voting rights of a company which is subject to the City Code,that person is normally required by the Panel on Takeovers and Mergers (the “Panel”) to make a general offerto all of the remaining shareholders to acquire their shares.

Similarly, when any person, together with persons acting in concert with him, is interested in shares whichin aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold sharescarrying more than 50 per cent. of such voting rights, a general offer will normally be required if any furtherinterests in shares are acquired by any such person which increases the percentage of shares carrying votingrights in which he is interested.

An offer under Rule 9 must be in cash or be accompanied by a cash alternative and at the highest price paidby the person required to make the offer, or any person acting in concert with him, for any interest in sharesof the company during the 12 months prior to the announcement of the offer.

Under the City Code, a concert party arises where persons who, pursuant to an agreement or understanding(whether formal or informal), co-operate to obtain or consolidate control (as defined below) of a companyor to frustrate the successful outcome of an offer for a company. “Control” means holding, or aggregateholdings, of shares carrying 30 per cent. or more of the voting rights of the company, irrespective of whetherthe holding or holdings give de facto control.

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The Panel considers Luke Johnson, Paul May, Ben Redmond (a partner and co-founder of RCP) and RCP aspersons acting in concert for the purposes of the City Code.

On Admission, the Concert Party will hold 50,219,780 Ordinary Shares, in aggregate, representing 50.2 percent. of the Enlarged Share Capital. Luke Johnson will personally hold 42,668,004 Ordinary Shares,representing 42.7 per cent. of the Enlarged Share Capital.

Since, on Admission, the Concert Party will together hold more than 50 per cent. of the Enlarged ShareCapital, it will be free (subject as set out below and subject to Note 4 on Rule 9.1 and subject to Panelconsent) to increase its aggregate holding of Ordinary Shares without any obligation to make a general offerfor the Company under Rule 9.

Notwithstanding the above, however, Luke Johnson will not individually be able to acquire any additionalinterests in Ordinary Shares without triggering an obligation under Rule 9 of the City Code or by obtainingPanel consent.

Further details concerning the shareholdings of the Concert Party are set out in paragraph 7 of Part VI of thisdocument.

Admission, Settlement and Dealings

Application has been made to the London Stock Exchange for all of the Ordinary Shares, issued and to beissued pursuant to the Placing, to be admitted to trading on AIM. It is expected that conditional dealings inthe Ordinary Shares (on a “when issued” basis) will commence on AIM on 14 May 2014. It is expected thatAdmission will become effective and that unconditional dealings in the Ordinary Shares will commence onthe London Stock Exchange at 8.00 a.m. on 19 May 2014. Dealings on the London Stock Exchange beforeAdmission will only be settled if Admission takes place. All dealings before the commencement ofunconditional dealings will be of no effect if Admission does not take place and such dealings will be at thesole risk of the parties concerned.

No temporary documents of title will be issued. All documents sent by or to a placee, or at his direction, willbe sent through the post at the placee’s risk. Pending the despatch of definitive share certificates, instrumentsof transfer will be certified against the register of members of the Company.

The Company has applied for the Ordinary Shares to be admitted to CREST and it is expected that theOrdinary Shares will be so admitted and accordingly enabled for settlement in CREST on the date ofAdmission. Accordingly, settlement of transactions in Ordinary Shares following Admission may take placewithin the CREST system if any individual Shareholder so wishes provided such person is a “systemmember” (as defined in the CREST Regulations) in relation to CREST.

CREST is a paperless settlement system enabling securities to be evidenced otherwise than by certificate andtransferred otherwise than by written instrument in accordance with the CREST Regulations. The Articlespermit the holding of Ordinary Shares in uncertificated form in accordance with the CREST Regulations.CREST is a voluntary system and holders of Ordinary Shares who wish to receive and retain sharecertificates will be able to do so.

Further information

Your attention is drawn to Part II of this document which contains certain risk factors relating to anyinvestment in the Company and to Parts III to VII of this document which contain further additionalinformation on the Group and the Placing.

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PART II

RISK FACTORS

Any investment in the Ordinary Shares is subject to a number of risks. Before making an investmentdecision with respect to the Ordinary Shares, prospective investors should carefully consider the risksassociated with an investment in the Company, the Group’s business and the industry in which theGroup operates, in addition to all of the other information set out in this document and, in particular,those risks described below.

If any of the circumstances identified in the risk factors were to materialise, the Group’s business,financial condition, results of operations and future prospects could be adversely affected andinvestors may lose all or part of their investment. Certain risks of which the Directors are aware at thedate of this document and which they consider material to prospective investors are set out in the riskfactors below; however, further risks and uncertainties relating to the Group which are not currentlyknown to the Directors, or that the Directors do not currently deem material, may also have anadverse effect on the Group’s business, financial condition, results of operations and future prospects.If this occurs, the price of the Ordinary Shares may decline and investors may lose all or part of theirinvestment. An investment in the Group may not be suitable for all recipients of this document.Potential investors are therefore strongly recommended to consult an independent financial adviserauthorised under the FSMA and who specialises in advising upon the acquisition of shares and othersecurities before making a decision to invest.

Risks relating to the Group’s business

The Group’s market share and business position may be adversely affected by economic, political andmarket factors beyond the Group’s control

Many factors affect the level of customer spending in the overall eating out market and the casual diningmarket, including interest rates, currency exchange rates, recession, inflation, deflation, political uncertainty,the availability of customer credit, taxation, stock market performance, unemployment and other matters thatinfluence customer confidence. While the Directors believe that a number of prevailing trends benefit theGroup’s business (including an increasingly wealthy population with greater disposable income and a greaterfocus on the value of leisure time), the performance of the Group may decline during recessionary periodsor in other periods where one or more macro-economic factors, or potential macro-economic factors,negatively affect the level of customer spending or the amount that customers spend on eating out.

The Group competes in the United Kingdom against other national and international café and restaurantchains, as well as many regional and local businesses. The Group may experience increased competitionfrom existing or new companies in the casual dining segment, which might require the Group to grow itsbusiness in order to maintain its market share. If the Group is unable to maintain its competitive position, itcould experience downward pressure on prices, lower demand for its products, reduced margins, an inabilityto take advantage of new business opportunities and a loss of market share, all of which would have anadverse impact on the Group’s business, financial and other conditions, profitability and results ofoperations.

The Group also competes on a broader scale with casual dining and other international, national, regionaland local businesses. The overall eating out market, and the casual dining market in particular, are highlycompetitive with respect to food quality, price, service, convenience and concept.

The Group also competes with other businesses for management, hourly employees and suitable real estatesites. Difficulty in securing suitable management, hourly employees and sites for new stores would have anadverse impact on the Group’s business, financial and other conditions, profitability and results ofoperations.

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The eating out market is affected by customer preferences and perceptions. Changes in these preferences andperceptions may lessen the demand for the Group’s products, which could reduce the Group’s turnover andharm its business.

Food service businesses are affected by changes in customer tastes, national, regional and local economicconditions and demographic trends. The Group is primarily dependent on a limited selection of products. Ifcustomer demand for patisserie products should decrease due to dietary preferences or for other reasons, thiscould reduce the Group’s turnover and harm its business. While the premium patisserie offering on whichthe Group depends has been consistently popular over a long period of time, there can be no assurance thatchanges in customer preference will not affect its appeal in the future, which could reduce the Group’sturnover and harm its business.

A failure to implement the Group’s strategy of growing its estate may have an adverse impact on itsbusiness, financial and other conditions, profitability and results of operations

The Group intends to pursue further store openings on a selective basis in under-served areas which offer theGroup growth opportunities. However, there is no guarantee that the Group will be able to locate or securea sufficient number of appropriate sites to meet its growth and financial targets. It is possible each site maytake some time from its opening date to reach profitable operating levels due to inefficiencies typicallyassociated with new sites, including lack of awareness, competition, the need to hire and train sufficient staffand other factors.

The Company cannot guarantee that the Group will be able to achieve its expansion goals or that the newsites will be operated profitably. This may adversely impact on the Group’s ability to increase turnover andoperating profits and may also damage the Group’s brands. The success of the planned expansion willdepend on numerous factors, many of which are beyond the Company’s control, including the following:

• the ability to identify and secure available and suitable sites on an economic basis;

• the ability to secure all necessary operating approvals and licences in a timely manner and in asatisfactory form;

• the extent of the competition for sites and in markets in new locations generally;

• the ability to conclude a lease on acceptable terms and costs associated with this;

• the ability to fit out new sites at an economic cost;

• delays in the timely development of all sites; and

• general economic conditions.

In addition, the success of the Group is significantly influenced by location and there can be no assurancethat the Group will be able to identify sufficient sites in its target locations to fully implement its growthstrategy, or be able to identify and secure additional suitable locations as demographic and economic patternschange.

Increasing labour, food and other costs could adversely affect the Group’s profitability

An increase in any of the Group’s operating costs may negatively affect the Group’s profitability. Factorssuch as increased labour and employee benefit costs, food costs, petrol and delivery costs and inflation mayadversely affect the Group’s operating costs. Most of the factors affecting costs are beyond the Group’scontrol and, in many cases, the Group may not be able to pass along these increased costs to its customers.Most ingredients used in the Group’s cakes and patisserie products, including flour and sugar arecommodities and therefore subject to price fluctuations as a result of seasonality, weather, demand and otherfactors. The Group has no control over fluctuations in the price and availability of ingredients or variationsin products caused by these factors. The Group typically does not rely on written contracts or long-termarrangements with its suppliers, as is customary for the industry in which the Group operates. Although theGroup has not experienced significant problems with its suppliers in the past, its suppliers may implement

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significant price increases or may not meet the Group’s requirements in a timely fashion, if at all, andalternative supplies may not be available, or available on commercially acceptable terms.

In addition, the Group is dependent upon an available labour pool of employees, many of whom are hourlyemployees whose pay is subject to the UK national minimum wage. Past increases in the minimum wagehave increased the Group’s labour costs. The main hourly minimum wage rate for workers aged 22 and overincreased from £6.19 to £6.31 on 1 October 2013, which increased the Group’s operating expenses. Underthe National Insurance Contributions and Statutory Payments Act 2004, employers must contribute to theNational Insurance payments on behalf of each employee earning above a designated threshold. An increasein the wages or employers’ mandatory National Insurance Contributions will increase the amounts the Groupcontributes on behalf of its employees. A shortage in the labour pool or other general inflationary pressuresor changes will also increase the Group’s labour costs. Any increases in food, labour and other costs couldhave a material adverse effect on the Group’s business, financial and other conditions, profitability andresults of operations.

Key personnel

The Group depends on the services of its key management personnel and, in particular, on the services ofLuke Johnson, Paul May and Chris Marsh. The loss of the services of any of these persons could have amaterial adverse effect on the Group’s business, financial condition or results of operations. In addition, asthe Group’s business expands, it may need to add new personnel to service the Group’s increased level ofbusiness. The Group’s success is also highly dependent on its continuing ability to identify, hire, train,motivate and retain key management. Competition for such personnel in the sector can be intense and theGroup’s personnel are frequently targeted by other companies for recruitment, and the Group cannot giveassurances that it will be able to attract or retain such personnel in the future. The Group’s inability to attractand retain the necessary management may adversely affect its future growth and profitability.

It may also be necessary for the Group to increase the level of remuneration paid to existing or newemployees to such a degree that its operating expenses could be materially increased.

The Group’s stores are leased. Increases in rental payments or the early termination of any of the Group’sleases, or the failure to renew or extend the terms of any of the Group’s leases or the default by licenseesor assignees, could adversely affect the Group’s profitability

The Group’s operating performance depends in part on its ability to secure leases in desired locations at rentsit believes to be reasonable. The Group currently leases almost all of its stores for a typical term of 15 yearsor fewer.

The leases for the Group’s stores generally require that their annual rent be reviewed on an “upwards-only”basis. If agreement on “open market” rent cannot be reached between the two parties, the matter is referredto an independent surveyor, who determines the premises’ open-market rent. The annual rent for thepremises then becomes the greater of such open market rental value and the previous contractually agreedrent. As a result, the Group is unable to predict or control the amount of any future increases in its rentalcosts arising from the review of rents it pays for its stores and is unable to benefit from any decline in theopen market rental value of its stores. Any substantial increase in the rent paid by the Group on its storescould adversely affect the Group’s business, financial and other conditions, profitability and results ofoperations.

Each lease agreement also provides that the lessor may terminate the lease for a number of reasons, includingif the Group defaults in any payment of rent or taxes or if the Group breaches any covenant or agreement inthe lease. Termination of any of the Group’s leases could harm the results of the Group’s operations.Although the Group believes that it will be able to renew its existing leases, it can offer no assurances thatit will succeed in obtaining extensions in the future, or that any such extensions will be at rental rates thatthe Group believes to be reasonable.

At the expiry or termination of its leases, the Group may have to pay sums of money to its landlords in lieuof carrying out works of repair and/or redecoration of the premises as required under the leases. This wouldadversely affect the Group’s business, financial and other conditions, profitability and results of operations.

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The Group’s failure to comply with existing or increased regulations, or the introduction of changes toexisting regulations, could adversely affect its business, financial and other conditions, profitability andresults of operations

The Group is subject to significant government regulation at a national and local level, including varioushealth, sanitation, planning permission, licensing, fire and safety standards. The Group is also subject tovarious UK and EU regulations governing the Group’s relationship with employees, including such mattersas minimum wage requirements, the treatment of part-time workers, employers’ National InsuranceContributions, overtime and other working conditions. A failure to comply with one or more regulationscould result in the imposition of sanctions, including the closing of facilities for an indeterminate period oftime or third party litigation, any of which could have a material adverse effect on the Group’s business,financial and other conditions, profitability and results of operations.

Alcoholic beverage control regulations relate to numerous aspects of a store’s operations, including the hoursof operation, advertising, wholesale purchasing, inventory control and the handling, storage and dispensingof alcoholic beverages. Each of the Group’s stores that sell alcoholic beverages is therefore subject tolicensing and regulation by a number of governmental authorities, including the Department for Culture,Media and Sport, pursuant to the UK Licensing Act 2003 and related laws and regulations. Changes tolicensing and regulation could cause the Group to incur additional costs which the Group may not be able topass on to its customers or which may lead to higher prices being charged to customers making eating outless attractive and leading to a decline in sales. The failure to obtain or renew licences for the sale ofalcoholic beverages could have an adverse effect on the Group’s business and financial performance.

Additionally, a change in the VAT or other tax regimes applicable to the Group’s business may result inuncertainty, disruption to operations and/or implementation costs which the Group may not be able to passon to its customers or which may lead to higher prices being charged to customers, making eating out lessattractive and leading to a decline in sales.

The Group is dependent upon the timely delivery of fresh ingredients by its suppliers and distributors, thefailure of which could have an adverse effect on its business, financial and other conditions, profitabilityand results of operations

The Group’s store operations are dependent on timely deliveries of fresh ingredients, including fresh produceand dairy products. The Group depends substantially on third party distributors and suppliers for suchdeliveries. While, historically, its suppliers have supplied the Group with an adequate volume of ingredients,in the future they may be unable to provide the Group with a volume of ingredients sufficient for the Groupto meet customer demand for its products. If the quality of the Group’s suppliers’ ingredients declines, theGroup may not be able to obtain replacement quality ingredients on commercially agreeable terms in theopen market. If the Group’s food quality declines due to the lower quality of its ingredients or due tointerruptions in the flow of fresh ingredients and similar factors, customer traffic may decline and negativelyaffect the Group’s results. In the event of a major disruption to the timely supply of quality, fresh ingredients,alternative suppliers of food and/or distribution services (as the case may be) may only be available at higherprices.

Negative publicity relating to one of the Group’s stores or to the Group’s merchandising activities couldreduce turnover at some or all of the Group’s other stores

The Group may, from time to time, receive negative publicity relating to food quality, store facilities, healthinspection scores, employee relationships, food contamination or other matters at one or more of its stores.Adverse publicity may negatively affect the Group, regardless of whether the allegations are valid, whetherthey are limited to just a single location or whether the Group is at fault. The negative impact of adversepublicity relating to one restaurant may extend far beyond the restaurant involved to affect some or all of theGroup’s other stores.

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Food-borne illness incidents could reduce the Group’s turnover or subject the Group to third partylitigation

The Group cannot guarantee that its internal controls and training will be fully effective in preventing allfood-borne illnesses. Furthermore, the Group relies on third party food processors, which introducesadditional requirements in monitoring food safety compliance and may increase the risk that food-borneillness could affect multiple locations rather than single stores. Some food-borne illness incidents could becaused by third party food suppliers and transporters outside of the Group’s control. New illnesses resistantto the Group’s current precautions may develop in the future, or diseases with long incubation periods couldarise that could give rise to claims or allegations on a retroactive basis. One or more instances of food-borneillness in one of the Group’s stores could negatively affect the Group’s turnover and conceivably have animpact on all of its stores if highly publicised. If any person becomes ill, or alleges becoming ill, as a resultof eating food prepared by the Group, the Group may be liable for damages, or be subject to regulatory actionor adverse publicity (as described above). This risk exists even if it were later determined that the illness waswrongly attributed to one of the Group’s stores.

Any prolonged disruption in the operations of any of the Group’s bakery and distribution centres couldharm the Group’s business, financial and other conditions, profitability and results of operations

The Group’s bakery facilities service all the Group’s stores. As a result, any prolonged disruption in theoperations of these facilities, whether due to technical or labour difficulties, destruction or damage to thefacility, real estate or other reasons, could result in increased costs and reduced turnover and the Group’sprofitability and prospects could be harmed. However, due to the hub and spoke model operated by theGroup, in the event that one of the Group’s bakery and distribution facilities is closed, the Group’s other‘hubs’ have capacity to prepare products and to distribute them on the closed facility’s behalf.

The Group may not be able to protect its intellectual property adequately, which could harm the value ofits brands and branded products and adversely affect its business, financial and other conditions,profitability and results of operations

The Group depends in large part on its brands and believes that they are very important to its business. TheGroup relies on its trade marks to protect its brands. The success of the Group’s business depends, in part,on its continued ability to use its existing trade marks in order to increase brand awareness. Although theGroup has registered for trade mark protection in the United Kingdom, the “Philpotts”, “Lusori”, “SpiceBakery”, “Patisserie Valerie” and “Druckers” brand names, trade marks and logos that distinguish itsproducts, the actions taken by the Group may be inadequate to prevent imitation of the Group’s brands andconcepts by others or to prevent others from claiming violations of their trade marks and proprietary rightsby the Group. If the Group’s efforts to protect its intellectual property prove to be inadequate, the value ofthe Group’s brands could be harmed, which could adversely affect the Group’s business, financial and otherconditions, profitability and results of operations.

The Group’s store sales are subject to seasonality, tourism and job market trends, terrorism and majorworld events

The Group’s store sales volume experiences moderate seasonal fluctuations. Weather conditions can have aninfluence on the Group’s business. Occupancy and other operating costs, which remain relatively constant,have a disproportionately greater negative effect on operating results during periods with lower restaurantturnover.

The Group’s stores located in central London are affected by various factors. Stores, particularly those intourist areas (for example, the West End), are affected by the number of tourists who visit London, which inturn is affected by major world events, including war and terrorist attacks; and stores in retail centres areaffected by levels of retail activity. Accordingly, a decrease in the number of tourists who visit London, orgeneral retail activity, could negatively affect the Group’s business, financial and other conditions,profitability and results of operations. The Group’s business could also be affected by other major worldevents, such as the widespread outbreak of illness, which could reduce levels of tourism and other economicactivity.

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The Group may experience a higher turnover rate for its restaurant managers, which could adverselyaffect the Group’s business, financial and other conditions, profitability and results of operations

The individual success of each of the Group’s stores substantially depends on the Group’s ability to hire andretain store managers and personnel. The Group incurs significant costs from the hiring and training of newmanagers and other personnel and a high turnover rate for such personnel makes it difficult to ensure theconsistency of the Group’s food and customer service. Any significant increase in the turnover rate for itsstore managers could increase the costs the Group incurs from hiring and training managers and diminishthe quality and consistency of the Group’s stores’ food and customer service. A substantial increase in thecosts of training store managers and personnel or a decrease in the quality and consistency of the Group’sfood and customer service could adversely affect the Group’s business, financial and other conditions,profitability, and results of operations.

Data protection risk

Failure to comply with data protection legislation may leave the Group open to criminal and civil sanctions.

System failures and breaches of security

The successful operation of the Group’s business depends upon maintaining the integrity of the Group’scomputer, communication and information technology systems. However, these systems and operations arevulnerable to damage, breakdown or interruption from events which are beyond the Group’s control, such asfire, flood and other natural disasters; power loss or telecommunications or data network failures; improperor negligent operation of the Group’s system by employees, or unauthorised physical or electronic access;and interruptions to internet system integrity generally as a result of cyber attacks by computer hackers orviruses or other types of security breaches. Any such damage or interruption could cause significantdisruption to the operations of the Group and its ability to trade. This could be harmful to the Group’sbusiness, financial condition and reputation and could deter current or potential customers from using itsservices.

There can be no guarantee that the Group’s security measures in relation to its computer, communication andinformation systems will protect it from all potential breaches of security, and any such breach of securitycould have an adverse effect on the Group’s business, results of operations and/or financial condition.

Financial resources

In the opinion of the Directors, having made due and careful enquiry, taking into account the bank and otherfacilities available to the Group and the net proceeds of the Placing, the working capital available to theGroup will be sufficient for its present requirements, that is for at least the next 12 months from the date ofAdmission. The Group’s future capital requirements will, however, depend on many factors, including itsability to expand its sales, cash flow and control of costs and the execution of its store roll-out programmeand any material acquisitions. In the future, the Group may require additional funds and may attempt to raiseadditional funds through equity or debt financings or from other sources. Any additional equity financingmay be dilutive to holders of Ordinary Shares and any debt financing, if available, may require restrictionsto be placed on the Group’s future financing and operating activities. The Group may be unable to obtainadditional financing on acceptable terms or at all if market and economic conditions, the financial conditionor operating performance of the Group or investor sentiment (whether towards the Group in particular ortowards the market sector in which the Group operates) are unfavourable. The Group’s inability to raiseadditional funding may hinder its ability to grow in the future or to maintain its existing levels of operation.

Risks relating to the Ordinary Shares

Investment in AIM securities

An investment in shares traded on AIM is perceived to involve a higher degree of risk and to be less liquidthan investment in companies whose shares are listed on the Official List and traded on the London StockExchange’s main market for listed securities. An investment in Ordinary Shares may be difficult to realise.Prospective investors should be aware that the value of Ordinary Shares may go down as well as up and that

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the market price of the Ordinary Shares may not reflect the underlying value of the Group. Investors may,therefore, realise less than, or lose all of, their investment.

Potentially volatile share price and liquidity

The share price of quoted emerging companies can be highly volatile and shareholdings illiquid. The priceat which the Ordinary Shares are quoted and the price which investors may realise for their Ordinary Sharesmay be influenced by a significant number of factors, some specific to the Group and its operations and somewhich affect quoted companies generally. These factors could include the performance of the Group, largepurchases or sales of Ordinary Shares, legislative changes and general, economic, political or regulatoryconditions.

Share price effect of sales of Ordinary Shares

The market price of Ordinary Shares could decline significantly as a result of any sales of Ordinary Sharesby certain Shareholders following the expiry of the relevant lock-in periods, details of which are set out inParts I and VI of this document, or the expectation or belief that sales of such Ordinary Shares may occur.

Interests of major Shareholders

On Admission, the Concert Party will hold, in aggregate, 50.2 per cent. of the Enlarged Share Capital. TheseShareholders will be able to exercise significant influence over the Company and the Group’s operations,business strategy and those corporate actions that require the approval of the Shareholders. In order toregulate the relationship between Luke Johnson and the Company, Luke Johnson has, however, entered intothe Relationship Agreement, details of which are set out in Parts I and VI of this document.

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PART III

A. HISTORICAL FINANCIAL INFORMATION ON THE GROUP

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Year to Year to Year to 30 September 30 September 30 September Notes 2011 2012 2013 £’000 £’000 £’000

Revenue 40,483 49,511 60,112Cost of sales (9,444) (11,192) (13,148) –––––––– –––––––– ––––––––Gross profit 31,039 38,319 46,964Administrative expenses (24,846) (30,847) (37,379) –––––––– –––––––– ––––––––Operating profit 6,193 7,472 9,585Finance expense 7 (1,253) (1,232) (1,356) –––––––– –––––––– ––––––––Profit before income tax 3/4 4,940 6,240 8,229Income tax expense 8 (1,492) (1,587) (1,427) –––––––– –––––––– ––––––––Profit after tax and total comprehensive incomefor the year attributable to equity holders 3,448 4,653 6,802

–––––––– –––––––– ––––––––Earnings per share 10Basic earnings per share (pence) 241.55 325.97 476.52Diluted earnings per share (pence) 240.55 310.20 415.96

The notes on pages 35 to 57 are an integral part of the financial information.

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CONSOLIDATED STATEMENT OF FINANCIAL POSITION

30 September 30 September 30 September Notes 2011 2012 2013 £’000 £’000 £’000

ASSETSNon-current assetsIntangible assets 11 13,130 13,130 13,759Property, plant and equipment 12 14,426 17,973 22,073 –––––––– –––––––– –––––––– 27,556 31,103 35,832Current assetsTrade and other receivables 13 3,549 4,022 5,453Inventories 14 1,413 1,942 2,684Cash and cash equivalents 15 – 109 130 –––––––– –––––––– –––––––– 4,962 6,073 8,267 –––––––– –––––––– ––––––––Total assets 32,518 37,176 44,099 –––––––– –––––––– ––––––––EQUITY AND LIABILITIESEquityCapital and reserves attributable tothe equity holders

Ordinary share capital 20 1 1 1Share premium 499 499 499Retained earnings 51 4,704 11,506 –––––––– –––––––– ––––––––Total equity 551 5,204 12,006 –––––––– –––––––– ––––––––Non-current liabilitiesBorrowings 17 23,506 23,664 24,530Deferred tax 18 842 777 988 –––––––– –––––––– –––––––– 24,348 24,441 25,518Current liabilitiesTrade and other payables 16 3,722 3,445 4,056Borrowings 17 2,312 2,641 2,254Corporation tax 1,585 1,445 265 –––––––– –––––––– –––––––– 7,619 7,531 6,575 –––––––– –––––––– ––––––––Total liabilities 31,967 31,972 32,093 –––––––– –––––––– ––––––––Total equity and liabilities 32,518 37,176 44,099 –––––––– –––––––– ––––––––The notes on pages 35 to 57 are an integral part of the financial information.

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Share Share Retained capital premium earnings Total £’000 £’000 £’000 £’000

As at 1 October 2010 1 499 (3,397) (2,897)Profit and total comprehensive incomefor the year – – 3,448 3,448

–––––––– –––––––– –––––––– –––––––– – – 3,448 3,448Transactions with owners – – – – –––––––– –––––––– –––––––– ––––––––As at 30 September 2011 1 499 51 551Result and total comprehensive profitfor the year – – 4,653 4,653

–––––––– –––––––– –––––––– –––––––– – – 4,653 4,653Transactions with owners – – – – –––––––– –––––––– –––––––– ––––––––As at 30 September 2012 1 499 4,704 5,204Result and total comprehensive profitfor the year – – 6,802 6,802

–––––––– –––––––– –––––––– –––––––– – – 6,802 6,802Transactions with owners – – – – –––––––– –––––––– –––––––– ––––––––As at 30 September 2013 1 499 11,506 12,006 –––––––– –––––––– –––––––– ––––––––The notes on pages 35 to 57 are an integral part of the financial information.

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CONSOLIDATED STATEMENT OF CASH FLOWS

Year to Year to Year to 30 September 30 September 30 September 2011 2012 2013 Notes £’000 £’000 £’000

Cash flows from operating activitiesProfit before income tax 4,940 6,240 8,229Adjusted by:Depreciation 1,684 2,032 2,459Net finance charges in the income statement 1,253 1,232 1,356Impairment charge 130 130 –Changes in working capital:Inventory (375) (528) (721)Trade and other receivables (1,037) (473) (1,028)Trade and other payables 103 (276) 186 –––––––– –––––––– ––––––––Cash generated from operations 6,698 8,357 10,481Interest paid (804) (784) (907)Income tax paid (559) (1,793) (2,395) –––––––– –––––––– ––––––––Net cash generated from operating activities 5,335 5,780 7,179 –––––––– –––––––– ––––––––Cash flows from investing activitiesAcquisition of Flour Power City Ltd – – (1,070)Purchase of property, plant and equipment (4,188) (5,708) (6,145) –––––––– –––––––– ––––––––Net cash used in investing activities (4,188) (5,708) (7,215) –––––––– –––––––– ––––––––Cash flows from financing activitiesProceeds from borrowings – 1,092 1,017Repayment of finance lease capital (2) – –Repayment of borrowings (1,418) (291) (2,022) –––––––– –––––––– ––––––––Net cash(used in)/generated from financing activities (1,420) 801 (1,005) –––––––– –––––––– ––––––––Net decrease in cash and cash equivalents (273) 871 (1,041)Cash and cash equivalents at the beginningof the year (681) (954) (83)

–––––––– –––––––– ––––––––Cash and cash equivalents at the end of the year 15 (954) (83) (1,124) –––––––– –––––––– ––––––––The notes on pages 35 to 57 are an integral part of the financial information.

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NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION

1. General information

Patisserie Acquisition Limited (the “Company”) is a limited company incorporated and domiciled inEngland and Wales. The registered office of the company is 146 – 158 Sarehole Road, Birmingham,B28 8DT. The Company’s name was changed from Patisserie Holdings Limited on 25 April 2014. Theregistered company number is 06070007. A list of the company’s subsidiaries is presented in Note 27.

The Group’s principal activity is that of restaurateurs.

The directors of Patisserie Holdings plc are responsible for the financial information and contents of the AIMadmission document in which it is included. This is the first financial information to be prepared by theGroup under International Financial Reporting Standards.

2. Accounting policies

The principal accounting policies applied in the preparation of the consolidated financial information are setout below. These policies have been consistently applied to all years presented, unless otherwise stated.

Basis of preparation

The historical financial information has been prepared in accordance with the requirements of the AIM Rulesfor Companies for the purposes of the AIM admission document dated 14 May 2014 and representsconsolidated historical financial information for the parent company and its subsidiaries for each of the threeyears ended 30 September 2011, 30 September 2012 and 30 September 2013.

This basis of preparation describes how the historical consolidated financial information has been preparedin accordance with International Financial Reporting Standards as adopted by the European Union (“IFRS”).This is the first financial information of the Group prepared in accordance with IFRS and the Group hasapplied IFRS 1 ‘First time adoption of IFRS’ from the transition date of 1 October 2010. Please refer tonote 28 for the details of the adjustments required to present the accounts under IFRS including anyexemptions taken. The accounting policies used have been consistently applied from the transition balancesheet and throughout all periods presented in this financial information.

The historical financial information does not constitute statutory accounts as defined in Section 434 of theCompanies Act 2006. The Group’s statutory financial statements for the years ended 30 September 2013,30 September 2012 and 30 September 2011 have been delivered to the Registrar of Companies. The auditor’sreport on those financial statements was unqualified and did not contain statements under section 498(2) orsection 498(3) of the Companies Act 2006.

The consolidated financial information has been prepared on a going concern basis and under the historicalcost convention. The consolidated financial information is presented in sterling and has been rounded to thenearest thousand (£’000).

The Directors are responsible for the preparation of this historical financial information.

Standards, amendments and interpretations to existing standards

Standards, amendments and interpretations to existing standards that are not yet effective and havenot been early adopted by the Group in this financial information.

At the date of authorisation of the financial information, certain new standards, amendments andinterpretations to existing standards have been published but are not yet effective. The Group has not earlyadopted any of these pronouncements. The new standards, amendments and interpretations that are expectedto be relevant to the Group’s financial statements in the future are as follows:

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Applicable forfinancial years

Standard/interpretation Content beginning on/after

IFRS 10 Consolidated Financial Statements 1 January 2014IAS 32 (Amendment) Offsetting Financial Assets and Financial Liabilities 1 January 2014IAS 27 (Revised) Separate financial statements 1 January 2014IAS 28 (Revised) Investments in Associates and Joint Ventures 1 January 2014IFRS 7 (Amendment) Disclosures – Offsetting Financial Assets and

Financial Liabilities 1 January 2013IFRS 13 Fair Value Measurement 1 January 2013IAS 36 (Amendment) Recoverable amount Disclosure for Non-Finance Assets 1 January 2014IAS 39 (Amendment) Novation of derivatives and continuation of hedge accounting 1 January 2014

The effective dates stated above are those given in the original IASB/IFRIC standards and interpretations.As the Group prepares its financial statements in accordance with IFRS as adopted by the European Union(EU), the application of new standards and interpretations will be subject to their having been endorsed foruse in the EU via the EU endorsement mechanism.

The Directors do not expect the adoption of these standards and interpretations to have a material impact onthe consolidated financial information in the period of initial adoption.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and its subsidiaryundertakings. The financial statements of all group companies are adjusted, where necessary, to ensure theuse of consistent accounting policies. Acquisitions are accounted for under the acquisition method from thedate control passes to the Group. On acquisition, the assets and liabilities and contingent liabilities of asubsidiary are measured at their fair values at the date of acquisition. Any excess of the cost of acquisitionover the fair values of the identifiable net assets acquired is recognised as goodwill.

Intangible assets

Goodwill is recognised to the extent that it arises through a business combination. In respect of businesscombinations that have occurred since 1 July 2005, goodwill represents the difference between the cost ofthe acquisition and the fair value of net identifiable assets acquired. In respect of business combinations priorto this date, goodwill is included on the basis of its deemed cost, which represents the amount recorded underprevious GAAP. As permitted by IFRS 1 Goodwill arising on acquisitions prior to 1 July 2005 is stated inaccordance with UK GAAP and has not been remeasured on transition to IFRS.

Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to appropriate cashgenerating units (those expected to benefit from the business combination) and is no longer amortised but istested annually for impairment or whenever events or changes in circumstances indicate that the carryingamount may not be recoverable. Negative goodwill (bargain purchase) is written back to the incomestatement in the period it is incurred.

Revenue

Revenue is the total amount receivable by the Group for goods supplied, excluding VAT and trade discounts.

Revenue arising from the sale of goods is recognised when significant risks and benefits of ownership of theproduct has been transferred to the buyer at the point of sale, which is when cash is received.

Property, plant and equipment

Property, plant and equipment is stated at historic cost, including expenditure that is directly attributable tothe acquired item, less accumulated depreciation and impairment losses.

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Depreciation is calculated on a straight line basis over the deemed useful life of an asset and is applied to thecost less any residual value. The asset classes are depreciated over the following periods:

Freehold land and buildings – 20 years straight lineLeasehold property improvements – Over the life of the lease from the month of acquisitionPlant and equipment – 15–25% straight line from the month of acquisitionFixtures and fittings – 10–20% reducing balanceMotor vehicles – 25% straight line

As no finite useful life for land can be determined, related carrying amounts are not depreciated. The usefullife, the residual value and the depreciation method is assessed annually.

The carrying value of the property, plant and equipment is compared to the higher of value in use and thefair value less costs to sell. If the carrying value exceeds the higher of the value in use and fair value less thecosts to sell the asset then the asset is impaired and its value reduced by recognising an impairment in profitor loss.

Impairment testing of intangible assets and property, plant and equipment

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there areseparately identifiable cash flows (cash-generating units). As a result, some assets are tested individually forimpairment and some are tested at cash-generating unit level. Those intangible assets not yet available foruse and goodwill are tested for impairment at least annually. All other individual assets or cash-generatingunits are tested for impairment whenever events or changes in circumstances indicate that the carryingamount may not be recoverable.

An impairment loss is recognised for the amount by which the asset’s or cash-generating unit’s carryingamount exceeds its recoverable amount. The recoverable amount is the higher of fair value, reflecting marketconditions less costs to sell, and value in use based on an internal discounted cash flow evaluation. All assetsare subsequently reassessed for indications that an impairment loss previously recognised may no longerexist.

Inventories

Inventory is carried at the lower of cost or net realisable value. The costs of raw materials, consumables,work in progress and finished goods are measured by means of weighted average cost using standard costingtechniques. Cost of finished goods comprises direct production costs such as raw materials, consumables,utilities and labour, and production overheads such as employee costs, depreciation, maintenance andindirect factory costs. Standard costs are reviewed regularly in order to ensure relevant measures ofutilisation, production lead-time and appropriate levels of manufacturing expense are reflected in thestandards.

Net realisable value is calculated based on the revenue from sale in the normal course of business less anycosts to sell.

Leased assets

In accordance with IAS 17 Leases, the economic ownership of a leased asset is transferred to the lessee ifthe lessee bears substantially all the risks and rewards related to the ownership of the leased asset. The relatedasset is then recognised at the inception of the lease at the fair value of the leased asset or, if lower, thepresent value of the minimum lease payments plus incidental payments, if any. A corresponding amount isrecognised as a finance leasing liability, irrespective of whether some of these lease payments are payableup-front at the date of inception of the lease. Leases of land and buildings are split into a land and a buildingelement, in accordance with the relative fair values of the leasehold interests at the date the asset is initiallyrecognised.

Subsequent accounting for assets held under finance lease agreements correspond to those applied tocomparable assets which are legally owned by the Group. The corresponding finance leasing liability isreduced by lease payments less finance charges, which are expensed to finance costs. The interest element

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of leasing payments represents a constant proportion of the capital balance outstanding and is charged to theincome statement over the period of the lease.

All other leases are treated as operating leases. Payments on operating lease agreements are recognised asan expense on a straight-line basis. Associated costs, such as maintenance and insurance, are expensed asincurred. Lease incentives received are recognised in the consolidated statement of comprehensive incomeon a straight-line basis over the lease term.

Taxation

Income tax on the profit or loss for the year comprises current and deferred tax.

Current tax is the expected tax payable on the taxable income for the year, using current rates, and anyadjustments to the tax payable in respect of previous years.

Deferred taxation is provided on all temporary differences between the carrying amount of the assets andliabilities in the financial statements and the tax base. Deferred tax assets are recognised only to the extentthat it is probable that future taxable profits will be available against which the temporary difference can beutilised. Deferred tax assets and liabilities are not discounted. Deferred tax is determined using the tax ratesthat have been enacted or substantially enacted by the balance sheet date, and are expected to apply whenthe deferred tax liability is settled or the deferred tax asset is realised.

Deferred tax is provided on temporary differences arising on investments in subsidiaries except where thetiming of the reversal of the temporary difference is controlled by the Group and it is probable that thetemporary difference will not reverse in the foreseeable future.

Tax is recognised in the income statement, except where it relates to items recognised directly in equity, inwhich case it is recognised in equity.

Share based employee compensation

The Group operates equity settled share based compensation plans for remuneration of its employees. Allemployee services received in exchange for the grant of any share-based compensation are measured at theirfair values. These are indirectly determined by reference to the share option awarded. Their value isappraised at the grant date and excludes the impact of any non-market vesting conditions (such asprofitability or sales growth targets).

The Group’s share option schemes provide for an exercise price equal to the average middle market price ofthe Group’s shares over the five dealing days prior to the date of grant or par value, whichever is higher. Thevesting period ranges from the date of grant up to five years. If options remain unexercised after a period offive years from the date of grant, the options expire and are returned to the unused share option pool.Furthermore, if an option holder leaves the Group on good terms before their options vest, the unexercisedand unvested options are forfeited up to six months after the date of their departure.

The Group has a current share option scheme under which options have been granted on various datesbetween 12 January 2006 and 8 October 2010.

All share-based compensation is ultimately recognised as an expense in profit and loss with a correspondingcredit to a share based payment reserve, net of deferred tax where applicable. If vesting periods or othervesting conditions apply, the expense is allocated over the vesting period, based on the best availableestimate of the number of shares options expected to vest. Non-market vesting conditions are included inassumptions about the number of options that are expected to become exercisable. Estimates aresubsequently revised, if there is any indication that the number of share options expected to vest differs fromprevious estimates. No adjustment to expense recognised in prior periods is made if fewer share optionsultimately are exercised than originally estimated.

Upon exercise of share options, the proceeds received, net of any directly attributable transaction costs, upto the nominal value of the shares issued are reallocated to share capital with any excess being recorded asadditional share premium.

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Store pre-opening costs

All pre-opening costs are written off as incurred except those which qualify for capitalisation in accordancewith IAS 16 – Property, Plant and Equipment.

Segmental analysis

Operating segments are reported in a manner consistent with the internal reporting provided to the ChiefOperating Decision Maker (“CODM”). The CODM is the person or group that allocates resources to andassess the performance of the operating segments of an entity. The Group has determined that its CODM isthe Board of Directors of the Group.

Financial instruments

Financial instruments are assigned to their different categories by management on initial recognition,depending on the contractual arrangements.

Financial assets

The Group’s financial assets fall within the heading of ‘Loans and receivables’. Loans and receivablescomprise trade and certain other receivables as well as cash and cash equivalents.

Loan and receivables are recognised when the Group becomes a party to the contractual provisions of theinstrument and are recognised at fair value and subsequently measured at amortised cost using the effectiveinterest method less any provision for impairment, based on the receivable ageing, previous experience withthe debtor and known market intelligence. Any change in their value is recognised in the income statement.

Derecognition of financial assets occurs when the rights to receive cash flows from the investments expireor are transferred and substantially all of the risks and rewards of ownership have been transferred. Anassessment for impairment is undertaken at least at each balance sheet date whether or not there is objectiveevidence that a financial asset or a group of financial assets is impaired.

Financial liabilities

The Group’s financial liabilities comprise borrowings and trade and other payables.

Financial liabilities are initially recognised at the fair value of the consideration received net of issue costs.After initial recognition borrowings are measured at amortised cost using the effective interest method. Allinterest-related charges are included in the income statement line item “finance expense”. Financialliabilities are derecognised when the obligation to settle the amount is removed.

Cash and cash equivalents

Cash and cash equivalents include cash in hand and deposits held on call, together with other short termhighly liquid investments which are not subject to significant changes in value and have original maturitiesof less than three months.

Equity

Equity comprises the following:

• Share capital: the nominal value of equity shares.

• Share premium: includes any premium received on the sale of shares. Any transaction costs associatedwith the issuing of shares are deducted from share premium, net of any income tax benefits.

• Profit and loss account: retained profits.

Accounting estimates and judgements

The preparation of financial statements under IFRS requires the Group to make estimates and judgementsthat effect the application of policies and reported amounts. Estimates and judgements are based on historical

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experience and other factors including expectations of future events that are believed to be reasonable underthe circumstances. Actual results may differ from these estimates.

The estimates and judgements which have a significant risk of causing a material adjustment to the carryingamount of assets and liabilities are discussed below:

• Useful lives of depreciable assets

Management reviews the useful lives of depreciable assets at each reporting date. At the reporting datemanagement assesses that the useful lives represent the expected utility of the assets to the Group. Actualresults, however, may vary due to unforeseen events.

• Impairment

An impairment loss is recognised for the amount by which the asset’s or cash generating unit’s carryingamount exceeds its recoverable amount. To determine the recoverable amount, management estimatesexpected future cash flows from each cash-generating unit and determines a suitable discount rate in orderto calculate the present value of those cash flows. In the process of measuring expected future cash flowsmanagement makes assumptions about future operating results. These assumptions relate to future eventsand circumstances. In most cases, determining the applicable discount rate involves estimating theappropriate adjustment to market risk and the appropriate adjustment to asset-specific risk factors.

Employee benefits

The cost of pensions in respect of the Group’s defined contribution scheme is charged to profit or loss in theperiod in which the related employee services were provided.

3. Segmental information

Management has determined the operating segments based on the reports reviewed by the strategic decisionmaker comprising the Board of Directors. The segmental information is split on the basis of those same profitcentres, however, management report only the contents of the income statement and therefore no balancesheet information is provide on a segmental basis in the following tables:

Total UK Patisserie Spice Flour GAAP IFRS Total Valerie Druckers Bakery Power Overhead reporting adjustment IFRS £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000

September 2013Revenue 42,394 12,342 3,807 1,158 411 60,112 – 60,112Cost of sales (7,429) (3,089) (1046) (263) (1,321) (13,148) – (13,148) ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– –––––––Gross profit 34,965 9,253 2,761 895 (910) 46,964 – 46,964Administrative expenses (25,529) (8,142) (1,800) (696) 1,247 (34,920) – (34,920)Depreciation and amortisation (1,953) (292) (78) (42) (888) (3,253) 794 (2,459)Finance expense (175) (10) – (9) (713) (907) (449) (1,356) ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– –––––––Profit before income tax 7,308 809 883 148 (1,264) 7,884 345 8,229Income tax expense – – – – (1,427) (1,427) – (1,427) ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– –––––––Profit for the financial year 7,308 809 883 148 (2,691) 6,457 345 6,802 ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– –––––––Non-current assets 33,280 2,552 35,832Current assets 8,267 – 8,267Non-current liabilities (25,518) – (25,518)Current liabilities (6,575) – (6,575) ––––––– ––––––– –––––––Net assets 9,454 2,552 12,006 ––––––– ––––––– –––––––Capital expenditure 6,559 – 6,559 ––––––– ––––––– –––––––All of the Group’s revenue from continuing operations has been generated from UK operations.

The Group does not have any customers whom account for more than 10% of external revenue.

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Total UK Patisserie Spice GAAP IFRS Total Valerie Druckers Bakery Overhead reporting adjustment IFRS £’000 £’000 £’000 £’000 £’000 £’000 £’000

September 2012Revenue 32,768 12,819 3,543 381 49,511 – 49,511Cost of sales (6,313) (2,665) (973) (1,241) (11,192) – (11,192) ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– –––––––Gross profit 26,455 10,154 2,570 (860) 38,319 – 38,319Administrative expenses (19,195) (8,975) (1,758) 1,243 (28,685) – (28,685)Depreciation and amortisation (1,687) (289) (91) (759) (2,826) 794 (2,032)Impairment – – – (130) (130) – (130)Finance expense (49) (39) – (695) (783) (449) (1,232) ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– –––––––Profit before income tax 5,524 851 721 (1,201) 5,895 345 6,240Income tax expense – – – (1,587) (1,587) – (1,587) ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– –––––––Profit for the financial year 5,524 851 721 (2,788) 4,308 345 4,653 ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– –––––––Non-current assets 29,346 1,757 31,103Current assets 6,073 – 6,073Non-current liabilities (21,714) (2,727) (24,441)Current liabilities (7,531) – (7,531) ––––––– ––––––– –––––––Net assets 6,174 (970) 5,204 ––––––– ––––––– –––––––Capital expenditure 5,708 – 5,708 ––––––– ––––––– –––––––September 2011Revenue 24,267 12,889 3,278 49 40,483 – 40,483Cost of sales (5,857) (2,594) (918) (75) (9,444) – (9,444) ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– –––––––Gross profit 18,410 10,295 2,360 (26) 31,039 – 31,039Administrative expenses (12,321) (9,145) (1,640) 74 (23,032) – (23,032)Depreciation and amortisation (1,392) (225) (103) (758) (2,478) 794 (1,684)Impairment – – – (130) (130) – (130)Finance expense (81) (2) – (721) (804) (449) (1,253) ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– –––––––Profit before income tax 4,616 923 617 (1,561) 4,595 345 4,940Income tax expense – – – (1,492) (1,492) – (1,492) ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– –––––––Profit for the financial year 4,616 923 617 (3,053) 3,103 345 3,448 ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– –––––––Non-current assets 26,593 963 27,556Current assets 4,962 – 4,962Non-current liabilities (22,071) (2,277) (24,348)Current liabilities (7,619) – (7,619) ––––––– ––––––– –––––––Net assets 1,865 (1,314) 551 ––––––– ––––––– –––––––Capital expenditure 4,189 – 4,189 ––––––– ––––––– –––––––

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4. Profit before income tax

September September September 2011 2012 2013 £’000 £’000 £’000

Profit before taxation has been arrived at after charging:Depreciation of owned property, plant and equipment 1,678 2,032 2,459Depreciation of assets held under finance lease 6 – –Impairment of fixed assets 130 130 –Employee costs (Note 6) 14,982 18,704 22,323Operating lease rentals– Hire of plant and equipment 10 – –– Land and buildings 5,401 6,287 7,856Audit and non-audit services:Fees payable to the Company’s auditor for the audit ofthe Group accounts 10 7 8

Fees payable to the Company’s auditor and its associatesfor other services:

The audit of the Company’s subsidiaries pursuant to legislation 37 30 37Tax services 7 10 10Other services 15 – 10 –––––––– –––––––– ––––––––5. Remuneration of key personnel

The Group consider that the Directors are the key personnel:

September September September 2011 2012 2013 £’000 £’000 £’000

Salary, fees, bonuses and other short term emoluments 237 442 527 –––––––– –––––––– ––––––––6. Employees

The average number of employees (including Directors) during the period was made up as follows:

September September September 2011 2012 2013 £’000 £’000 £’000

Directors 3 4 4Management 38 52 63Production 93 110 198Sales 1,161 1,392 1,644 –––––––– –––––––– –––––––– 1,295 1,558 1,909 –––––––– –––––––– ––––––––The cost of employees (including directors) during the period was made up as follows:

September September September 2011 2012 2013 £’000 £’000 £’000

Wages and salaries 14,068 17,631 20,977Social security costs 906 1,066 1,339Pension costs 8 7 7 –––––––– –––––––– –––––––– 14,982 18,704 22,323 –––––––– –––––––– ––––––––

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7. Finance expenses

September September September 2011 2012 2013 £’000 £’000 £’000

Bank loans and overdrafts 804 783 907Other loans 449 449 449 ––––––––– ––––––––– ––––––––– 1,253 1,232 1,356 ––––––––– ––––––––– –––––––––8. Income tax expense

September September September 2011 2012 2013 £’000 £’000 £’000

Current tax:UK corporation tax at rates: 2013 – 23.5%,2012 – 25.0%,2011 – 27.0%) 1,416 1,651 1,024

Prior period adjustment (46) 21 192 –––––––– –––––––– –––––––– 1,370 1,652 1,216Deferred tax: (Note 18)Origination and reversal of timing differences 122 (65) 211 –––––––– –––––––– ––––––––Tax for the period 1,492 1,587 1,427 –––––––– –––––––– ––––––––Factors affecting current tax charge:

The tax assessed on the profit for the period is different to the standard rate of corporation tax in the UK.The differences are explained below:

September September September 2011 2012 2013 £’000 £’000 £’000

Profit before income tax 4,940 6,240 8,229 –––––––– –––––––– ––––––––Profit for the year multiplied by the standard rate ofcorporation tax 1,334 1,560 1,934

Expenses not deductible for tax purposes 433 197 (206)Differences between capital allowances and depreciation (242) (29) –Adjustment in respect of prior periods (46) 21 192Utilisation of tax losses (6) (77) –Income not deducted for tax purposes (9) – –Origination and reversal of timing differences 122 (65) 211Other (94) (20) (704) –––––––– –––––––– –––––––– 1,492 1,587 1,427 –––––––– –––––––– ––––––––9. Loss attributable to members of the parent company

The parent company has taken advantage of section 408 of the Companies Act 2006 and not included its ownprofit and loss account in these financial statements. The result shown in the accounts of the parent companywas:

September September September 2011 2012 2013 £’000 £’000 £’000

Loss for the year 721 442 527 –––––––– –––––––– ––––––––

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10. Earnings per share

September September September 2011 2012 2013

Basic and dilutedProfit for the year (£’000) 3,448 4,653 6,802Weighted average number of shares in issue forthe year (number) 1,427,428 1,427,428 1,427,428

Basic earnings per share (pence) 241.55 325.97 476.52Dilutive effect of share options (number) 5,965 72,572 207,825Total weighted average including effects ofoptions (number) 1,427,428 1,427,428 1,427,428

Diluted earnings per share (pence) 240.55 310.20 415.96 –––––––– –––––––– ––––––––11. Intangible assets

Goodwill £’000CostAs at 30 September 2011 and 2012 13,130Addition at acquisition 629 ––––––––Net book valueAs at 30 September 2013 13,759 ––––––––As at 30 September 2012 and 2011 13,130 ––––––––Impairment testing

The Group tests goodwill annually or, additionally, if there are indications that it may be impaired.

For the purposes of impairment testing the Directors consider each acquired business as separate cashgenerating units (CGUs). The recoverable amount for each CGU was determined using a value in usecalculation based upon management forecasts for the trading results for those entities.

The discount rate has been calculated independently for each CGU based upon the individual economiccircumstances and appropriate risk factors. An appropriate discount has been calculated and used for eachCGU. The key assumptions utilised within the forecast models relate to the level of future sales, which havebeen estimated based upon the Directors expectations, current trading and recent actual trading performance.The value in use calculations indicate that the recoverable amount of the CGUs is in excess of the carryingvalue of the assets allocated to them.

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12. Property, plant and equipment

Plant, Freehold Leasehold equipment, land and property fixtures and Motor buildings improvements fittings vehicles Total £’000 £’000 £’000 £’000 £’000

As at 1 October 2010 1,798 7,075 17,311 73 26,257Additions – 1,554 2,634 – 4,188 –––––––– –––––––– –––––––– –––––––– ––––––––At 30 September 2011 1,798 8,629 19,945 73 30,445Additions – 1,324 4,384 – 5,708 –––––––– –––––––– –––––––– –––––––– ––––––––At 30 September 2012 1,798 9,953 24,329 73 36,153Additions – 1,018 5,127 – 6,145Assets acquired at acquisition – 176 237 – 413 –––––––– –––––––– –––––––– –––––––– ––––––––At 30 September 2013 1,798 11,147 29,693 73 42,711 –––––––– –––––––– –––––––– –––––––– ––––––––As at 1 October 2010 158 1,851 12,147 49 14,205Charge for the year 19 536 1,119 10 1,684Impairment charge – 130 – – 130 –––––––– –––––––– –––––––– –––––––– ––––––––At 30 September 2011 177 2,517 13,266 59 16,019Charge for the year 19 564 1,440 9 2,032Impairment charge – 130 – – 130 –––––––– –––––––– –––––––– –––––––– ––––––––At 30 September 2012 196 3,211 14,707 68 18,180Charge for the year 17 588 1,850 4 2,459 –––––––– –––––––– –––––––– –––––––– ––––––––At 30 September 2013 213 3,799 16,557 72 20,639 –––––––– –––––––– –––––––– –––––––– ––––––––Net book valuesAt 30 September 2011 1,622 6,112 6,678 15 14,426At 30 September 2012 1,604 6,742 9,622 5 17,973At 30 September 2013 1,587 7,348 13,137 1 22,073 –––––––– –––––––– –––––––– –––––––– ––––––––There were no assets held under finance leases during the period covered by this historical financialinformation. The amount of depreciation expense charged to the income statement in respect of such assetswas nil in both 2012 and 2013 but amounted to £5,964 in 2011.

13. Trade and other receivables

September September September 2011 2012 2013 £’000 £’000 £’000

Trade receivables 129 63 668Other receivables 409 621 340Prepayments and accrued income 3,011 3,338 4,445 –––––––– –––––––– –––––––– 3,549 4,022 5,453 –––––––– –––––––– ––––––––There is no allowance account for impaired receivables as no counterparty is in default nor have anyimpairments been identified. At year ends 2011 and 2012 there were no receivables past due. As at30 September 2013 there were £128,000 of receivables past due by up to 30 days, £90,000 past due by over30 days but less than 60 days and £18,000 past due by over 60 days. The remaining balances were not pastdue. There is no material difference between the fair value and the varying value of these assets. Themaximum credit risk exposure at the reporting date equated to the fair value of trade receivables. Standardpayment terms are 30 days net.

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14. Inventories

September September September 2011 2012 2013 £’000 £’000 £’000

Raw materials and consumables 1,179 1,684 2,263Work in progress 125 152 242Finished goods 109 106 179 –––––––– –––––––– –––––––– 1,413 1,942 2,684 –––––––– –––––––– ––––––––There were no inventory provisions in place in 2011, 2012 and 2013 as no inventory has been written off.The amount of stock that went through cost of sales each year is as follows:

September September September 2011 2012 2013 £’000 £’000 £’000

Inventory expense 1,037 1,413 1,942 –––––––– –––––––– ––––––––15. Cash and cash equivalents

Cash balances at the end of each year are as follows:

September September September 2011 2012 2013 £’000 £’000 £’000

Cash and cash equivalents per statement of financial position – 109 130Overdrafts (954) (192) (1,254) –––––––– –––––––– ––––––––Cash per statement of cash flows (954) (83) (1,124) –––––––– –––––––– ––––––––16. Trade and other payables

September September September 2011 2012 2013 £’000 £’000 £’000

Trade payables 3,183 2,974 3,235Other payables 398 312 565Accruals and deferred income 141 159 109Invoice discounting – – 147 –––––––– –––––––– –––––––– 3,722 3,445 4,056 –––––––– –––––––– ––––––––Flour Power City Limited has an invoice discounting facility of £150,000 of which £147,164 was utilised atthe year end. The invoice discounting amounts are secured by a fixed charge over certain trade debtors.

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17. Borrowing

The Group uses bank overdrafts, bank and other loans to finance acquisitions; the following balances remainoutstanding as shown:

September September September 2011 2012 2013 £’000 £’000 £’000

Non-currentBank loans 14,992 14,700 14,100Other loans 8,514 8,964 10,430 –––––––– –––––––– –––––––– 23,506 23,664 24,530 –––––––– –––––––– ––––––––CurrentBank loans 1,358 2,449 1,000Overdrafts 954 192 1,254 –––––––– –––––––– ––––––––Bank loans and overdrafts 2,312 2,641 2,254 –––––––– –––––––– ––––––––Bank loans and overdrafts are secured by an all asset debenture in favour HSBC Bank Plc. Other loans aresecured by an asset debenture in favour of the loan providers.

18. Deferred taxation

September September September 2011 2012 2013 £’000 £’000 £’000

At 1 October 720 842 777Charge/(credit) for the year 122 (65) 211 –––––––– –––––––– ––––––––At 30 September 842 777 988 –––––––– –––––––– ––––––––Deferred taxation – accelerated capital allowances 842 777 988 –––––––– –––––––– ––––––––19. Lease commitments

At the end of each period the Group had total minimum commitments under non-cancellable operating leaseagreements as set out below:

September September September 2011 2012 2013 £’000 £’000 £’000

Land and buildingsOperating leases which expire:Within one year 264 220 234In two to five years 940 597 5,173In over five years 39,666 42,803 51,584 –––––––– –––––––– –––––––– 40,870 43,620 56,991 –––––––– –––––––– ––––––––

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20. Share capital

September 2011 September 2012 September 2013 Shares £ Shares £ Shares £Authorised:A Ordinary shares of £0.001 each 72,572 73 72,572 73 72,572 73B Ordinary shares of £0.001 each – – – – 250,000 250Ordinary shares of £0.001 each 1,427,428 1,427 1,427,428 1,427 1,427,428 1,427 –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– 1,500,000 1,500 1,500,000 1,500 1,750,000 1,750 –––––––– –––––––– –––––––– –––––––– –––––––– ––––––––Allotted, called up and fully paid:A Ordinary shares of £0.001 each 72,572 73 72,572 73 72,572 73Ordinary shares of £0.001 each 1,378,875 1,378 1,378,875 1,378 1,378,875 1,378 –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– 1,451,447 1,451 1,451,447 1,451 1,451,447 1,451 –––––––– –––––––– –––––––– –––––––– –––––––– ––––––––On 25 February 2013 the Company issued 250,000 B Ordinary shares at £0.001 each. The B Ordinary sharescarry voting rights and give rights to receive a cumulative dividend of LIBOR plus one percent of the parvalue of each B Ordinary share which shall accrue and remain unpaid until a winding up or sale of the sharecapital of the company. These shares are classified as financial liabilities and an amount of £228 has beenincluded within other payables.

21. Share based payments

The Group has granted options to certain directors in respect of Ordinary shares of £0.001 under anEnterprise Management Scheme (EMI).

September September September 2011 2012 2013 Price/ Number of Number of Number of Date of grant Option type Expiry date share options options options

31 August 2011 EMI 31 August 2021 27.50p 72,722 72,722 72,722

The fair value of options granted by the Company has been arrived at using the Black-Scholes model. Theassumptions inherent in the use of this model are as follows:

• The option life is assumed to be at the end of the allowed period.

• Historical staff turnover is taken into account when determining the proportion of granted options thatare likely to vest by the end of the period.

• Where vesting is based on achievement of commercial and development objectives, including annualrevenue targets, management factors in the probability of the achievement of the commercial anddevelopment objectives prior to the end of the vesting period.

• Following the application of the vesting probability assumptions, there are no further vestingconditions other than remaining in employment with the Company during the vesting period.

• No variables change during the life of the option (e.g. dividend yield).

• Volatility has been estimated as there is no history of the Group’s share price.

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At the period end each year the Group had the following options at the weighted average exercise prices(WAEP) shown:

September September September WAEP 2011 WAEP 2012 WAEP 2013Expiry date £’000 £’000 £’000

31 August 2022 27.50 72,722 27.50 72,722 27.50 72,722Outstanding at year end 27.50 72,722 27.50 72,722 27.50 72,722Exercisable at year end – – – – – – –––––––– –––––––– –––––––– –––––––– –––––––– ––––––––Weighted average remainingcontractual life 10 years – 9 years 8 years –––––––– –––––––– –––––––– –––––––– –––––––– ––––––––

The options are generally exercisable in the event of either a listing or sale of the Company’s shares. In theabsence of such an exercise, the options will generally lapse on the 10th anniversary of their grant.

The Group recognised total expenses of £nil related to equity-settled share based payment transactionsduring the period covered by this historical financial information.

No options were exercised during the period covered by this historical financial information.

22. Capital commitments

The Group had the following capital commitments at each period end:

September September September 2011 2012 2013 £’000 £’000 £’000

Relating to the purchase of assets 477 450 600 –––––––– –––––––– ––––––––23. Related party transactions

The total transactions involving related parties, including management charges, are as follows:

September September September 2011 2012 2013 £’000 £’000 £’000

Interest charges on shareholder’s loan 449 449 449 –––––––– –––––––– ––––––––Included within borrowings the following balances were loans made to the Group by certain shareholders:

September September September 2011 2012 2013 £’000 £’000 £’000

Other loans 8,514 8,964 10,430 –––––––– –––––––– ––––––––The Company has a cross company guarantee with the other group companies, namely Stonebeach Limited,Hewmark Limited, Leonardo Limited, Patisserie Valerie Limited, Patisserie Valerie Holdings Limited, SpiceBakery Limited, Flour Power City Limited and Patisserie Valerie Express Limited. This guarantees thePatisserie Holdings Limited bank loan and if Patisserie Holdings Limited defaults on that loan the companieswill be required to make good the default. The Directors believe the financial condition of PatisserieHoldings Limited is such that this guarantee will not be called upon.

For the details of the directors’ remuneration please see Note 5.

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24. Categories of financial instruments

September September September 2011 2012 2013 £’000 £’000 £’000

Current financial assetsLoans and receivables 538 684 1,008Loans and receivables – cash and cash equivalents – 109 130 –––––––– –––––––– ––––––––Total financial assets 538 793 1,138Non financial assets 3,011 3,338 4,445 –––––––– –––––––– ––––––––Total 3,549 4,131 5,583 –––––––– –––––––– ––––––––Non-current financial liabilitiesAt amortised cost – borrowings 23,506 23,664 24,530 –––––––– –––––––– ––––––––Current financial liabilitiesAt amortised cost – borrowings 2,312 2,641 2,401At amortised cost – payables 3,581 3,286 3,800 –––––––– –––––––– ––––––––Total current financial liabilities 5,893 5,927 6,201Non financial liabilities 141 159 109 –––––––– –––––––– ––––––––Total current liabilities 6,034 6,086 6,310 –––––––– –––––––– ––––––––The shareholder loans have been made available at terms which are more favourable than market terms. Thedifference between the fair value of these loans discounted at market rates and the values stated above is notconsidered to be material.

25. Financial risk management

The Group’s activities expose it to a variety of financial risks: market risk (interest rate risk), credit risk andliquidity risk.

Market risk – Foreign exchange risk

The Directors consider that there is no foreign exchange risk as the Group derives all revenues from the UK.Revenues and costs are transacted in Sterling.

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Market risk – Interest rate risk

The Group carries significant borrowings used to finance acquisitions in the form of bank and other loans.Interest rates are floating based on LIBOR from time to time or are fixed and the amounts outstanding at theyear ends are as follows:

Amount Rate of Repayment £’000 interest % date

2011Non-current borrowingsBank loans – Facility A (repayable quarterly) 2,492 LIBOR + 2.00% September 2013Bank loans – Facility B (repayable at maturity) 6,600 LIBOR + 2.50% September 2014Bank loans – Facility C (repayable at maturity) 4,000 LIBOR + 2.75% September 2015Bank loans – Facility D (repayable quarterly) 1,630 LIBOR +3.50% September 2014Other loans – Shareholders loan (repayable at maturity) 8,514 Fixed 8% December 2016

Current borrowingsOverdraft 954 LIBOR + 3.5% On demandBank loans – Facility A (repayable quarterly) 1,358 LIBOR +2.00% September 2012

2012Non-current borrowingsBank loans – Facility B (repayable at maturity) 6,600 LIBOR + 2.50% September 2014Bank loans – Facility C (repayable at maturity) 4,000 LIBOR + 2.75% September 2015Bank loans – Facility D (repayable quarterly) 4,100 LIBOR +3.50% September 2014Other loans – Shareholders loan (repayable at maturity) 8,964 Fixed 8% December 2016

Current borrowingsOverdraft 192 LIBOR + 3.5% On demandBank loans – Facility A (repayable quarterly) 2,449 LIBOR + 2.00% September 2013

2013Non-current borrowingsBank loans – Facility A (repayable quarterly) 6,550 LIBOR + 2.0% September 2016Bank loans – Facility B (repayable at maturity) 7,550 LIBOR + 2.5% September 2018Other loans – Shareholders loan (repayable at maturity) 10,430 Fixed 8% December 2016

Current borrowingsOverdraft 1,254 LIBOR + 3.5% On demandBank loans – Facility A (repayable quarterly) 1,000 LIBOR + 2.0% September 2014

Since the year ended 30 September 2013 all bank loans with HSBC have been restructured such that FacilityA is repayable in quarterly instalments and attracts interest at 2.5% per annum above LIBOR with a finalrepayment date of 30 September 2017. All other facilities are repayable at termination (ranging from30 September 2017 to 30 September 2018) and attract interest between 2.5% and 3.5% above LIBOR perannum. All borrowings are subject to a margin ratchet which increases applicable interest rates should netleverage rise above 1.5 : 1.

Market risk – Price risk

The Group is not exposed to either commodity or equity securities price risk.

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting infinancial loss to the Group. In order to minimise this risk the Group endeavours only to deal with companieswhich are demonstrably creditworthy. In addition, a significant proportion of revenue results from cashtransactions. The aggregate financial exposure is continuously monitored. The maximum exposure to creditrisk is the value of the outstanding amount of trade receivables. The management do not consider that thereis any concentration of risk within either trade or other receivables.

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Liquidity risk

The Group currently holds cash balances to provide funding for normal trading activity. The Group also hasaccess to both short term and long term borrowings to finance individual projects. Trade and other payablesare monitored as part of normal management routine.

Borrowings and other liabilities mature according to the following schedule:

Within One to Two to Over one year two years five years five years £’000 £’000 £’000 £’000

2013Trade payables 3,235 – – –Accruals 109 – – –Other payables 565 – – –Borrowings-other loans – – 10,430 –Invoice discounting 147 – – –Borrowings – bank loans 1,000 2,000 12,100 –Borrowings (overdrafts) 1,254 – – – –––––––– –––––––– –––––––– ––––––––2012Trade payables 2,974 – – –Accruals 159 – – –Other payables 312 – – –Borrowings-other loans – – 8,964 –Borrowings – bank loans 2,449 9,333 5,367 –Borrowings (overdrafts) 192 – – – –––––––– –––––––– –––––––– ––––––––2011Trade payables 3,183 – – –Accruals 141 – – –Other payables 398 – – –Borrowings-other loans – – – 8,514Borrowings – bank loans 1,358 3,442 11,550 –Borrowings (overdrafts) 954 – – – –––––––– –––––––– –––––––– ––––––––Capital risk management

The Group’s capital management objectives are:

• to ensure the Group’s ability to continue as a going concern; and• to provide an adequate return to shareholders

by pricing products and services commensurate with the level of risk.

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The Group monitors capital on the basis of the carrying amount of equity less cash and cash equivalents aspresented on the face of the statement of financial position.

September September September 2011 2012 2013 £’000 £’000 £’000

Total equity 551 5,204 12,006Cash and cash equivalents – (109) (130) –––––––– –––––––– ––––––––Capital 551 5,095 11,876 –––––––– –––––––– ––––––––Total financing 551 5,204 12,006Borrowings 25,818 26,305 26,931 –––––––– –––––––– ––––––––Overall financing 26,369 31,509 38,937 –––––––– –––––––– ––––––––Capital to overall financing ratio 2.1% 16.2% 30.5% –––––––– –––––––– ––––––––26. Events after the balance sheet date

Since the year end September 2013 all bank loans with HSBC have been restructured such that Facility A isrepayable in quarterly instalments and attracts interest at 2.5% per annum above LIBOR with a finalrepayment date of 30 September 2017. All other facilities are repayable at termination (ranging from30 September 2017 to 30 September 2018) and attract interest between 2.5% and 3.5% above LIBOR perannum. All borrowings are subject to margin ratchet which increases applicable interest rates should netleverage rise above 1.5 : 1.

On 28 February 2014, the Group acquired Philpotts, a sandwich and salad retailer with 23 shops in the UK.The acquisition details are as follows:

£’000Fair value of consideration transferred:Consideration 6,334 ––––––––Recognised amounts of identifiable net assets:Tangible fixed assets 3,074Inventory 113Trade receivables 318Prepayments 125Other assets 115Liabilities (1,515) ––––––––Identifiable net assets 2,230Goodwill on acquisition 4,104 –––––––– 6,334 ––––––––In addition, acquisition expenses of £225,000 will be charged to the income statement.

At the time of publishing this financial information the directors are carrying out an exercise to fair value theassets acquired in this acquisition. Full details of this will be published as soon as it is complete.

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27. Subsidiaries consolidated

The subsidiaries included in the consolidation of this Historical Financial Information are as follows:

Holding Country of Class of share Direct IndirectCompany incorporation capital held % %

Patisserie Valerie Holdings Limited England and Wales Ordinary 100 –Hewmark Limited England and Wales Ordinary – 100Stonebeach Limited England and Wales Ordinary – 100Patisserie Valerie Express Limited England and Wales Ordinary – 100Leonardo Limited England and Wales Ordinary – 100Patisserie Valerie Limited England and Wales Ordinary – 100Spice Bakery Limited England and Wales Ordinary 100 –Flour Power City Limited England and Wales Ordinary 100 –

Flour Power City Limited was acquired on 22 May 2013 by Patisserie Valerie Holdings Limited. It is notconsidered material to the Group as a whole and therefore details of the acquisition accounting applied havenot been disclosed.

28. Transition to IFRS

From 1 October 2010 the Group has adopted International Financial Reporting Standards (IFRS) in thepreparation of its financial statements. IFRS 1 ‘First time adoption’ allows certain exemptions, of which thefollowing has been adopted:

• Business combinations that occurred prior to the transition date have not been restated to comply withIFRS 3 ‘Business Combinations’. Goodwill carried at the transition date is no longer amortised.Negative goodwill (bargain purchase) is written to profit or loss in the period in which it is incurred.

The main items contributing to the change in financial information compared with that reported underUK GAAP as at the transition date are shown below:

IFRS 1 – First time adoption of International Financial Reporting Standards

The reporting standard allows certain exemptions including the exemption with regard to businesscombinations as detailed below.

IFRS 3 – Business combinations

Business combinations that occurred prior to the transition date have not been restated to comply withIFRS 3 ‘Business Combinations’. Goodwill carried at the transition date is no longer amortised. Negativegoodwill (bargain purchase) is written to profit or loss in the period in which it is incurred.

Adjustment in respect of deferred interest

During the period of this financial information the Group elected that past and current interest due on loannotes with a principal value of £5,620k, which had previously not been taken due to commercial reasons,would be accrued for. The loan notes are subject to an 8% interest charge and the Board has elected that thisinterest becomes due and payable. Under UK GAAP this was all charged in the year the decision to reinstatethe interest due was made, the year to 30 September 2013. Under IFRS this interest is charged to the yearsit relates to.

54

Detailed reconciliations between UK GAAP and IFRS of both equity and profit are shown below:

Reconciliation of equity as at 1 October 2010 (transition date)

Reinstatement of interest UK GAAP deferred IFRS 3 IFRS £’000 £’000 £’000 £’000

Equity and liabilitiesCapital and reservesIssued capital 1 – – 1Share premium 499 – – 499Retained earnings (1,738) (1,828) 169 (3,397) –––––––– –––––––– –––––––– ––––––––Total equity and liabilities (1,238) (1,828) 169 (2,897) –––––––– –––––––– –––––––– ––––––––Reconciliation of equity as at 30 September 2011

Reinstatement Goodwill of interest amortisation UK GAAP deferred reversed IFRS £’000 £’000 £’000 £’000

Equity and liabilitiesCapital and reservesIssued capital 1 – – 1Share premium 499 – – 499Retained earnings 1,366 (2,278) 963 51 –––––––– –––––––– –––––––– ––––––––Total equity and liabilities 1,866 (2,278) 963 551 –––––––– –––––––– –––––––– ––––––––Reconciliation of equity as at 30 September 2012

Reinstatement Goodwill of interest amortisation UK GAAP deferred reversed IFRS £’000 £’000 £’000 £’000

Equity and liabilitiesCapital and reservesIssued capital 1 – – 1Share premium 499 – – 499Retained earnings 5,673 (2,726) 1,757 4,704 –––––––– –––––––– –––––––– ––––––––Total equity and liabilities 6,173 (2,726) 1,757 5,204 –––––––– –––––––– –––––––– ––––––––Reconciliation of equity as at 30 September 2013

Reinstatement Goodwill of interest amortisation UK GAAP waived reversed IFRS £’000 £’000 £’000 £’000

Equity and liabilitiesCapital and reservesIssued capital 1 – – 1Share premium 499 – – 499Retained earnings 8,954 – 2,552 11,506 –––––––– –––––––– –––––––– ––––––––Total equity and liabilities 9,454 – 2,552 12,006 –––––––– –––––––– –––––––– ––––––––

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Reconciliation of total comprehensive income for the year ended 30 September 2011

Reinstatement Goodwill of interest amortisation UK GAAP deferred reversed IFRS £’000 £’000 £’000 £’000

Revenue 40,483 – – 40,483Cost of sales (9,444) – – (9,444) –––––––– –––––––– –––––––– ––––––––Gross profit 31,039 – – 31,039Administrative expenses (23,032) – – (23,032)Depreciation and amortisation (2,478) – 794 (1,684)Impairment (130) – – (130)Finance expense (804) (449) – (1,253) –––––––– –––––––– –––––––– ––––––––Profit before tax 4,595 (449) 794 4,940Taxation (1,492) (1,492) –––––––– –––––––– –––––––– ––––––––Profit for the period/Totalcomprehensive income 3,103 (449) 794 3,448 –––––––– –––––––– –––––––– ––––––––

Reconciliation of total comprehensive income for the year ended 30 September 2012

Reinstatement Goodwill of interest amortisation UK GAAP deferred reversed IFRS £’000 £’000 £’000 £’000

Revenue 49,511 – – 49,511Cost of sales (11,192) – – (11,192) –––––––– –––––––– –––––––– ––––––––Gross profit 38,319 – – 38,319Administrative expenses (28,685) – – (28,685)Depreciation and amortisation (2,826) – 794 (2,032)Impairment (130) – – (130)Finance expense (783) (449) – (1,232) –––––––– –––––––– –––––––– ––––––––Profit before tax 5,895 (449) 794 6,240Taxation (1,587) (1,587) –––––––– –––––––– –––––––– ––––––––Profit for the period/Totalcomprehensive income 4,308 (449) 794 4,653 –––––––– –––––––– –––––––– ––––––––

56

Reconciliation of total comprehensive income for the year ended 30 September 2013

Reinstatement Goodwill of interest amortisation UK GAAP deferred reversed IFRS £’000 £’000 £’000 £’000

Revenue 60,112 – – 60,112Cost of sales (13,148) – – (13,148) –––––––– –––––––– –––––––– ––––––––Gross profit 46,964 – – 46,964Administrative expenses (34,920) – – (34,920)Depreciation and amortisation (3,253) – 794 (2,459)Finance expense (4,084) 2,728 – (1,356) –––––––– –––––––– –––––––– ––––––––Profit before tax 4,707 2,728 794 8,229Taxation (1,427) – – (1,427) –––––––– –––––––– –––––––– ––––––––Profit for the period/Totalcomprehensive income 3,280 2,728 794 6,802 –––––––– –––––––– –––––––– ––––––––

Cashflow

As a result of the transition to IFRS the following changes have resulted in the cashflow statement.

The definition of cash under UK GAAP is narrower than under IAS 17 ‘Cash flow statements’. Under IFRShighly liquid investments, readily convertible to a known amount of cash and with an insignificant risk of achange in value are regarded as cash equivalents.

Under UK GAAP payments to acquire property, plant and equipment were classified as part of ‘Capitalexpenditure and financial investment’ whilst under IFRS such payments have been reclassified as part of‘Investing activities’.

There are no other material differences between the cashflow statement presented under IFRS and thatpresented under UK GAAP other than the presentational convention.

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B. ACCOUNTANTS’ REPORT ON THE HISTORICAL FINANCIAL INFORMATION ON THE GROUP

The DirectorsPatisserie Holdings plc146-158 Sarehole RoadBirminghamB28 8DT

14 May 2014

Dear Sirs,

Patisserie Holdings plc

We report on the historical financial information on Patisserie Acquisition Limited (formerly PatisserieHoldings Limited) for the three years ended 30 September 2013 set out in Section A of Part III of thisdocument. This historical financial information has been prepared for inclusion in the AIM admissiondocument dated 14 May 2014 of Patisserie Holdings plc (the “AIM Admission Document”) on the basis ofthe accounting policies set out in Part III A of the AIM Admission Document.

This report is required by Paragraph (a) of Schedule Two of the AIM Rules for Companies and is given forthe purpose of complying with that paragraph and for no other purpose.

Responsibilities

Save for any responsibility arising under Paragraph (a) of Schedule Two of the AIM Rules for Companies toany person as and to the extent there provided, to the fullest extent permitted by law we do not assume anyresponsibility and will not accept any liability to any other person for any loss suffered by any such otherperson as a result of, arising out of, or in connection with this report or our statement, required by and givensolely for the purposes of complying with Paragraph (a) of Schedule Two of the AIM Rules for Companies,consenting to its inclusion in the AIM Admission Document.

The Directors of Patisserie Holdings plc are responsible for preparing the financial information inaccordance with International Financial Reporting Standards as adopted by the European Union. It is ourresponsibility to form an opinion as to whether the financial information gives a true and fair view, for thepurposes of the AIM Admission Document and to report our opinion to you.

Basis of opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the AuditingPractices Board in the United Kingdom. Our work included an assessment of evidence relevant to theamounts and disclosures in the financial information. It also included an assessment of the significantestimates and judgements made by those responsible for the preparation of the financial information andwhether the accounting policies are appropriate to the entity’s circumstances, consistently applied andadequately disclosed.

We planned and performed our work so as to obtain all the information and explanations which weconsidered necessary in order to provide us with sufficient evidence to give reasonable assurance that thefinancial information is free from material misstatement, whether caused by fraud or other irregularity orerror.

Opinion

In our opinion, the financial information gives, for the purposes of the AIM Admission Document, a true andfair view of the state of affairs of Patisserie Acquisition Limited as at the specified dates and of its profitsand cash flows for the years ended 30 September 2011, 2012 and 2013 in accordance with InternationalFinancial Reporting Standards adopted by the European Union.

Annex I: 20.1-20.6

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Declaration

For the purposes of Paragraph (a) of Schedule Two of the AIM Rules for Companies we are responsible forthis report as part of the AIM Admission Document and declare that we have taken all reasonable care toensure that the information contained in this report is, to the best of our knowledge, in accordance with thefacts and contains no omission likely to affect its import. This declaration is included in the AIM AdmissionDocument in compliance with Schedule Two of the AIM Rules for Companies.

Yours faithfully,

GRANT THORNTON UK LLP

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PART IV

UNAUDITED INTERIM FINANCIAL INFORMATION ON THE GROUP

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

6 months to 6 months to 31 March 31 March 2013 2014 £’000 £’000

Revenue 28,351 35,747Cost of sales (6,369) (8,094) –––––––– ––––––––Gross profit 21,983 27,653Administrative expenses (16,258) (20,575)Depreciation (1,273) (1,474) –––––––– ––––––––Operating profit 4,451 5,604Finance expense (526) (541) –––––––– ––––––––Profit before income tax 3,925 5,063Income tax expense (981) (1,115) –––––––– ––––––––Total comprehensive income for the period 2,944 3,948 –––––––– ––––––––The notes to follow are an integral part of the financial information.

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CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at As at 31 March 31 March 2013 2014 Notes £’000 £’000

ASSETSNon-current assetsGoodwill 1, 4 13,130 17,863Property, plant and equipment 2 19,290 27,552 –––––––– –––––––– 32,420 45,415Current assetsTrade and other receivables 4,357 6,226Inventories 2,095 3,160Cash and cash equivalents – 294 –––––––– –––––––– 6,452 9,680 –––––––– ––––––––Total assets 38,873 55,095 –––––––– ––––––––EQUITY AND LIABILITIESEquityCapital and reserves attributable to the equity holdersOrdinary share capital 3 (1) (1)Share premium (499) (499)Retained earnings (7,647) (15,454) –––––––– ––––––––Total equity (8,148) (15,954) –––––––– ––––––––Non-current liabilitiesBorrowings (22,753) (25,771)Deferred tax (777) (1,213) –––––––– –––––––– (23,530) (26,984)Current liabilitiesTrade and other payables (3,520) (4,451)Borrowings (2,754) (7,462)Corporation tax (921) (244) –––––––– –––––––– (7,195) (12,157) –––––––– ––––––––Total liabilities (30,725) (39,141) –––––––– ––––––––Total equity and liabilities (38,873) (55,095) –––––––– ––––––––The notes to follow are an integral part of the financial information.

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Share Share Retained capital premium earnings £’000 £’000 £’000

As at 1 October 2013 1 499 11,506Result and total comprehensive income for the period – – 3,948 –––––––– –––––––– ––––––––As at 31 March 2014 1 499 15,454 –––––––– –––––––– ––––––––As at 1 October 2012 1 499 4,703Result and total comprehensive income for the period – – 2,944 –––––––– –––––––– ––––––––As at 31 March 2013 1 499 7,647 –––––––– –––––––– ––––––––The notes to follow are an integral part of the financial information.

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CONSOLIDATED STATEMENT OF CASH FLOWS

6 months to 6 months to 31 March 31 March 2013 2014 £’000 £’000

Cash flows from operating activitiesProfit for the period before taxation 3,925 5,063Adjusted by:Depreciation 1,273 1,474Net finance charges in the income statement 526 541Changes in working capital:Change in inventory (153) (363)Trade and other receivables (335) (331)Trade and other payables 75 (624) –––––––– ––––––––Cash generated by operations 5,311 5,760Interest paid (301) (276)Income tax paid (1,505) (1,396) –––––––– ––––––––Net cash generated by operating activities 3,505 4,088 –––––––– ––––––––Cash flows from investing activitiesAcquisition of Philpotts (Holdings) Limited – (6,334)Cash proceeds from Philpotts (Holdings) Limited 106Purchase of property, plant and equipment (2,590) (3,879) –––––––– ––––––––Net cash used in investing activities (2,590) (10,107) –––––––– ––––––––Cash flows from financing activitiesProceeds from borrowings – 7,850Repayment of finance lease capital – –Repayment of borrowings (995) (500) –––––––– ––––––––Net cash (used in)/generated by financing activities (995) 7,350 –––––––– ––––––––Net (decrease)/increase in cash and cash equivalents (81) 1,331Cash and cash equivalents at the beginning of the period (83) (1,124) –––––––– ––––––––Cash and cash equivalents at the end of the period (164) 207 –––––––– ––––––––The notes to follow are an integral part of the financial information.

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NOTES TO THE UNAUDITED INTERIM FINANCIAL INFORMATION

1. Intangible assets

Goodwill £’000

As at 31 March 2013 13,130Addition at acquisition 629 ––––––––As at 30 September 2013 13,759 ––––––––Addition at acquisition 4,104 ––––––––As at 31 March 2014 17,863 ––––––––2. Property, plant and equipment

Plant, Freehold Leasehold equipment, land and property fixtures and Motor buildings improvements fittings vehicles Total £’000 £’000 £’000 £’000 £’000

As at 1 October 2012 1,798 9,953 24,329 73 36,153Additions – 321 2,269 – 2,590 –––––––– –––––––– –––––––– –––––––– ––––––––At 31 March 2013 1,798 10,274 26,598 73 38,743Assets acquired at acquisition – 176 237 – 413Additions – 697 2,858 – 3,555 –––––––– –––––––– –––––––– –––––––– ––––––––At 30 September 2013 1,798 11,147 29,693 73 42,711 –––––––– –––––––– –––––––– –––––––– ––––––––Additions – 1,717 2,162 – 3,879Assets acquired at acquisition – 3,074 – – 3,074 –––––––– –––––––– –––––––– –––––––– ––––––––At 31 March 2014 1,798 15,938 31,855 73 49,664 –––––––– –––––––– –––––––– –––––––– ––––––––As at 1 October 2012 194 3,211 14,707 68 18,180Charge for the period 8 288 975 2 1,273 –––––––– –––––––– –––––––– –––––––– ––––––––At 31 March 2013 202 3,499 15,682 70 19,453Charge for the period 9 300 875 2 1,186 –––––––– –––––––– –––––––– –––––––– ––––––––At 30 September 2013 211 3,799 16,557 72 20,639Charge for the period 8 365 1,100 – 1,473 –––––––– –––––––– –––––––– –––––––– ––––––––At 31 March 2014 219 4,164 17,657 72 22,112 –––––––– –––––––– –––––––– –––––––– ––––––––Net book valuesAt 30 September 2012 1,604 6,742 9,622 5 17,973At 31 March 2013 1,596 6,775 10,916 3 19,290At 30 September 2013 1,587 7,348 13,136 1 22,072At 31 March 2014 1,579 11,774 14,198 1 27,552 –––––––– –––––––– –––––––– –––––––– ––––––––

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3. Share capital

31 March 2014 31 March 2013 Shares £ Shares £

Authorised:A Ordinary shares of £0.001 each 72,572 73 72,572 73B Ordinary shares of £0.001 each 250,000 250 250,000 250Ordinary shares of £0.001 each 1,427,428 1,427 1,427,428 1,427 –––––––– –––––––– –––––––– –––––––– 1,750,000 1,750 1,750,000 1,750 –––––––– –––––––– –––––––– ––––––––Allotted, called up and fully paid:A Ordinary shares of £0.001 each 72,572 73 72,572 73Ordinary shares of £0.001 each 1,378,875 1,378 1,378,875 1,378 –––––––– –––––––– –––––––– –––––––– 1,451,447 1,451 1,451,447 1,451 –––––––– –––––––– –––––––– ––––––––4. Acquisition of Philpotts

On 28 February 2014, the Group acquired Philpotts, a sandwich and salad retailer with 23 shops in the UK.The acquisition details are as follows:

£’000Fair value of consideration transferred:Amounts settled in cash 6,334 ––––––––Recognised amounts of identifiable net assets:Tangible fixed assets 3,074Inventory 113Trade receivables 318Prepayments 125Other assets 115Liabilities (1,515) ––––––––Identifiable net assets 2,230Goodwill on acquisition 4,104 –––––––– 6,334 ––––––––In addition, acquisition expenses of £225,000 have been charged to the income statement.

At the time of publishing this unaudited interim financial information the directors are carrying out anexercise to fair value the assets acquired in this acquisition. Full details of this will be published as soon asit is complete.

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PART V

UNAUDITED PROFORMA FINANCIAL INFORMATION

PROFORMA STATEMENT OF COMPREHENSIVE INCOME

Patisserie Philpotts Acquisition (Holdings) Limited Limited Year to Year to 30 September 30 June 2013 2013 IFRS UK GAAP Proforma £’000 £’000 £’000

Revenue 60,112 10,014 70,126Cost of sales (13,148) (8,585) (21,733) –––––––– –––––––– ––––––––Gross profit 46,964 1,429 (48,393)Administrative expenses (34,920) (196) (35,116)Depreciation (2,459) (525) (2,984)Amortisation – (506) (506) –––––––– –––––––– ––––––––Operating profit 9,585 202 9,787Finance expense (1,356) (47) (1,403) –––––––– –––––––– ––––––––Profit before income tax 8,229 155 8,384Income tax expense (1,427) (159) (1,586) –––––––– –––––––– ––––––––Total comprehensive income/(expense) for the year 6,802 (4) 6,798 –––––––– –––––––– ––––––––The proforma financial information has been prepared for illustrative purposes only and, because of itsnature, it addresses a hypothetical situation and therefore does not represent the Group’s actual financialposition or results.

Notes:

1. Philpotts (Holdings) Limited’s results are extracted from the filed statutory accounts of the Company for the year ended 30 June2013. Patisserie Acquisition Limited’s results are extracted from the Historical Financial Information presented in Section A ofPart III of this document.

2. The Proforma column presents the results of an aggregation of the above financial information without any further adjustmentsbeing made.

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PROFORMA STATEMENT OF FINANCIAL POSITION

Patisserie Acquisition Limited As at 31 March 2014 Unaudited Adjustments Adjustments IFRS (Note 2) (Note 3) Proforma £’000 £’000 £’000 £’000

ASSETSNon-current assetsGoodwill 17,863 – – 17,863Property, plant and equipment 27,552 – – 27,552 –––––––– –––––––– –––––––– –––––––– 45,415 – – 45,415

Current assetsTrade and other receivables 6,226 – – 6,226Inventories 3,160 – – 3,160Cash and cash equivalents 294 – 2,000 2,294 –––––––– –––––––– –––––––– –––––––– 9,680 – 2,000 11,680 –––––––– –––––––– –––––––– ––––––––Total assets 55,095 – 2,000 57,095 –––––––– –––––––– –––––––– ––––––––EQUITY AND LIABILITIESEquityCapital and reserves attributable to the

equity holdersOrdinary share capital (1) – (1,000) (1,001)Share premium (499) – (32,967) (33,466)Retained earnings (15,454) 234 – (15,220) –––––––– –––––––– –––––––– ––––––––Total equity (15,954) 234 (33,967) (49,687) –––––––– –––––––– –––––––– ––––––––Non-current liabilitiesBorrowings (25,771) – 25,771 –Deferred tax (1,213) – – (1,213) –––––––– –––––––– –––––––– –––––––– (26,984) – 25,771 (1,213)

Current liabilitiesTrade and other payables (4,451) – (1,500) (5,951)Borrowings (7,462) (234) 7,696 –Corporation tax (244) – – (244) –––––––– –––––––– –––––––– –––––––– (12,157) (234) 6,196 (6,195) –––––––– –––––––– –––––––– ––––––––Total liabilities (39,141) (234) 31,967 (7,408) –––––––– –––––––– –––––––– ––––––––Total equity and liabilities (55,095) – (2,000) (57,095) –––––––– –––––––– –––––––– ––––––––The proforma financial information has been prepared for illustrative purposes only and, because of itsnature, it addresses a hypothetical situation and therefore does not represent the Group's actual financialposition or results.

Notes:

1. Patisserie Acquisition Limited's results are extracted from the Unaudited Interim Financial Information presented in Part IV ofthis document

2. Accrued interest between 31 March 2014 and Admission

3. Adjustments relating to net proceeds from the Placing, repayment of debt and exercise of EMI options

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PART VI

ADDITIONAL INFORMATION

1. The Company

1.1 The Company was incorporated and registered as a private limited company in England and Walesunder the Act on 27 March 2014 with the name Oval (2274) Limited and with registered number08969601. On 25 April 2014, the Company changed its name to Patisserie Holdings Limited. On13 May 2014, the Company was re-registered as a public limited company with the name PatisserieHoldings plc.

1.2 The Company is a public limited company and accordingly the liability of its members is limited. TheCompany and its activities and operations, as well as the issue of the Placing Shares, are principallyregulated by the Act and the regulations made thereunder.

1.3 The Company is domiciled in England and Wales and its head and registered office is at 146-158Sarehole Road, Birmingham, B28 8DT. The telephone number of the Company is +44 121 7777 000.

2. Corporate reorganisation

2.1 In connection with Admission, the Group undertook a corporate reorganisation that resulted in theCompany becoming the ultimate holding company of the Group. The Corporate Reorganisation stepscomprised:

(i) the issue of further ordinary shares of £1.00 each in the Company and the consequentconsolidation of such shares into one ordinary share (“Step 1”);

(ii) the sale by the shareholders of PAL of their shares in PAL to the Company in consideration forthe issue of new A ordinary shares, B ordinary shares and ordinary shares in the Company(“Step 2”);

(iii) a reduction of capital by the Company of the nominal value of the A ordinary shares and theordinary shares in issue, in order to create additional distributable reserves in the Company(“Step 3”);

(iv) the purchase by the Company of the entire class of B ordinary shares issued in the Companyfrom the holders of those B ordinary shares (“Step 4”);

(v) the exercise of options over ordinary shares, the sub-division of the A ordinary shares and theordinary shares issued in the Company and the subsequent re-designation of such shares toOrdinary Shares and deferred shares in the Company (“Step 5”);

(vi) the purchase by the Company of the entire class of deferred shares issued in the Company fromthe holders of those issued deferred shares (“Step 6”); and

(vii) the re-registration of the Company as a public limited company (“Step 7”).

2.2 The Corporate Reorganisation did not affect the Group’s operations, which will continue to be carriedout through its operating subsidiaries.

Annex I: 5.1.1,

5.1.2,

Annex I: 5.1.4

Annex III: 4.2

68

3. Share capital and loan capital

3.1 As at 27 March 2014 being the date of incorporation of the Company and the latest date to whichunaudited financial information has been prepared, the issued share capital of the Company, all ofwhich was fully paid up, was as follows:

IssuedClass of share Number Amount

Ordinary Shares of £1.00 each 1 £1.00

3.2 As at 9 May 2014, being the date on which Step 1 was completed, the issued share capital of theCompany, all of which was fully paid up, was as follows:

IssuedClass of share Number Amount

Ordinary shares of £76 each 1 £76.00

3.3 As at 9 May 2014, being the date on which Step 2 was completed, the issued share capital of theCompany, all of which was fully paid up, was as follows:

IssuedClass of share Number Amount

Ordinary shares of £76 each 1,378,875 £104,794,500A ordinary shares of £76 each 72,572 £5,515,472B ordinary shares of £0.001 each 227,500 £227.50

3.4 As at 12 May 2014, being the date on which Step 3 was completed, the issued share capital of theCompany, all of which was fully paid up, was as follows:

IssuedClass of share Number Amount

Ordinary shares of £0.56 each 1,378,875 £772,170A ordinary shares of £0.56 each 72,572 £40,640.32B ordinary shares of £0.001 each 227,500 £227.50

3.5 As at 12 May 2014, being the date on which Step 4 was completed, the issued share capital of theCompany, all of which was fully paid up, was as follows:

IssuedClass of share Number Amount

Ordinary shares of £0.56 each 1,378,875 £772,170A ordinary shares of £0.56 each 72,572 £40,640.32

3.6 As at 12 May 2014, being the date on which Step 5 was completed, the issued share capital of theCompany, all of which was fully paid up, was as follows:

IssuedClass of share Number Amount

Ordinary shares of £0.01 each 80,733,361 £807,333.61Deferred shares of £0.01 each 4,620,103 £46,201.03

3.7 As at 12 May 2014, being the date on which Step 6 was completed, the issued share capital of theCompany, all of which was fully paid up, was as follows:

IssuedClass of share Number Amount

Ordinary shares of £0.01 each 80,733,361 £807,333.61

3.8 As at 13 May 2014, being the date of completion of the Corporate Reorganisation and the date on whichStep 7 was completed, the issued share capital of the Company, all of which was paid up, was as follows:

IssuedClass of share Number Amount

Ordinary shares of £0.01 each 80,733,361 £807,333.61

Annex I: 21.1.7

Annex I:

21.1.1 (a), (b)

69

3.9 The issued share capital of the Company, all of which is fully paid up, as at the date of publication ofthis document is as follows:

IssuedClass of share Number Amount

Ordinary shares of £0.01 each 80,733,361 £807,333.61

3.10 The issued share capital of the Company, all of which will be fully paid up on or before Admission,as it is expected to be immediately following Admission is as follows:

IssuedClass of share Number Amount

Ordinary shares of £0.01 each 100,000,000 £1,000,000

3.11 Pursuant to the Act, with effect from 1 October 2009, the concept of authorised share capital wasabolished and accordingly there is no limit on the maximum number of shares that may be allotted bythe Company.

3.12 Pursuant to an ordinary resolution of the Company dated 13 May 2014, the Directors are generallyand unconditionally authorised pursuant to section 551 of the Act to allot shares and grant rights tosubscribe for or to convert any security into shares (such shares and rights to subscribe for or toconvert any security into shares being “relevant securities”) up to an aggregate nominal amount of£522,666.39, such authority to be limited to the allotment of:

(a) 19,266,639 new Ordinary Shares pursuant to the Placing; and

(b) relevant securities other than pursuant to sub-paragraph (a) above, having an aggregate nominalvalue equal to £330,000,

such authority to expire upon the earlier of the conclusion of the next annual general meeting of theCompany and the date which is 18 months from the date of passing of the resolution, except thatthe Directors can during such period make offers or arrangements which could or might require theallotment of relevant securities after the expiry of such period.

3.13 Pursuant to a special resolution of the Company dated 13 May 2014, the Directors are empoweredpursuant to section 570(1) of the Act to allot equity securities (as defined in section 560(1) of the Act)of the Company wholly for cash pursuant to the authority of the Directors under section 551 of theAct conferred by paragraph 3.12 above, and/or by way of a sale of treasury shares by virtue ofsection 573 of the Act, as if the provisions of section 561 of the Act did not apply to such allotmentprovided that this power is limited to:

(a) the allotment of equity securities which fall within sub-paragraph (a) of paragraph 3.12 above; and

(b) the allotment of equity securities in connection with an invitation or offer of equity securitiesto the Shareholders (excluding any shares held by the Company as treasury shares (as definedin section 724(5) of the Act)) on a fixed record date in proportion (as nearly as practicable) totheir respective holdings of shares or in accordance with the rights attached to such shares (butsubject to such exclusions or other arrangements as the Directors may deem necessary orexpedient in relation to fractional entitlements or as a result of legal, regulatory or practicalproblems arising under the laws of or the requirements of any overseas territory or by virtue ofshares being represented by depository receipts or the requirements of any regulatory body orstock exchange or any other matter whatsoever); and

(c) the allotment (other than pursuant to the power referred to in sub-paragraphs (a) and(b) (inclusive) above) of equity securities up to an aggregate nominal value equal to £50,000,

such authority to expire upon the earlier of the conclusion of the next annual general meeting of theCompany and the date which is 18 months from the date of passing of the resolution, except thatthe Directors can during such period make offers or arrangements which could or might require theallotment of equity securities after the expiry of such period.

Annex III: 4.6

Annex III: 4.6

70

3.14 The provisions of section 561 of the Act (to the extent not disapplied pursuant to section 570 of theAct) confer on Shareholders certain rights of pre-emption in respect of the allotment of equitysecurities (as defined in section 560(1) of the Act) which are, or are to be, paid up in cash and applyto the authorised but unissued equity share capital of the Company. These provisions have beendisapplied to the extent referred to in paragraph 3.8 above.

3.15 Save as set out in this paragraph 3:

(a) no unissued share or loan capital of the Company or any of its subsidiaries is under option oris agreed conditionally or unconditionally to be put under option;

(b) there are no shares in the capital of the Company currently in issue with a fixed date on whichentitlement to a dividend arises and there are no arrangements in force whereby futuredividends are waived or agreed to be waived;

(c) there are no outstanding convertible securities issued by the Company; and

(d) no share capital or loan capital of the Company or any of its subsidiaries (other than intra-groupissues by wholly-owned subsidiaries) is in issue and no such issue is proposed.

3.16 None of the Ordinary Shares has been sold or made available to the public in conjunction with theapplication for Admission.

3.17 Save as disclosed in this document, no commission, discounts, brokerages or other specific terms havebeen granted by the Company in connection with the issue or sale of any of its share or loan capital.

3.18 The Ordinary Shares are in registered form and capable of being held in uncertificated form.Application has been made to Euroclear for the Ordinary Shares to be enabled for dealings throughCREST as a participating security. No temporary documents of title will be issued. It is expected thatdefinitive share certificates will be posted to those Shareholders who have requested the issue ofOrdinary Shares in certificated form by 31 May 2014. The International Securities IdentificationNumber (ISIN) for the Ordinary Shares is GB00BM4NV504.

3.19 The Placing Price of 170 pence per Ordinary Share represents a premium of 169 pence over the nominalvalue of one penny per Ordinary Share and is payable in full on Admission under the terms of thePlacing.

4. Subsidiary undertakings

The Company is the holding company of the Group.

The Company currently has the following significant subsidiaries: Percentage of voting Registration Place of share capitalName number Status incorporation held (%)

PAL 06070007 Active England/Wales 100Philpotts1 05838607 Active England/Wales 100Philpotts Limited2 02001192 Active England/Wales 100La Boheme Limited 00736316 In voluntary England/Wales n/a liquidation3

PVHL 05914839 Active England/Wales 100Hewmark Limited4 01551688 Active England/Wales 100Patisserie Valerie Limited 02139436 Active England/Wales 100Stonebeach Limited 04396961 Active England/Wales 100Patisserie Valerie Express Limited 04622279 Active England/Wales 100Notes:

1 Philpotts, La Boheme Limited and PVHL each being a wholly owned subsidiary of PAL.

2 A wholly owned subsidiary of Philpotts.

3 There is not expected to be any deficit to creditors.

4 Hewmark Limited, Patisserie Valerie Limited, Stonebeach Limited and Patisserie Valerie Express Limited each being a whollyowned subsidiary of PVHL.

Annex I: 7.1

Annex I: 7.1, 7.2

Annex III: 4.4

Annex III: 4.3

Annex III: 4.5

71

5. Summary of the Articles of Association of the Company

The Articles, which were adopted conditional on Admission by a special resolution of the Company passedon 13 May 2014, contain, inter alia, provisions to the following effect:

(a) Objects

Section 31 of the Act provides that the objects of a company are unrestricted unless any restrictionsare set out in its articles.

The Articles do not contain any restrictions on the objects of the Company.

(b) Rights attaching to Ordinary Shares

(i) Voting rights

Subject to the provisions of the Act and the Articles and to any rights or restrictions as to votingattached to any class of shares, at any general meeting on a show of hands, every member who(being an individual) is present in person has one vote. On a vote on a show of hands, a proxyappointed by one member has one vote and a proxy appointed by more than one member hasone vote, if instructed to vote in the same way by all those members, and is entitled to one votefor and one vote against, if instructed to vote in different ways by those members. On a poll,every member present in person or by proxy or (being a corporation) by a duly authorisedrepresentative has one vote for each share of which he is the holder. A member of the Companyshall not be entitled, in respect of any share held by him, to vote (either personally or by proxy)at any general meeting of the Company unless all amounts payable by him in respect of thatshare in the Company have been paid or credited as having been paid.

(ii) Dividends

Subject to the provisions of the Act and of the Articles and to any special rights attaching toany shares, the Company may, by ordinary resolution, declare that out of profits available fordistribution dividends be paid to members of the Company according to their respective rightsand interests in the profits of the Company. However, no such dividend shall exceed the amountrecommended by the Board. Interim dividends may be paid provided that they appear to theBoard to be justified by the profits available for distribution and the position of the Company.

Except as otherwise provided by the Articles or by the rights attached to shares, all dividendsshall be apportioned and paid pro rata according to the amounts paid up or credited as paid up(otherwise than in advance of calls) on the shares during any portion or portions of the periodin respect of which the dividend is paid.

Unless otherwise provided by the rights attached to any share, no dividends payable by theCompany shall bear interest as against the Company.

The Company in general meeting may, on the recommendation of the Board, by ordinaryresolution direct that payment of any dividend declared may be satisfied wholly or partly bythe distribution of assets, and in particular, of fully paid shares or debentures of any othercompany.

The Board may, with the prior authority of an ordinary resolution of the Company and providedthe Company has sufficient undistributed profits or reserves to give effect to it, offer the holdersof ordinary shares the right to elect to receive ordinary shares credited as fully paid in wholeor in part instead of cash in respect of the whole or some part of any dividend specified in theresolution.

Any dividend unclaimed for a period of 12 years after having become due for payment shall(if the Board so resolves) be forfeited and shall revert to the Company.

Annex I: 21.2.1

and 21.2.2

Annex I: 21.2.1

Annex I: 21.2.3

Annex III: 4.5

72

(iii) Return of capital

On a winding-up of the Company, the surplus assets remaining after payment of all creditorsshall be divided among the members in proportion to the capital which, at the commencementof the winding up, is paid up on their respective shares or the liquidator may, with the sanctionof a special resolution of the Company (and any other sanction required by law), divideamongst the members in specie the whole or any part of the assets of the Company in suchmanner as shall be determined by the liquidator.

(c) Transfer of shares

Save in the case of shares which have become participating securities for the purposes of the CRESTRegulations, title to which may be transferred by means of a relevant system such as CREST withouta written instrument, all transfers of shares must be effected by an instrument of transfer in writing inany usual form or in any other form approved by the Board. The instrument of transfer shall beexecuted by or on behalf of the transferor and (in the case of a transfer of a share which is not fullypaid up) by or on behalf of the transferee. The Board may, in its absolute discretion, refuse to registerany transfer of certificated shares unless it is:

(i) in respect of a share which is fully paid up;

(ii) in respect of a share on which the Company has no lien;

(iii) in respect of only one class of shares;

(iv) in favour of a single transferee or not more than four joint transferees;

(v) duly stamped (if so required); and

(vi) delivered for registration to the registered office of the Company (or such other place as theBoard may from time to time determine) accompanied by the relevant share certificate(s) andsuch other evidence as the Board may reasonably require to prove the title of the transferor andthe due execution by him of the transfer or, if the transfer is executed by some other person onhis behalf, the authority of that person to do so,

provided that the Board may not exercise such discretion in such a way as to prevent dealings in suchshares from taking place on an open and proper basis.

The Board shall register a transfer of title to any uncertificated share, except the Board may refuse(subject to any relevant requirements of the London Stock Exchange) to register the transfer of anuncertificated share which is in favour of more than four persons jointly or in any other circumstancespermitted by the CREST Regulations.

If the Board refuses to register a transfer of a share it must, within two months after the date on whichthe transfer was lodged with the Company, send notice of the refusal to the transferee together withits reasons for refusal.

There exist no provisions in the Articles that would delay, defer or prevent a change of control in theCompany.

(d) Disclosure of interests in shares

The provisions of rule 5 of the Disclosure and Transparency Rules govern the circumstances in whicha person may be required to disclose his interests in the share capital of the Company. Inter alia, thisrequires a person who is interested in three per cent. or more of the voting rights in respect of theCompany’s issued ordinary share capital to notify his interest to the Company (and above that level,any change in such interest equal to one per cent. or more). In addition, the City Code contains furtherprovisions pursuant to which a person may be required to disclose his interests in the share capital ofthe Company.

Annex I: 21.2.7

73

Pursuant to the Articles, if a member, or any other person appearing to be interested in shares held bythat member, has been issued with a notice pursuant to section 793 of the Act and has failed in relationto any shares (the “default shares”) to give the Company the information thereby required within theprescribed period from the date of the notice or, in purported compliance with such notice, has madea statement which is false or inadequate in a material particular, then the Board may, at least 14 daysafter service of the notice, serve on the holder of such default shares a notice (“disenfranchisementnotice”) pursuant to which the following sanctions shall apply:

(i) the member shall not, with effect from the service of the disenfranchisement notice, be entitledin respect of the default shares to be present or to vote (either in person or by proxy) at anygeneral meeting or at any separate meeting of the holders of any class of shares of the Companyor on any poll or to exercise any other right conferred by membership in relation to any suchmeeting or poll; and

(ii) where the default shares represent at least 0.25 per cent. in nominal value of their class:

(A) any dividend or other money payable in respect of the shares shall be withheld by theCompany which shall not have any obligation to pay interest on it and the member shallnot be entitled to elect in the case of a scrip dividend to receive shares instead of thatdividend; and

(B) subject, in the case of uncertificated shares to the CREST Regulations, no transfer, otherthan an approved transfer, of any shares held by the member shall be registered unless:

– the member is not himself in default as regards supplying the informationrequired; and

– the member proves to the satisfaction of the Board that no person in default asregards supplying such information is interested in any of the shares which arethe subject of the transfer.

The above sanctions shall also apply to any shares in the Company issued in respect of the defaultshares (whether on capitalisation, a rights issue or otherwise) unless a separate notice is issued inrespect of such further shares.

(e) Purchase of own shares

Subject to the provisions of the Act and to any rights for the time being attached to any shares, theCompany may with the sanction of a special resolution enter into any contract for the purchase of itsown shares.

(f) Variation of rights

Subject to the provisions of the Act and of the Articles, if at any time the share capital of the Companyis divided into shares of different classes, any of the rights attached to any share or class of share inthe Company may (unless otherwise provided by the terms of issue of the shares of that class) bevaried or abrogated in such manner (if any) as may be provided by such rights or, in the absence ofany such provision, either with the consent in writing of the holders of not less than three quarters innominal value of the issued shares of the class or with the sanction of a special resolution passed at aseparate general meeting of the holders of the shares of the class duly convened and held as providedin the Articles (but not otherwise) and may be so varied or abrogated whilst the Company is a goingconcern or while the Company is or is about to be in liquidation.

The quorum for such separate general meeting of the holders of the shares of the class shall be notless than two persons present holding or representing by proxy at least one-third in nominal value ofthe issued shares of the class in question (excluding any shares of that class held as treasury shares).

Annex I: 21.2.4

74

(g) General meetings

Subject to the provisions of the Act, annual general meetings shall be held at such time and place asthe Board may determine. The Board may convene any other general meeting whenever it thinks fit.A general meeting shall also be convened by the Board on the requisition of members in accordancewith the Act.

A general meeting of the Company (other than an adjourned meeting) shall be called by notice of:

• in the case of an annual general meeting, at least 21 clear days; and

• in any other case, at least 14 clear days.

The accidental omission to give notice of general meeting or, in cases where it is intended that it besent out with the notice, an instrument of proxy, or to give notice of a resolution intended to be movedat a general meeting to, or the non-receipt of any of them by, any person(s) entitled to receive the sameshall not invalidate the proceeding at that meeting and shall be disregarded for the purpose ofdetermining whether the notice of the meeting, instrument of proxy or resolution were duly given.

No business shall be transacted at any general meeting unless the requisite quorum is present whenthe meeting proceeds to business but the absence of a quorum shall not preclude the choice orappointment of a chairman which shall not be treated as part of the business of the meeting. Subjectto the provisions of the Articles, two persons entitled to attend and vote on the business to betransacted, each being a member present in person or a proxy for a member, shall be a quorum.

With the consent of any general meeting at which a quorum is present the chairman may, and shall ifso directed by the meeting, adjourn the meeting from time to time (or indefinitely) and from place toplace as he shall determine. The chairman may, without consent of the meeting, interrupt or adjournany general meeting if he is of the opinion that it has become necessary to do so in order to secure theproper and orderly conduct of the meeting or to give all persons entitled to do so a reasonableopportunity of speaking and voting at the meeting or to ensure that the business of the meeting isotherwise properly disposed of.

Notice of adjournment or of the business to be transacted at the adjourned meeting is not requiredunless the meeting is adjourned for 14 days or more, in which case at least 7 clear days’ notice isrequired. No business shall be dealt with at any adjourned meeting, the general nature of which wasnot stated in the notice of the original meeting.

(h) Board authorisation of conflicts

Subject to and in accordance with the Act and the provisions of the Articles, the Board may authoriseany matter or situation in which a Director has, or can have, a direct or indirect interest that conflicts,or may possibly conflict, with the interests of the Company. Any such authorisation shall be effectiveonly if:

(i) any requirement as to the quorum at any meeting of the Directors at which the matter isconsidered is met without counting either the conflicted Director or any other interestedDirector;

(ii) the matter or situation was agreed to and any relevant resolution was passed without countingthe votes of the conflicted Director and without counting the votes of any other interestedDirector; and

(iii) the conflicted Director has disclosed in writing all material particulars of the matter, office,employment or position which relates to the matter or situation which is the subject of theconflict or possible conflict.

(i) Directors’ interests

Provided permitted by any relevant legislation and provided that he has disclosed to the Board thenature and extent of his interest in accordance with the Articles, a Director, notwithstanding his office:

Annex I: 21.2.5

75

(i) may be party to or otherwise interested in any contract, arrangement, transaction or proposalwith the Company or in which the Company is otherwise interested;

(ii) may hold any other office or position of profit under the Company (except that of auditor of theCompany or of any subsidiary of the Company) and may act by himself or through his firm ina professional capacity for the Company;

(iii) may be a member of or a director or other officer of, or employed by, or a party to anytransaction or arrangement with, or otherwise interested in, any body corporate promoted by orpromoting the Company or in which the Company is otherwise interested or as regards whichthe Company has any powers of appointment; and

(iv) shall not, by reason of his office, be liable to account to the Company for any dividend, profit,remuneration, superannuation payment or other benefit which he derives from any such office,employment, contract, arrangement, transaction or proposal or from any interest in any suchbody corporate and no such contract, arrangement, transaction or proposal shall be avoided onthe grounds of any Director having any such interest or receiving any such dividend, profit,remuneration, payment or benefit.

(j) Directors’ ability to vote and count for quorum

A Director shall not vote on or be counted in the quorum in relation to, any resolution of the Boardor any committee of the Board concerning any transaction or arrangement with the Company in whichhe has an interest which may reasonably be regarded as likely to give rise to a conflict of interest, savethat a Director shall be entitled to vote and be counted in the quorum in respect of any resolution atsuch meeting if the resolution relates to one of the following matters:

(i) the giving to him of any guarantee, security or indemnity in respect of money lent orobligations incurred by him at the request of or for the benefit of the Company or any of itssubsidiary undertakings;

(ii) the giving to a third party of any guarantee, security or indemnity in respect of a debt orobligation of the Company or any of its subsidiary undertakings for which he himself hasassumed responsibility in whole or in part, either alone or jointly with others, under a guaranteeor indemnity or by the giving of security;

(iii) where the Company or any of its subsidiary undertakings is offering securities in which offerthe Director is or may be entitled to participate as a holder of securities or in the underwritingor sub-underwriting of which the Director is to participate;

(iv) relating to another company in which he and any persons connected with him do not to hisknowledge hold an interest in shares representing one per cent. or more of either any class ofthe equity share capital, or the voting rights, in such company;

(v) relating to an arrangement for the benefit of the employees of the Company or any of itssubsidiary undertakings which does not award him any privilege or benefit not generallyawarded to the employees to whom such arrangement relates;

(vi) concerning insurance which the Company proposes to maintain or purchase for the benefit ofDirectors or for the benefit of persons including Directors;

(vii) the funding of expenditure by one or more Directors in defending proceedings against him orthem or doing anything to enable such Directors to avoid incurring such expenditure providedthat such funding is consistent with, or no more beneficial to him or them than the provisionsof the Articles and is permitted pursuant to the provisions of the relevant legislation; or

(viii) the giving of an indemnity or indemnities in favour of one or more Directors which is/areconsistent with, or no more beneficial to him or them than any such indemnities provided

76

pursuant to the Articles (and provided such indemnities are permitted pursuant to the relevantlegislation).

A Director may not vote or be counted in the quorum on any resolution of the Board or committee ofthe Board concerning his own appointment as the holder of any office or position of profit with theCompany or any company in which the Company is interested (including fixing or varying the termsof such appointment or its termination).

Where proposals are under consideration concerning the appointments (including fixing or varyingthe terms of the appointment) of two or more Directors to offices or position of profit with theCompany or any company in which the Company is interested, such proposals may be divided and aseparate resolution considered in relation to each Director. In such case, each such Director (if nototherwise debarred from voting) is entitled to vote (and be counted in the quorum) in respect of eachresolution except that resolution concerning his own appointment.

(k) Directors

The Directors (other than alternate Directors) shall be entitled to receive by way of fees for theirservices as Directors such sum as the Board may from time to time determine (not exceeding£500,000 per annum in aggregate or such other sum as the Company in general meeting shall fromtime to time determine). Such sum (unless otherwise directed by the resolution of the Company bywhich it is voted) shall be divided among the Directors in such proportions and in such manner as theBoard may determine or, in default of such determination, equally (save where any Director has heldoffice for less than the whole of the relevant period in respect of which the fees are paid).

Each Director shall be entitled to be repaid all reasonable travelling, hotel and other expenses properlyincurred by them in or about the performance of his duties as Director. If by arrangement with theBoard any Director performs any special duties or services outside his ordinary duties as a Directorand not in his capacity as a holder of employment or executive office, he may be paid such reasonableadditional remuneration (whether by way of a lump sum or by way of salary, commission,participation in profits or otherwise) as the Board may from time to time determine.

(l) Pensions and benefits

The Board may exercise all the powers of the Company to provide pensions or other retirement orsuperannuation benefits and to provide death or disability benefits or other allowances or gratuities(whether by insurance or otherwise) for any person who is or who has at any time been a Director orany director of a subsidiary company of the Company or allied to or associated with the Company orsuch subsidiary or predecessor in business of the Company or any such subsidiary (and for anymember of his family including a spouse or former spouse or civil partner or former civil partner orany person who is or was dependent on him). For this purpose the Board may, inter alia, establish,maintain, subscribe and contribute to any scheme, institution, club, trust or fund and pay premiums.

(m) Indemnification of Directors

Subject to, and to the fullest extent permitted by, law, every Director and every director of anyassociated company, former Director, alternate Director secretary or other officer of the Company(other than an auditor) may (at the discretion of the Board) be fully indemnified out of the assets ofthe Company against all or any part of any costs, charges, losses, damages and liabilities incurred byhim in relation to anything done, omitted or alleged to have been done by him in the actual orpurported execution or discharge of his duties or exercise of his powers in relation to the Company orin connection with the Company’s activities as trustee of any occupational pension scheme, subject tothe exclusions set out in the Articles.

(n) Borrowing powers

Subject to the provisions of the Act and to the provisions set out in the Articles, the Board mayexercise all the powers of the Company to borrow money to guarantee, to indemnify and to mortgage

77

or charge its undertaking, property assets (present or future) and uncalled capital, or any part or partsthereof, and to issue debentures and other securities whether outright or as collateral security for anydebt, liability or obligation of the Company or any third party.

The aggregate principal amount at any one time outstanding in respect of monies borrowed or securedby the Company and its subsidiaries (exclusive of intra-group borrowings and after deducting cashdeposited) shall not at any time without the previous sanction of an ordinary resolution of theCompany, exceed the greater of £25 million and an amount equal to 3 times the aggregate of:

(i) the amount paid up (or credited as or deemed to be paid up) on the issued share capital of theCompany; and

(ii) the amount outstanding to the credit of the capital and revenue reserves of the Company andits subsidiaries, whether or not distributable (including any share premium account, capitalredemption reserve fund or revaluation reserve and credit or debit balance on any other reserve)after adding thereto or deducting therefrom any balance standing to the credit or debit of theincome statement of the Company and its subsidiaries,

all as shown in the relevant balance sheet of the Company and its subsidiaries but after anyadjustments, exclusions and deductions as set out in the Articles.

6. Directors and employees

6.1 The Directors and each of their respective functions are set out in Part I of this document.

6.2 The business address of the Directors is 146-158 Sarehole Road, Birmingham, B28 8DT.

6.3 Details of the length of service of each of the Directors to date in their current office are set out below:

CommencementName Age date in office

Luke Oliver Johnson 52 27 March 2014Paul Edward May 54 27 March 2014Christopher David Marsh 39 27 March 2014Lee Ginsberg 56 on AdmissionJames Michael Alexander Horler 49 30 April 2014

6.4 Details of any directorship that is or was in the last five years held by each of the Directors, and anypartnership of which each of the Directors is or was in the last five years a member in addition to theirdirectorships of the Company and its subsidiary undertakings are set out below:

Current PreviousName directorships and partnerships directorships and partnerships

Annex I: 16.1

AIM Sch 2 (g)(ii)

AMI Associates LimitedKensington Close ManagementCompany LimitedLa Boheme Limited (in liquidation)Hewmark LimitedLeonardo LimitedAMI Accountants LimitedM and N Management LimitedPVLStonebeach LimitedPVELSpice Bakery Limited

Creative Universal Designs LimitedHemel Secretarial Services Ltd(dissolved by voluntary liquidation)Retail and Shop Fittings Limited(dissolved)

Chris DavidMarsh

78

Paul EdwardMay

GRA LimitedBradden Properties LimitedLa Boheme Limited (in liquidation)Ambivent Limited Apo Sport LimitedChristian Lewis Performance andClassic Car Limited Malpass Direct LimitedPVHLStonebeach LimitedSpice Bakery Limited

Venex Technical DevelopmentsLimitedVenex Holdings LimitedPatienceform LimitedHannah Training Services LimitedVenex (Sales) LimitedFitness & Leisure Group (Holdings)LtdFitness & Leisure Group (Southern)LimitedHealthy Living Centres LimitedMotorcise LimitedBridge Highfield Estates Limited(now dissolved)

RCPPlayful Productions LLPThe Cobden Club Limited (inliquidation)Risk Capital LimitedSuperbrands LimitedCedar Pharma LimitedAPT Controls LimitedSynarbor PLCRisk Capital Partners II (GP) LimitedRisk Capital Partners II (Scotland)LimitedBeak Street Films LimitedTheatre Investment Fund LimitedFeng Sushi LimitedEgo Restaurants LimitedEgo Group LimitedEgo Restaurants Holdings Limited3Sixty Restaurants LimitedAKA Group Limited

Interquest (UK) LimitedInterquest Group PLCGiraffe Concepts Limited Clear Leisure plcSeafood Property Holdings LLP(dissolved by voluntary dissolution)Bookshop Acquisitions Limited (inliquidation)Borders (UK) Limited (in liquidation) Seafood Holdings LimitedAutomotive Repair Solutions Limited(in liquidation)RSA Adelphi Enterprises LimitedRSA AcademiesFlour Power City LimitedE2Exchange LimitedPhaidon Press LimitedAction on AddictionForestrox LimitedContiga Capital Management LLP

Luke OliverJohnson

79

Current PreviousName directorships and partnerships directorships and partnerships

Fiery Dragons LtdDraft House Holding LimitedMetrodome Group LimitedMetro Bank PLCPoseidon House Management LimitedRecruitment Capital Partners LLP London 8 Limited Cradley Brook Limited History Today LimitedPALPVHLSpice Bakery LimitedBread Acquisitions LimitedBuffet Restaurants LimitedStartup Britain The Bishopsgate Foundation Institution of Cancer Research: RoyalCancer Hospital (The) Cruise.Co (Holdings) Limited Majestic Bingo Limited Hermitage Valley Limited Halesend Estate LimitedRCP II Founder Partner LPRCP Co-Investment Partnership LPBread Holdings LimitedICR Enterprises LimitedNeilson Active Holidays (Holdings)Limited The Career Colleges Company (UK)Limited Centre for Entrepreneurs Limited Chrysalis Vision Limited The Curious Cook Limited The Genuine Dining Co. Limited Harbour & Jones Limited Grand Union Company Limited

Luke OliverJohnson(continued)

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6.5 Directors’ confirmations

(a) Paul May and Chris Marsh were directors of La Boheme Limited at the time that the companyentered administration on 12 January 2010. Liquidators were appointed on 22 September 2010and the company is currently in liquidation. No deficit is expected to accrue to creditors.

(b) Luke Johnson was a director of Just Tyres Holdings Limited when it was put into administrativereceivership 11 October 2001. The company was dissolved on 17 July 2007.

(c) Luke Johnson was a director of the following companies in the 12 months prior to them beingput into administrative receivership:

The company entered administrative receivership on22 July 1997 after Luke Johnson resigned as a directoron 11 March 1997. The company was dissolved on30 August 2002.

Utility Cable PLC The company entered administrative receivership on14 September 1998 after Luke Johnson resigned as adirector on 22 May 1998. The company was dissolved on2 August 2007.

Sunday Business NewspapersLimited

Cartwheel Recruitment LimitedEgo Group LimitedEgo Restaurants Holdings LimitedEgo Restaurants Limited Charterhouse Leisure Limited3Sixty Restaurants LimitedRocket (Canary Wharf) LimitedRocket Restaurants LimitedLa Sala Limited

James Horler Limited (dissolved)James MichaelAlexanderHorler

D.P. Newcastle LimitedOriole Restaurants LimitedMothercare PLCD A Hall Trading LimitedDaht LimitedTrinity Mirror Plc

The Bulb Man (UK) Limited(dissolved)Domino’s Pizza Group PlcDomino’s Pizza UK & IrelandLimitedDP Capital LimitedDP Group Developments LimitedDP Realty LimitedDP Peterborough LimitedDP Milton Keynes LimitedDPG Holdings LimitedDomino’s Leasing LimitedDomino’s Pizza Germany (Holdings)LimitedDomino’s Pizza Germany LimitedDomino’s Pizza West Country LimitedMLS LtdAmerican Pizza Company Limited(dissolved)Live Bait Limited (dissolved)DP Beach A LimitedDP Beach B LimitedDP Shayban Limited

Lee DaleGinsberg

81

(d) Luke Johnson was a director of the following companies when they were put into liquidation:

The company entered creditors’ voluntary liquidation on2 June 1999 and the company was dissolved on23 September 2003.

The company entered members' voluntary liquidation on17 July 2013 and is currently in liquidation.

(e) Luke Johnson was a director of Automative Repair Solutions Limited in the 12 months prior toit being put into liquidation. Luke Johnson resigned as a director on 4 October 2011 and thecompany was wound up by the court on 3 September 2012.

(f) Luke Johnson was a director of the following companies in the 12 months prior to them beingput into administration:

The company entered administration on 30 November2009 after Luke Johnson resigned as a director on16 July 2009. The company was dissolved on22 February 2013.

Borders (UK) Limited The company entered administration on 26 November2009 after Luke Johnson resigned as a director on16 July 2009. The company was dissolved on 27 August2011.

6.6 Save as disclosed in paragraph 6.5 above, at the date of this document none of the Directors namedin this document:

(a) has any unspent convictions in relation to indictable offences;

(b) has been declared bankrupt or has entered into an individual voluntary arrangement;

(c) was a director of any company at the time of or within the 12 months preceding anyreceivership, compulsory liquidation, creditors’ voluntary liquidation, administration,company voluntary arrangement or any composition or arrangement with its creditors generallyor any class of its creditors with which such company was concerned;

(d) was a partner in a partnership at the time of or within the 12 months preceding a compulsoryliquidation, administration or partnership voluntary arrangement of such partnership;

(e) has had his assets the subject of any receivership or was a partner in a partnership at the timeof or within the 12 months preceding any assets thereof being the subject of a receivership; or

(f) has been the subject of any public criticisms by any statutory or regulatory authority (includingany recognised professional body) nor has ever been disqualified by a court from acting as adirector of a company or from acting in the management or conduct of the affairs of anycompany.

6.7 Details of the number of the Group’s employees for the period covered by the financial informationset out in Part III are as follows:

Average numberPeriod of employees

Financial year ended 30 September 2011 1,295Financial year ended 30 September 2012 1,558Financial year ended 30 September 2013 1,909Six months ended 31 March 2014 1,992

Income Tax Professionals Limited

The Cobden Club Limited

Bookshop Acquisitions Ltd

AIM Sch 2

(g)(iii)-(viii)

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6.8 As at 31 March 2014, the employees of the Group were employed as follows:

Directors 4Management 68Production 199Sales 1,715 ––––––––Total 1,986 ––––––––

7. Directors’ and other interests

7.1 The interests of the Directors, their immediate families and any persons connected with them (withinthe meaning of section 252 of the Act) (all of which, unless otherwise stated, are beneficial) in theissued share capital of the Company as at the date of this document and as they are expected to beprior to and immediately following Admission are/will be as follows:

As at the date of Immediately following this document Admission

Percentage Percentage Number of of issued Number of of issued Ordinary Ordinary Ordinary OrdinaryDirector Shares Shares Shares Shares

Luke Johnson 56,579,1241 70.1 42,668,004 42.7Paul May 8,014,0692 9.93 5,060,000 5.1Chris Marsh 1,370,620 1.7 516,052 0.5James Horler Nil Nil 294,116 0.3Lee Ginsberg Nil Nil 58,823 0.1

Notes:

1 Includes 5,082,354 Ordinary Shares held by Liza Johnson. See also paragraph 7.3 below.

2 Includes 2,954,069 Ordinary Shares held by Katherine May. See also paragraph 7.3 below.

7.2 Save as disclosed above, none of the Directors nor any member of his immediate family nor anyperson connected with him (within the meaning of section 252 of the Act) holds or is beneficially ornon-beneficially interested, directly or indirectly, in any shares or options to subscribe for, orsecurities convertible into, shares of the Company or any of its subsidiary undertakings.

7.3 Each of Luke Johnson, Paul May, Ben Redmond and Mark Farrer-Brown are members of RCP andtherefore beneficially interested in the 6,992,937 Ordinary Shares held by RCP all of which are to besold on Admission pursuant to the Placing.

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Annex I: 17.2

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7.4 In addition to the interests of the Directors set out in paragraph 7.1 above, as at the date of thisdocument, insofar as is known to the Company, the following persons are, or will at Admission be,interested in three per cent. or more of the issued share capital of the Company:

As at the date of Immediately following this document Admission

Percentage Percentage Number of of issued Number of of issued Ordinary Ordinary Ordinary OrdinaryName Shares Shares Shares Shares

Old Mutual Global Investors (UK) Limited Nil Nil 8,233,529 8.2Blackrock Investment Management (UK) Limited Nil Nil 7,462,881 7.5Ben Redmond1 2,563,424 3.18 2,491,776 2.5Mark Farrer-Brown1 2,563,424 3.18 2,088,421 2.1Victor Scalzo 2,649,763 3.28 529,953 0.5RCP1 6,992,937 8.66 Nil Nil

Note: See also paragraph 7.3 above.

7.5 Save as disclosed above, there are no persons, so far as the Company is aware, who are or will beimmediately following Admission interested in three per cent. or more of the Company’s issued sharecapital, nor, so far as the Company is aware, are there any persons who at the date of this documentor immediately following Admission, directly or indirectly, jointly or severally, exercise or couldexercise control over the Company.

7.6 Save as disclosed in this document, there are no arrangements known to the Company, the operation ofwhich may at a subsequent date result in a change in control of the Company.

7.7 The Company’s share capital consists of one class of ordinary shares with equal voting rights (subjectto the Articles). No major Shareholder of the Company has any different voting rights from the otherShareholders.

7.8 Save as disclosed in this document, no Director is or has been interested in any transactions which areor were unusual in their nature or conditions or significant to the business of the Company or theGroup during the current or immediately preceding financial year or which were effected during anyearlier financial year and remain in any respect outstanding or unperformed.

7.9 There are no outstanding loans or guarantees provided by the Company or the Group or to or for thebenefit of any of the Directors.

7.10 Save as disclosed in paragraph 7.11 below, there have been no related party transactions of the kindset out in the Standards adopted according to the Regulation (EC) No 1606/2002 that the Companyhas entered into since 30 September 2013.

7.11 During the period 1 October 2013 to 13 May 2014 (being the latest practicable date prior to thepublication of this document), PAL paid Finance Investments Limited (trading as Excel Insurance),of which Paul May is a minority shareholder, £12,250 in advisory fees.

7.12 No Director nor any member of his immediate family nor any person connected with him (within themeaning of section 252 of the Act) has a Related Financial Product (as defined in the AIM Rules forCompanies) referenced to Ordinary Shares.

8. Directors’ remuneration and service agreements

8.1 Pursuant to the terms of a letter of engagement with the Company dated 14 May 2014, Luke Johnsonhas agreed to serve as Executive Chairman (and chairman of the remuneration committee) for anannual fee of £60,000. This appointment is terminable by either party giving not less than one months’

Annex I: 18.4

Annex I: 18.2

AIM Sch 2(i)

Annex I 18.3

Annex I: 19

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84

notice in writing but, will terminate automatically if Mr Johnson is removed from office by resolutionof the Shareholders or is not re-elected to office.

8.2 Paul May is employed as Chief Executive Officer pursuant to the terms of a service agreement withthe Company dated 14 May 2014. The agreement is terminable by either party on not less than 12months’ written notice. Mr May is paid a basic annual salary of £275,000 and may be entitled toreceive a discretionary bonus as the Remuneration Committee determines from time to time. His basicsalary is subject to annual review by the Remuneration Committee but there is no obligation toincrease Mr May’s basic salary. Mr May is also entitled to an annual car allowance of £7,500. Mr Mayis subject to certain non-competition and non-solicitation covenants for a period of 12 months’following the termination of his employment. The agreement is governed by English law.

8.3 Chris Marsh is employed as Finance Director pursuant to the terms of a service agreement with theCompany dated 14 May 2014. The agreement is terminable by either party on not less than 12 months’written notice. Mr Marsh is paid a basic annual salary of £200,000 and may be entitled to receive adiscretionary bonus as the Remuneration Committee determines from time to time. His basic salaryis subject to annual review by the Remuneration Committee but there is no obligation to increaseMr Marsh’s basic salary. Mr Marsh also receives an annual car allowance of £7,500. Mr Marsh issubject to certain non-competition and non-solicitation covenants for a period of 12 months’following the termination of his employment. The agreement is governed by English law.

8.4 Pursuant to the terms of a letter of engagement with the Company dated 14 May 2014, Lee Ginsberghas agreed to serve as a Non-executive Director (Deputy Chairman, Senior Independent Director andChairman of the Audit Committee) for an annual fee of £50,000. This appointment is terminable byeither party giving not less than one months’ notice in writing, but will terminate automatically if MrGinsberg is removed from office by a resolution of the Shareholders or is not re-elected to office.

8.5 Pursuant to the terms of a letter of engagement with the Company dated 30 April 2014, James Horlerhas agreed to serve as a Non-executive Director for an annual fee of £30,000. This appointment isterminable by either party giving not less than one months’ notice in writing, but will terminateautomatically if Mr Horler is removed from office by a resolution of the Shareholders or is not re-elected to office.

8.6 Save as disclosed in this document there are no service agreements or agreements for the provision ofservices existing or proposed between the Directors and the Company or the Group.

9. The ESOS and the LTIP

The following is a summary of the rules of the ESOS to be adopted by the Company shortly afterAdmission:

9.1 The ESOS

(a) Eligibility

All employees and directors of the Group, required to devote substantially the whole of theirworking time to the Group will be eligible to participate in the ESOS provided that at the dateof grant of an option and during the preceding 12 months they do not hold a material interestin a Group company which is a close company.

(b) Operation

The ESOS shall be administered by the Remuneration Committee.

(c) Grant of options

Options may be granted by the Remuneration Committee during the period of 42 days from thedate of Admission and thereafter in a period of 42 days starting on the date of an announcementof the Company’s interim or final results, or a date on which an admission document or

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85

prospectus relating to the Company’s shares are issued. If the Remuneration Committee deemsthat exceptional circumstances exist to justify it, options may be granted at other times.

The Remuneration Committee shall specify objective conditions or performance targets to besatisfied before an option may be exercised. The Remuneration Committee may amend orwaive the conditions to ensure that they achieve their purpose, provided that the amendedconditions are not more difficult to achieve than those previously imposed.

No payment will be required for the grant of an option.

(d) Exercise price

The exercise price of options shall not be less than the higher of the market value of theunderlying shares at the date of grant and their nominal value. Whilst the Company remainsquoted on AIM, the market value shall be the average closing middle market quotation of anordinary share over the five business days immediately prior to the date of grant.

(e) Share capital limit

No option which is to be satisfied on exercise by the issue of new shares (or re-issue of treasuryshares), may be granted on any date if the number of shares to which it relates when aggregatedwith the number of shares issued (or re-issued as treasury shares) or remaining capable of issue(or re-issue) by virtue of options or other rights granted or made in the preceding ten yearsunder the ESOS and any other employees’ share scheme operated by the Company wouldexceed 10% of the issued share capital of the Company at that time.

(f) Individual limit

No option may be granted to an employee or director under the ESOS if it would at the date ofgrant cause the market value of shares which that employee or director may acquire pursuantto the ESOS, when aggregated with the market value of shares under outstanding optionsgranted to him under any other share option scheme pursuant to schedule 4, Income Tax(Earnings and Pensions) Act 2003 operated by the Company, to exceed £30,000.

(g) Exercise of options

Options will vest and may be exercised over a vesting period determined by the Committeewhich shall not exceed five years. Phased vesting of shares over the period may be specified bythe Remuneration Committee at the time of grant Options.

If an option holder leaves the employment of the Group due to redundancy, retirement, injury,disability, ill-health, or as a result of a subsidiary being transferred out of the Group, any vestedoptions may be exercised within six months after the date of cessation of employment withinthe Group, together with such number of unvested options as the Remuneration Committeeshall determine (calculated on the basis of the proportion of the vesting period during whichthe option holder was employed by the Group). The Remuneration Committee may adjust suchnumber of shares vesting to the extent that performance conditions have not have been satisfiedover the period to the date of cessation.

If an option holder dies, the option holders’ personal representatives may exercise theparticipant’s vested options during the period of 12 months following death. A proportion ofunvested options may be exercised as determined by the Remuneration Committee on the basisof the proportion of the vesting period during which the option holder was employed by theGroup. The Remuneration Committee may adjust such number of shares vesting, to the extentthat performance conditions have not been satisfied over the period to the date of death.

If an option holder leaves the employment of the Group for any other reason, any vested andunvested options shall lapse at the date of cessation of employment, unless the RemunerationCommittee exercises its discretion (fairly and reasonably) to allow a number of unvested

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options to vest based on the proportion of the vesting period during which the option holderwas employed by the Group and the achievement of performance conditions.

Early exercise of unvested options is permitted in the event of a takeover, amalgamation orwinding up of the Company over such number of shares as is specified by the RemunerationCommittee (based on the extent to which any performance conditions have been satisfied andthe extent to which the vesting period has elapsed at the date of the change of control). In somecircumstances options may be exchanged for equivalent options over shares in the acquiringcompany.

A cashless exercise mechanism to permit option holders to fund the exercise price out of thesale proceeds of shares or out of salary payments may also be offered by the Company.

(h) Lapse of options

Unless the Remuneration Committee determines otherwise on the making of an Award, optionswill lapse on the fifth anniversary of the date of grant or, if earlier, on the winding up of theCompany, bankruptcy of the option holder or at the end of any specified period for exercise oncessation of employment within the Group or following a change of control.

(i) Variations in share capital

The number of shares comprised in an option and/or the exercise price may be adjusted in suchmanner as the Remuneration Committee considers fair and reasonable in the event of acapitalisation issue, offer by way of rights (including an open offer) or on any sub-division,reduction, consolidation or other variation of the Company’s share capital.

(j) Rights attaching to shares

If shares are to be allotted and issued to an option holder on exercise of an option, the Companyshall apply for such shares to be admitted to AIM. Such shares will rank pari passu with allother issued shares of the Company except for any rights determined by reference to a datepreceding the date on which the option is exercised.

(k) Amendments

The ESOS may be amended at any time by the Remuneration Committee, provided that noamendments may be made, to the benefit of participants, to the provisions relating to theeligibility of participants, the share capital and individual participation limits, the basis fordetermining a participant’s entitlement to shares and any adjustment thereof in event of avariation in the Company’s share capital, without prior approval of the Company in generalmeeting (except in relation to minor amendments to benefit the administration of the ESOS, totake account of a change in legislation or to obtain or maintain favourable taxation, exchangecontrol or regulatory treatment).

No amendment may be made which would adversely affect the subsisting rights of a participantunless a majority of participants consent to the making of that amendment.

(l) General

The Company may terminate the ESOS at any time. Subject to such termination the ESOS willterminate 10 years from the date of its adoption.

Holders of options under the ESOS are required to indemnify the Group for any income tax,employee’s and employer’s national insurance contributions which arise on exercise of theoptions granted pursuant to the ESOS, and to make such arrangements for satisfaction of thoseliabilities as the Remuneration Committee agrees.

Benefits received under the ESOS shall not be pensionable.

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9.2 The LTIP

The following is a summary of the rules of the LTIP:

(a) Eligibility

All employees and directors of the Group will be eligible to participate in the LTIP.

(b) Awards under the LTIP

Awards may be granted under the LTIP as conditional rights to acquire shares or options.

(c) Grant of award

Awards may be granted by the Remuneration Committee during the period of 42 days from thedate of Admission and thereafter in a period of 42 days starting on the date of an announcementof the Company’s interim or final results, or a date on which listing particulars relating to theCompany’s shares are issued, or within the 42 day period prior to the occurrence of an adversechange to a Participant’s tax position. If the Committee deems that exceptional circumstancesexist to justify it, options may be granted at other times.

The Remuneration Committee shall specify objective conditions or performance targets to besatisfied before an award vests. The Remuneration Committee may amend or waive theconditions to ensure that they achieve their purpose, provided that the amended conditions arenot more difficult to achieve than those previously imposed.

No payment will be required for the grant of an award.

(d) Share capital limit

No award which is to be satisfied on exercise by the issue of new shares (or re-issue of treasuryshares), may be granted on any date if the number of shares to which it relates when aggregatedwith the number of shares issued (or re-issued as treasury shares) or remaining capable of issue(or re-issue) by virtue of options or other rights granted or made in the preceding ten yearsunder the LTIP and any other employees’ share scheme operated by the Company wouldexceed 10% of the issued share capital of the Company at that time.

(e) Vesting of awards

Awards will vest over a vesting period determined by the Remuneration Committee which shallnot exceed five years. Phased vesting of shares over the period may be specified by theRemuneration Committee at the time of grant.

A number of shares pursuant to unvested awards may vest in the event that a participant leavesthe employment of the Group due to redundancy, retirement, injury, disability, ill-health, or asa result of a subsidiary being transferred out of the Group, or any other reason that theRemuneration Committee may determine. The number of shares vesting shall be calculated atthe end of the vesting period based on the proportion of the vesting period during which theparticipant was employed by the Group. The Remuneration Committee may adjust suchnumber of shares vesting where the performance conditions the subject of the award have notbeen satisfied over the period to the date of cessation. Vested awards in the form of options willremain capable of exercise during the period of six months from the date of cessation ofemployment within the Group.

If a participant dies, the Remuneration Committee shall determine the number of shares thesubject of an unvested award which shall vest based on the proportion of the vesting periodduring which the participant was employed by the Group. The Remuneration Committee mayadjust such number of shares vesting where the performance conditions the subject of theaward have not been satisfied over the period to the date of death. Vested awards in the form ofoptions will remain capable of exercise during the period of 12 months from the date of death.

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Where participants give or receive notice to terminate any office or employment incircumstances other than those mentioned above all awards shall lapse at the date such noticeof termination is given or received (whether or not vested).

In the event of a takeover, amalgamation or winding up of the Company, unvested awards mayvest over such number of shares as is specified by the Remuneration Committee. This will becalculated on the basis of the proportion of the vesting period which has elapsed up to the dateof the change of control and the extent to which the performance conditions have beensatisfied, or on such other terms as the Remuneration Committee acting fairly and reasonablymay determine in its absolute discretion. In some circumstances awards may be exchanged forequivalent awards over shares in the acquiring company.

(f) Consequences of vesting

On vesting of a conditional award the Remuneration Committee shall issue or transfer therelevant shares to the participant. Options shall become exercisable on vesting and for theremainder of the period of five years from the date of grant, subject to the lapse provisions.

(g) Dividend equivalent payments

The Remuneration Committee has a discretion prior to vesting of an award to make a paymentin cash or shares equal in value to the dividends that would have been paid on the vested sharesin respect of dividend record dates occurring during the vesting period, subject to deduction ofapplicable taxes.

(h) Lapse of awards

Unless the Remuneration Committee determines otherwise on the making of an Award,Awards will lapse on the fifth anniversary of the date of grant or, if earlier, on the winding upof the Company, bankruptcy of the participant, or at the end of any period specified oncessation of employment or following a change of control.

(i) Variations in share capital

The number of shares comprised in an award may be adjusted in such manner as theRemuneration Committee considers fair and reasonable in the event of a capitalisation issue,offer by way of rights (including an open offer) or on any sub-division, reduction, consolidationor other variation of the Company’s share capital.

(j) Rights attaching to shares

If shares are to be allotted and issued to a participant following vesting or exercise of an award,the Company shall apply for such shares to be admitted to AIM. Such shares will rank paripassu with all other issued shares of the Company except for any rights determined byreference to a date preceding the date on which the award vests, or the date on which an optionis exercised.

(k) Amendments

The LTIP may be amended at any time by the Remuneration Committee, provided that noamendments may be made, to the benefit of participants, to the provisions relating to theeligibility of participants, the share capital limits, the basis for determining a participant’sentitlement to shares and any adjustment thereof in event of a variation in the Company’s sharecapital without prior approval of the Company in general meeting (except in relation to minoramendments to benefit the administration of the LTIP, to take account of a change in legislationor to obtain or maintain favourable taxation, exchange control or regulatory treatment).

No amendment may be made which would adversely affect the subsisting rights of a participantunless a majority of participants consent to the making of that amendment.

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(l) General

The Company may terminate the LTIP at any time. Subject to such termination the LTIP willterminate 10 years from the date of its adoption.

Participants under the LTIP are required to indemnify the Group for any income tax,employee’s and, to the extent notified by the Remuneration Committee to the participant at thedate of notification of the award, any employer’s national insurance contributions which arisein respect of awards, and to make such arrangements for satisfaction of those liabilities as theRemuneration Committee agrees.

Benefits received under the LTIP shall not be pensionable.

At the discretion of the Remuneration Committee, the LTIP may be extended to overseasemployees of the Group subject to such modifications as the directors shall considerappropriate to take into account local tax, exchange control or securities laws.

10. Taxation

The following statements are intended only as a general guide current as at 13 May 2014 (being thelatest practicable date prior to publication of this document) to United Kingdom tax legislation and tothe current practice of the HMRC and do not constitute tax advice. They may not apply to certaincategories of shareholder, such as dealers in securities. Levels and bases of taxation are subject tochange. Any person who is in any doubt as to their tax position or who is resident for tax purposesoutside the United Kingdom is strongly recommended to consult their professional advisersimmediately.

10.1 Stamp Duty and Stamp Duty Reserve Tax

The UK government has announced its intention to offer full relief from stamp duty and stamp dutyreserve tax (“SDRT”) on transactions in shares admitted to trading only on “recognised growthmarkets”, including AIM, with effect from 28 April 2014. The legislation giving effect to this measure(Finance Bill 2014) is not expected to receive Royal Assent until late July 2014. Transfers of sharesin the Company will qualify for this relief.

The UK has specific statutory procedures enabling tax laws to be changed with immediate effect ona provisional basis pending passing of the relevant implementing legislation. Those procedures havebeen invoked by the Government in order to give effect to the relief from SDRT, with the result thatas a matter of law SDRT is no longer chargeable in respect of qualifying agreements to transfer shares.However, those procedures do not enable immediate effect to be given to the relief from stamp duty.In consequence of this, stamp duty will technically remain payable on documents of transfer relatingto Ordinary Shares in the Company until Royal Assent of the Finance Bill 2014 notwithstanding theannounced policy.

On the assumption that the relevant provisions of the Finance Bill 2014 are enabled in their currentform, the relief from stamp duty will be backdated to 28 April 2014 and, if any stamp duty has beenpaid after that date on a document transferring Ordinary Shares in the Company pursuant to anagreement made after 28 April 2014, it will be refundable after Royal Assent. In the meantime it isunderstood that HMRC does not intend to seek to levy stamp duty on documents of transfer of sharesadmitted to trading on recognised growth markets.

If at any point prior to Royal Assent of the Finance Bill 2014 a document effecting a transfer ofOrdinary Shares attracting stamp duty is created, the purchaser will need to ensure that the documentis duly stamped before the transfer can be recorded on the Company’s register of members. Where

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stamp duty would be due in the absence of the new relief, this will necessitate submitting thedocument to HMRC for adjudication as exempt on a discretionary basis.

Where a transfer of Ordinary Shares is settled within CREST in the usual way, and therefore nodocument effecting or acting as a memorandum of that transfer is created, no liability to stamp dutywill arise and the new relief from SDRT will be fully effective.

If the relevant provisions of the Finance Bill 2014 were not passed into law, the relief from SDRT ontransactions in shares admitted to trading on AIM would fall away with prospective (rather thanretrospective) effect. The position in relation to any stamp duty liabilities arising during theintervening period would be unclear.

10.2 Dividends

The United Kingdom taxation implications relevant to the receipt of dividends on the new OrdinaryShares are as follows:

There is no United Kingdom withholding tax on dividends. Individual holders of new Ordinary Shareswill be taxable on the total of the dividend and the related notional tax credit (“gross dividend”),which will be regarded as the top slice of the individual’s income.

The notional tax credit on dividends is one-ninth of the dividend paid (or 10 per cent. of the aggregateof the dividend and the tax credit). For individuals, the income tax rates on dividend income are suchthat basic rate taxpayers will have no further tax liability on a dividend receipt. Individuals who paytax at the higher rate of 40 per cent. will pay tax on dividends at 32.5 per cent. such that a higher ratetaxpayer receiving a dividend of £90 will be treated as having gross income of £100 (the net dividendof £90 plus a tax credit of £10) and after allowing for the tax credit of £10 will have a further£22.50 liability. An individual who receives a dividend falling above the threshold for higher rate taxwill be subject to tax on the gross dividend exceeding the threshold at the rate of 37.5 per cent.

Generally, holders of new Ordinary Shares will not be entitled to reclaim the tax credit attaching toany dividends paid.

A holder of new Ordinary Shares which is a company resident for tax purposes in the United Kingdomwill have to pay corporation tax in respect of any dividends it receives from another company residentfor tax purposes in the United Kingdom, unless the dividends fall within an exempt class and certainother conditions are met. Whether an exempt class applies and whether the other conditions are metwill depend on the circumstances of the particular UK resident company shareholder, although it isexpected that the dividends paid would normally be exempt.

Shareholders resident for tax purposes outside the UK may be subject to foreign taxation on dividendsreceived on their new Ordinary Shares or in respect of other transactions relating to the shares underthe tax law of their country of residence. Such shareholders will not be subject to any further UK taxon their dividends where they have no other sources of income from the UK and do not have aUK representative or, in the case of trustees, where there are no UK resident beneficiaries of the trust.Entitlement to claim repayment of any part of a tax credit, however, will depend, in general, on theexistence and terms of any double tax convention between the United Kingdom and the country inwhich the holder is resident (however, given the rate of the tax credit on dividends, any suchrepayment may not be significant). Non-UK resident shareholders should consult their own taxadvisers as soon as possible concerning their tax liability on dividends received; what relief, credit orentitlement to a refund of any tax credit may be available in the jurisdiction in which they are residentfor tax purposes; or other taxation consequences arising from their ownership of the new OrdinaryShares.

10.3 Disposal of shares acquired under the Placing

A Shareholder who is an individual resident or ordinarily resident for tax purposes in the UK whosells or otherwise disposes of his Ordinary Shares may, depending on the circumstances, incur aliability to UK tax on any capital gain realised. Capital gains tax is charged at a rate of 28 per cent.

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where total income and gains exceed the threshold for higher rate tax, and 18 per cent. if income andgains are below this level.

Corporate shareholders within the charge to UK corporation tax may be liable to corporation tax onany chargeable gains realised on the disposal of Ordinary Shares but will generally be entitled toindexation allowance in respect of these Ordinary Shares up until the date of disposal.

A Shareholder who is not resident or ordinarily resident for tax purposes in the UK will not normallybe liable for UK tax on capital gains realised on the disposal of his Ordinary Shares unless at the timeof the disposal such Shareholder carries on a trade (which for this purpose includes a profession orvocation) in the UK through a permanent establishment and such Ordinary Shares are to have beenused, held or acquired for the purposes of such UK permanent establishment. A shareholder who isan individual and who has, on or after 17 March 1998, ceased to be resident and ordinarily residentfor tax purposes in the UK for a period of less than five years of assessment and who disposes ofOrdinary Shares during that period may be or become liable to UK taxation of chargeable gains(subject to any available exemption or relief).

10.4 Tax reliefs

Entrepreneurs’ Relief may be available to reduce the rate of capital gains tax on a disposal of OrdinaryShares by a shareholder who is an officer or employee of the Company and who meets certain otherconditions, including holding at least 5 per cent. of the ordinary share capital and voting power of theCompany for a period of 12 months prior to any disposal. A holding in the shares of the Companymay qualify for other reliefs such as capital gains tax gift relief and inheritance tax business propertyrelief. However, individuals should seek confirmation as to whether any relief is available in their ownparticular circumstances at the relevant time.

Persons who are not resident in the United Kingdom should consult their own tax advisers onthe possible application of such provisions and on what relief or credit may be claimed for anysuch tax credit in the jurisdiction in which they are resident.

These comments are intended only as a general guide to the current tax position in the UnitedKingdom as at the date of this document. The comments assume that Ordinary Shares are heldas an investment and not as an asset of a financial trade and that any dividends paid are notforeign income dividends. If you are in any doubt as to your tax position, or are subject to taxin a jurisdiction other than the United Kingdom, you should consult your professional adviser.

11. Material contracts

The following contracts (not being contracts entered into in the ordinary course of business) have beenentered into by members of the Group (i) within the period of two years immediately preceding the date ofthis document and which are, or may be, material or (ii) which contain any provision under which anymember of the Group has an obligation or entitlement to the Group as at the date of this document:

(a) A placing agreement dated 14 May 2014 and made between (1) Canaccord Genuity (2) the Directors(3) the Selling Shareholders and (4) the Company pursuant to which Canaccord Genuity has agreed,subject to certain conditions, to act as agent for the Company and the Selling Shareholders and to useits reasonable endeavours to procure placees to subscribe and purchase (as the case may be) for thePlacing Shares at the Placing Price, or failing which to subscribe and/or purchase itself, as principal,for the Placing Shares at the Placing Price.

The Placing Agreement is conditional upon, inter alia, Admission occurring on or before 8.00 a.m. on19 May 2014 (or such later date as the Company and Canaccord Genuity may agree, being not laterthan 8.00 a.m. on 31 May 2014). The Placing Agreement contains warranties from the Company andthe Directors in favour of Canaccord Genuity in relation to, amongst other things, the accuracy of theinformation in this document and other matters relating to the Group and its business. It also containswarranties from the Selling Shareholders in favour of Canaccord Genuity in relation to, amongst otherthings, title to the Sale Shares. In addition, the Company and the Selling Shareholders agreed to

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indemnify Canaccord Genuity in respect of certain liabilities it may incur in respect of the Placing.Canaccord Genuity has the right to terminate the Placing Agreement in certain circumstances prior toAdmission, in particular, in the event of a breach of the warranties or a force majeure event.

Pursuant to the Placing Agreement, each of the Directors and the Selling Shareholders has undertakento the Company and Canaccord Genuity (subject to certain limited exceptions including transfers toconnected persons or to trustees for their benefit and disposals by way of acceptance of arecommended takeover offer for the entire issued share capital of the Company) not to dispose of theOrdinary Shares held by each of them following Admission or any other shares which may accrue tothem as a result of their holding of Ordinary Shares at any time prior to the date 12 months from thedate of the Placing Agreement (the “Lock-in Period”) without the prior written consent of CanaccordGenuity.

Furthermore, each of the Directors and the Selling Shareholders has also undertaken to the Companyand Canaccord Genuity not to dispose of their Ordinary Shares following the expiry of the Lock-inPeriod otherwise than through Canaccord Genuity for the period of 12 months following the expiryof the Lock-in Period.

The Placing Agreement is governed by English law and is subject to the exclusive jurisdiction of theEnglish courts.

(b) A nominated adviser and broker agreement dated 14 May 2014 and made between (1) the Companyand (2) Canaccord Genuity pursuant to which the Company has appointed Canaccord Genuity to actas nominated adviser and broker to the Company for the purposes of the AIM Rules for Companies.The Company has agreed to pay Canaccord Genuity a fee of £60,000 plus VAT per annum for itsservices as nominated adviser and broker under this agreement (to be reviewed on an annual basis).The agreement contains certain undertakings, warranties and indemnities given by the Company toCanaccord Genuity. The agreement is terminable upon not less than three months’ prior written noticeby either the Company or Canaccord Genuity.

(c) A share exchange agreement dated 14 May 2014 made between (1) the Company (2) PAL and (3) theshareholders of PAL pursuant to which the shareholders of PAL exchanged their shares in the capitalof PAL for shares in the capital of the Company prior to Admission.

(d) A relationship agreement dated 14 May 2014 and made between (1) the Company and (2) LukeJohnson to regulate the relationship between the Company and Luke Johnson after Admission. TheRelationship Agreement, which provides for the autonomous operation of the Company by the Boardindependently of Luke Johnson, will take effect on Admission and will be binding on Luke Johnsonuntil he ceases, directly or indirectly, to exercise control over at least 30 per cent. of the voting rightsin respect of the entire issued share capital of the Company. Pursuant to the Relationship Agreement,Luke Johnson also undertakes, amongst other things, that he will (and, in relation to his associates,will procure that each of his associates will): (i) conduct all transactions, agreements, relationshipsand arrangements with the Group on an arm’s length basis and on normal commercialterms; (ii) ensure that no contract of arrangement between him and any member of the Group isentered into or varied without the prior approval of a majority of independent Directors; and(iii) exercise his voting rights to procure in so far as he is able that the Company is able at all timesto carry on its business independently of Luke Johnson. The Relationship Agreement is governed byEnglish law and is subject to the exclusive jurisdiction of the English courts.

(e) A facility agreement dated 10 July 2007 and made between (amongst others), (1) PAL and (2) HSBCBank PLC (the “Lender”) (as amended and restated on 29 September 2010 and further amended on7 September 2011 and 28 September 2012 and further amended and restated on 22 November 2013and 28 February 2014 (the “Facility Agreement”) pursuant to which the Lender made available toPAL and certain of its subsidiaries sterling term and revolving credit facilities of £23,200,000 (the“Facilities”). The Facilities comprise (i) a £7,550,000 amortising term loan maturing on 30September 2017 (“Facility A”), (ii) a £7,550,000 bullet term loan maturing on 30 September 2018(“Facility B”), (iii) a £5,850,000 364 day bullet term loan maturing on 27 February 2015 (“Facility

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C”), (iv) a £2,000,000 revolving credit facility maturing on 30 September 2018 (the “CapexFacility”) and (v) a £250,000 revolving credit facility maturing on 30 September 2017 (the “RCF”).Facility A and Facility B were made available for the purposes of refinancing certain existingindebtedness of the Group to the Lender, Facility C was made available for the purpose of dischargingthe consideration in respect of the acquisition of the entire issued share capital in Philpotts, the CapexFacility is available towards capital expenditure relating to the roll out of new sites of the Group andthe RCF is available for the general corporate purposes of the Group. The rate of interest payable onborrowings is the aggregate of the applicable margin (3 per cent. for Facility C and ranging from 2.50 per cent. to 4 per cent. for Facility A and the RCF and 3 per cent. to 4.50 per cent. for Facility Band the Capex Facility depending on compliance with one of the financial covenants) and LIBOR. Inaddition certain arrangement fees payable in respect of the Facilities on-going commitment andmonitoring fees are payable. The Facility Agreement contains certain customary representations,undertakings and events of default and the Facilities are secured by cross guarantees and securitygranted by certain members of the Group.

The Facilities will terminate shortly after Admission and be replaced by the New RCF described insub-paragraph (f) below.

(f) Under the terms of a facility letter between HSBC Bank PLC (the “Bank”) and the Company dated13 May 2014 (the ‘‘Facility Letter’’), the Bank made available to the Company a revolving creditfacility of £3,000,000 (the “New RCF”). The New RCF is for a term of two years and is available forthe working capital purposes of the Company. The rate of interest payable on the New RCF is 1.5 percent. per annum above LIBOR. The Facility Letter contains certain customary representations,undertakings and events of default. The New RCF is guaranteed by certain members of the Group byway of a cross company guarantee granted to the Bank.

(g) A sale and purchase agreement dated 28 February 2014 for the acquisition of the entire issued sharecapital in Philpotts was entered into between (1) Richard Tonks, Suzanna Tonks, Katherine Tonks,Kevin Caven, Michael Kettle and Susan Ingleheart (the “Sellers”) and (2) PAL (the “PhilpottsSPA”). The consideration payable by PAL was £3,666,197.26, and is subject to adjustments inrelation to the net working capital value, such adjustments being secured by way of a retention amountof £200,000. The maximum amount of consideration payable is therefore £3,866,197.26. In additionto the consideration paid, PAL paid £2,203,802.74 to settle the existing debts of Philpotts to HambrosBank Limited at completion of the Philpotts SPA.

The Philpotts SPA contained a tax covenant which remains in force until 27 February 2021 andwarranties that remain force until 27 February 2016. The aggregate liability of PAL in respect of allclaims under the Philpotts SPA (including under the tax covenant) is limited to the purchase price.

The Philpotts SPA imposes restrictive covenants upon the Sellers, including but not limited to, withina period of years from the completion date, restrictions on soliciting employees of the PAL grouphaving an annual salary in excess of £30,000 or doing or seeking to do anything which causes or maycause any supplier who has supplied to the PAL group during the 12 month period immediately priorto the completion date to cease or materially reduce its supplies to the PAL group.

The Philpotts SPA is governed by English law and is subject to the exclusive jurisdiction of theEnglish courts.

(h) A sale and purchase agreement dated 22 May 2013 for the acquisition of Flour Power City Limitedwas entered into between (1) Luke Johnson and Joseph Tager and (2) PVHL (the “FPCL SPA”).

The total consideration payable by PVHL was £1,070,000, which was satisfied by (i) the payment of£53,532 in cash to Joseph Tager and (ii) the issue of £1,016,468 loan notes in PVHL to Luke Johnson,constituted and issued pursuant to a loan note instrument dated 15 September 2006. The FPCL SPAcontains no restrictive covenants or warranties. The FPCL SPA is governed by the laws of Englandand Wales and is subject to the exclusive jurisdiction of the English courts.

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(i) PVHL constituted two loan note instruments on 15 September 2006, (a) £4,493,050 8 per cent. securedinvestor loan notes 2016 (“Investor Loan Notes”) (together, the “Loan Notes”) and (b) £1,123,950 8per cent. secured managers’ loan notes 2016 (“Manager Loan Notes”). On 22 May 2013, the Companyand the Investor Loan Note holders entered into a deed of amendment pursuant to which they agreed toincrease the principal amount of the Investor Loan Notes from £4,493,050 to £5,509,518. The interestrate payable on both the Investor Loan Notes (as amended) and the Manager Loan Notes is 8 per cent.per annum, payable on redemption of the notes. The Investor Loan Notes and Manager Loan Notescontain certain redemption conditions pursuant to which the Loan Notes become immediatelyredeemable at par together with accrued interest on the occurrence of certain events including, amongstother things, floatation of PVHL or a Group Company. The Loan Notes are governed by the laws ofEngland and Wales and are subject to the exclusive jurisdiction of the English courts.

The Investor Loan Notes and Manager Loan Notes will be redeemed on Admission and repaid fromthe proceeds the of the Placing.

12. Working capital

In the opinion of the Directors having made due and careful enquiry, taking into account the bank and otherfacilities available to the Group and the net proceeds of the Placing, the working capital available to theGroup will be sufficient for its present requirements, that is for at least the next 12 months from the date ofAdmission.

13. Litigation

There are no governmental, legal or arbitration proceedings (including any such proceedings which arepending or threatened of which the Company is aware) during a period covering at least the 12 monthspreceding the date of this document which may have, or have had in the recent past, significant effects onthe Company’s and/or the Group’s financial position or profitability.

14. Significant change

There has been no significant change in the financial or trading position of the Group since 31 March 2014,being the end of the period to which the last unaudited interim financial information for the Group relates.

15. Consents

15.1 Canaccord Genuity of 88 Wood Street, London, EC2V 7QR is authorised and regulated in the UnitedKingdom by the FCA. Canaccord Genuity has given and has not withdrawn its written consent to theissue of this document with the inclusion of its name and the references to it in the form and contextin which it appears.

15.2 Grant Thornton UK LLP, Chartered Accountants and registered auditors, of Colmore Plaza,20 Colmore Circus, Birmingham, West Midlands, B4 6AT, has given and have not withdrawn theirwritten consent to the issue of this document with the inclusion of its name and its report in Part III Bof this document and the references to such report and its name, in the form and context in which theyappear.

16. General

16.1 The net proceeds of the placing of the New Ordinary Shares are expected to be approximately£32.0 million, and the net proceeds of the sale of the Sale Shares are expected to be approximately£45.6 million. Expenses estimated at £1.5 million, excluding VAT, are payable by the Company (outof the gross proceeds of the Placing and the Company’s existing resources) in connection with thePlacing.

16.2 Save as disclosed in this document, no person (excluding professional advisers otherwise disclosed inthis document and trade suppliers) has received, directly or indirectly, within the 12 months preceding

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the date of this document or entered into contractual arrangements to receive, directly or indirectly, from theCompany on or after Admission:

(a) fees totalling £10,000 or more;

(b) securities where these have a value of £10,000 or more calculated by reference to the PlacingPrice; or

(c) any other benefit with a value of £10,000 or more at the date of Admission.

16.3 Information in this document which has been sourced from third parties has been accuratelyreproduced and so far as the Company is able to ascertain from information published by that thirdparty, no facts have been omitted which would render the reproduced information inaccurate ormisleading.

16.4 Save as disclosed in this document, the Directors are unaware of any exceptional factors which haveinfluenced the Company’s activities.

16.5 Save as disclosed in this document, the Directors are unaware of any environmental issues that mayaffect the Group’s utilisation of its tangible fixed assets.

16.6 Save as disclosed in this document, the Directors are unaware of any trends, uncertainties, demands,commitments or events that are reasonably likely to have a material effect on the Company’s prospectsfor the current financial year.

16.7 Save as disclosed in this document, there are no investments in progress and there are no futureinvestments on which the Directors have already made firm commitments which are significant to theGroup.

16.8 Save as disclosed in this document, the Directors believe that the Company is not dependent onpatents or licences, industrial, commercial or financial contracts or new manufacturing processeswhich are material to the Company’s business or profitability.

16.9 The Company will be subject to the provisions of the City Code, including the rules regardingmandatory takeover offers set out in the City Code. Under Rule 9 of the City Code, when (i) a personacquires shares which, when taken together with shares already held by him or persons acting inconcert with him (as defined in the City Code), carry 30 per cent. or more of the voting rights of acompany subject to the City Code or (ii) any person who, together with persons acting in concert withhim, holds not less than 30 per cent. but not more than 50 per cent. of the voting rights of a companysubject to the City Code, and such person, or any person acting in concert with him, acquiresadditional shares which increases his percentage of the voting rights in the company, then, in eithercase, that person, together with the persons acting in concert with him, is normally required to makea general offer in cash, at the highest price paid by him or any person acting in concert with him forshares in the company within the preceding 12 months, for all of the remaining equity share capitalof the company.

16.10 The Ordinary Shares will also be subject to the compulsory acquisition procedures set out in sections979 to 991 of the Act. Under section 979 of the Act, where an offeror makes a takeover offer and has,by virtue of acceptances of the offer, acquired or unconditionally contracted to acquire not less than90 per cent. of the shares to which the offer relates and, in a case where the shares to which the offerrelates are voting shares, not less than 90 per cent. of the voting rights carried by those shares, thatofferor is entitled to compulsorily acquire the shares of any holder who has not acquired the offer onthe terms of the offer.

16.11 Since the date of incorporation of the Company, there has been no takeover offer (within the meaningof Part 28 of the Act) for any Ordinary Shares.

16.12 The current accounting reference period of the Company will end on 30 September 2014.

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16.13 The financial information contained in Section A of Part III of this document does not constitutestatutory accounts within the meaning of section 434 of the Act. The auditors for the period coveredby the financial information set out in Section A of Part III of this document were Grant Thornton UKLLP, Chartered Accountants and registered auditors, of 20 Colmore Circus, Birmingham, WestMidlands, B4 6AT. Grant Thornton UK LLP is a member firm of the Institute of CharteredAccountants in England and Wales.

17. Dealing arrangements

Application will be made to the London Stock Exchange for all of the Ordinary Shares to be admitted totrading on AIM. It is expected that dealings in the Ordinary Shares will commence on a conditional basis onthe London Stock Exchange at 8.00 a.m. on 14 May 2014. The earliest date for settlement of such dealingswill be 19 May 2014. It is expected that Admission will become effective and that unconditional dealings inthe Ordinary Shares will commence on the London Stock Exchange at 8.00 a.m. on 19 May 2014. Alldealings in Ordinary Shares prior to the commencement of unconditional dealings will be on a “when issuedbasis”, will be of no effect if Admission does not take place, and will be at the sole risk of the partiesconcerned. The above-mentioned dates and times may be changed without further notice.

It is intended that, where applicable, definitive share certificates in respect of the Placing Shares will bedespatched on or before 31 May 2014 or as soon thereafter as is practicable. Temporary documents of titlewill not be issued. Dealings in advance of crediting of the relevant CREST stock account(s) shall be at thesole risk of the persons concerned.

18. Selling Shareholders

The names of each of the Selling Shareholders are set out below, all of whose business address is at theCompany’s registered and head office:

Name Number of Sale Shares

Luke Johnson 8,828,766Liza Johnson 5,082,354Ben Redmond 71,648Mark Farrer-Brown 475,003Katherine May 2,954,069Chris Marsh 854,568Victor Scalzo 2,119,810RCP 6,992,937

19. Availability of this document

A copy of this document is available at the Company’s website www.investors.patisserieholdings.co.uk.

Dated 14 May 2014

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PART VII

TERMS AND CONDITIONS OF THE PLACING

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THESETERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES ONLY AND AREDIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMICAREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THEFINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED, “QUALIFIEDINVESTORS”) BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OFTHE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDESANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE“PROSPECTUS DIRECTIVE”); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORSWHO ARE PERSONS WHO (I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICESAND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”); (II)FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES,UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR (III) ARE PERSONS TOWHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONSTOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THESE TERMS ANDCONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOTRELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESETERMS AND CONDITIONS RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS ANDWILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

1. Introduction

These terms and conditions (“Terms and Conditions”) apply to persons making an offer to acquire PlacingShares under the Placing. Each person to whom these conditions apply, as described above, who confirmshis agreement to Canaccord Genuity and the Company (whether orally or in writing) to acquire PlacingShares under the Placing (an “Investor”) hereby agrees with Canaccord Genuity and the Company to bebound by these terms and conditions as being the terms and conditions upon which Placing Shares will besold under the Placing. An Investor shall, without limitation, become so bound if Canaccord Genuityconfirms to such Investor: (i) the Placing Price; and (ii) its allocation of Placing Shares under the Placing.

Upon being notified of the Placing Price and its allocation of Placing Shares in the Placing, an Investor shallbe contractually committed to acquire the number of Placing Shares allocated to them at the Placing Priceand, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescindor terminate or otherwise withdraw from such commitment. Dealing may not begin before any notificationis made.

Each Selling Shareholder has undertaken that the Placing Shares will be sold fully paid and with full titleguarantee.

2. Agreement to acquire placing shares

Conditional upon (i) Admission occurring and becoming effective by 8.00 a.m. (London time) on 19 May2014 (or such later time and/or date (being not later than 8.00 a.m. on 31 May 2014) as the Company andCanaccord Genuity may agree) and on the Placing Agreement being otherwise unconditional in all respectsand not having been terminated in accordance with its terms on or before Admission; and (ii) theconfirmation mentioned under paragraph 1 above, an Investor agrees to become a member of the Companyand agrees to acquire Placing Shares at the Placing Price. The number of Placing Shares acquired by suchInvestor under the Placing shall be in accordance with the arrangements described above.

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3. Payment for placing shares

Each Investor undertakes to pay the Placing Price for the Placing Shares acquired by such Investor in suchmanner as shall be directed by Canaccord Genuity. In the event of any failure by an Investor to pay as sodirected by Canaccord Genuity, the relevant Investor shall be deemed hereby to have appointed CanaccordGenuity or any nominee of Canaccord Genuity to sell (in one or more transactions) any or all of the PlacingShares in respect of which payment shall not have been made as so directed and to have agreed to indemnifyon demand Canaccord Genuity in respect of any liability for stamp duty and/or stamp duty reserve tax arisingin respect of any such sale or sales.

4. Representations and warranties

By receiving this document, each Investor and, to the extent applicable, any person confirming his agreementto acquire Placing Shares on behalf of an Investor or authorising Canaccord Genuity to notify an Investor’sname to the Registrar, is deemed to acknowledge, agree, undertake, represent and warrant to each ofCanaccord Genuity, the Registrar and the Company that:

4.1 the Investor has read this document in its entirety and acknowledges that its participation in thePlacing shall be made solely on the terms and subject to the conditions set out in these Termsand Conditions, the Placing Agreement and the Articles. Such Investor agrees that these Termsand Conditions and the contract note issued by Canaccord Genuity to such Investor representthe whole and only agreement between the Investor, Canaccord Genuity and the Company inrelation to the Investor’s participation in the Placing and supersedes any previous agreementbetween any of such parties in relation to such participation. Accordingly, all other terms,conditions, representations, warranties and other statements which would otherwise be implied(by law or otherwise) shall not form part of these Terms and Conditions. Such Investor agreesthat none of the Company, Canaccord Genuity nor any of their respective officers or directorswill have any liability for any such other information or representation and irrevocably andunconditionally waives any rights it may have in respect of any such other information orrepresentation;

4.2 if the Investor is a natural person, such Investor is not under the age of majority (18 years ofage in the UK) on the date of such Investor’s agreement to acquire Placing Shares under thePlacing and will not be any such person on the date any such offer is accepted;

4.3 neither Canaccord Genuity nor any person affiliated with Canaccord Genuity or acting on itsbehalf is responsible for or shall have any liability for any information, representation orstatement contained in this document or any supplementary admission document (as the casemay be) or any information previously published by or on behalf of the Company or anymember of the Group and will not be liable for any decision by an Investor to participate in thePlacing based on any information, representation or statement contained in this document orotherwise;

4.4 the Investor has not relied on Canaccord Genuity or any person affiliated with CanaccordGenuity in connection with any investigation of the accuracy of any information contained inthis document or their investment decision;

4.5 in agreeing to acquire Placing Shares under the Placing, the Investor is relying on thisdocument or any supplementary admission document (as the case may be) and not on any draftthereof or other information or representation concerning the Group, the Placing or the PlacingShares. Such Investor agrees that neither the Company nor Canaccord Genuity nor theirrespective officers, directors or employees will have any liability for any such other informationor representation and irrevocably and unconditionally waives any rights it may have in respectof any such other information or representation;

4.6 save in the event of fraud on its part (and to the extent permitted by the rules of the FCA),neither Canaccord Genuity nor any of its directors or employees shall be liable to an Investorfor any matter arising out of the role of Canaccord Genuity as the Company’s nominated

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adviser and broker or otherwise, and that where any such liability nevertheless arises as amatter of law each Investor will immediately waive any claim against Canaccord Genuity andany of its directors and employees which an Investor may have in respect thereof;

4.7 the Investor has complied with all applicable laws and such Investor will not infringe anyapplicable law as a result of such Investor’s agreement to acquire Placing Shares under thePlacing and/or acceptance thereof or any actions arising from such Investor’s rights andobligations under the Investor’s agreement to acquire Placing Shares under the Placing and/oracceptance thereof or under the Articles;

4.8 all actions, conditions and things required to be taken, fulfilled and done (including theobtaining of necessary consents) in order (i) to enable the Investor lawfully to enter into, andexercise its rights and perform and comply with its obligations to acquire the Placing Sharesunder, the Placing and (ii) to ensure that those obligations are legally binding and enforceable,have been taken, fulfilled and done. The Investor’s entry into, exercise of its rights and/orperformance under, or compliance with its obligations under this Placing, does not and will notviolate (i) its constitutive documents or (ii) any agreement to which the Investor is a party orwhich is binding on the Investor or its assets;

4.9 that it understands that no action has been or will be taken in any jurisdiction by the Companyor Canaccord Genuity or any other person that would permit a public offering of the PlacingShares, or possession or distribution of this document, in any country or jurisdiction whereaction for that purpose is required; and that, if the Investor is in a member state of the EuropeanEconomic Area which has implemented the Prospectus Directive (“Relevant Member State”),it is (i) a legal entity which is authorised or regulated to operate in the financial markets or, ifnot so authorised or regulated, its corporate purpose is solely to invest in securities; (ii) a legalentity which has two or more of (a) an average of at least 250 employees during the lastfinancial year; (b) a total balance sheet of more than €43,000,000; and (c) an annual netturnover of more than €50,000,000, in each case as shown in its last annual or consolidatedaccounts; (iii) otherwise permitted by law to be offered and sold Placing Shares incircumstances which do not require the publication by the Company of a prospectus pursuantto Article 3 of the Prospectus Directive or other applicable laws; or (iv) in the case of anyPlacing Shares acquired by an Investor as a financial intermediary, as that term is used inArticle 3(2) of the Prospectus Directive, either:

4.9.1 the Placing Shares acquired by it in the Placing have not been acquired on behalf of, norhave they been acquired with a view to their placing or resale to, persons in any RelevantMember State other than qualified investors, as that term is defined in the ProspectusDirective, or in circumstances in which the prior consent of Canaccord Genuity has beengiven to the placing or resale; or

4.9.2 where Placing Shares have been acquired by it on behalf of persons in any RelevantMember State other than qualified investors, the placing of those Placing Shares to it isnot treated under the Prospectus Directive as having been made to such persons;

4.10 to the fullest extent permitted by law, the Investor acknowledges and agrees to the disclaimerscontained in this document and acknowledges and agrees to comply with the selling restrictionsset out in this document;

4.11 the Ordinary Shares have not been and will not be registered under the US Securities Act,1933as amended (the “US Securities Act”), or under the securities legislation of, or with anysecurities regulatory authority of, any state or other jurisdiction of the United States or underthe applicable securities laws of Australia, Canada, Japan, the Republic of Ireland or theRepublic of South Africa or where to do so may contravene local securities laws or regulations;

4.12 the Investor is not a person located in the United States and is eligible to participate in an“offshore transaction” as defined in and in accordance with Regulation S under the US

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Securities Act (“Regulation S”) and the Placing Shares were not offered to such Investor bymeans of “directed selling efforts” as defined in Regulation S;

4.13 it is acquiring the Placing Shares for investment purposes only and not with a view to anyresale, distribution or other disposition of the Placing Shares in violation of the US SecuritiesAct or any other United States federal or applicable state securities laws;

4.14 the Company is not obliged to file any registration statement in respect of resales of the PlacingShares in the United States with the US Securities and Exchange Commission or with any statesecurities administrator;

4.15 the Company, and any registrar or transfer agent or other agent of the Company, will not berequired to accept the registration of transfer of any Placing Shares acquired by the Investor,except upon presentation of evidence satisfactory to the Company that the foregoingrestrictions on transfer have been complied with;

4.16 the Investor invests in or purchases securities similar to the Placing Shares in the normal courseof its business and it has such knowledge and experience in financial and business matters asto be capable of evaluating the merits and risks of an investment in the Placing Shares;

4.17 the Investor has conducted its own investigation with respect to the Company and the PlacingShares and has had access to such financial and other information concerning the Company andthe Placing Shares as the Investor deemed necessary to evaluate the merits and risks of aninvestment in the Placing Shares, and the Investor has concluded that an investment in thePlacing Shares is suitable for it or, where the Investor is not acting as principal, for anybeneficial owner of the Placing Shares, based upon each such person’s investment objectivesand financial requirements;

4.18 the Investor or, where the Investor is not acting as principal, any beneficial owner of the PlacingShares, is able to bear the economic risk of an investment in the Placing Shares for an indefiniteperiod and the loss of its entire investment in the Placing Shares;

4.19 there may be adverse consequences to the Investor under United States and other tax lawsresulting from an investment in the Placing Shares and the Investor has made such investigationand has consulted such tax and other advisors with respect thereto as it deems necessary orappropriate;

4.20 the Investor is not a resident of Australia, Canada, Japan, the Republic of Ireland or theRepublic of South Africa and acknowledges that the Placing Shares have not been and will notbe registered nor will a prospectus be prepared in respect of the Placing Shares under thesecurities legislation of Australia, Canada, Japan, the Republic of Ireland or the Republic ofSouth Africa and, subject to certain exceptions, the Placing Shares may not be offered or sold,directly or indirectly, in or into those jurisdictions;

4.21 the Investor is liable for any capital duty, stamp duty and all other stamp, issue, securities,transfer, registration, documentary or other duties or taxes (including any interest, fines orpenalties relating thereto) payable outside the UK by it or any other person on the acquisitionby it of any Placing Shares or the agreement by it to acquire any Placing Shares;

4.22 in the case of a person who confirms to Canaccord Genuity on behalf of an Investor anagreement to acquire Placing Shares under the Placing and/or who authorises CanaccordGenuity to notify such Investor’s name to the Registrars, that person represents and warrantsthat he has authority to do so on behalf of the Investor;

4.23 the Investor has complied with its obligations in connection with money laundering andterrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 and theMoney Laundering Regulations 2007 and any other applicable law concerning the preventionof money laundering and, if it is making payment on behalf of a third party, that satisfactory

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evidence has been obtained and recorded by it to verify the identity of the third party asrequired by the Money Laundering Regulations 2007 and, in each case, agrees that pendingsatisfaction of such obligations, definitive certificates (or allocation under the CREST system)in respect of the Placing Shares comprising the Investor’s allocation may be retained atCanaccord Genuity’s discretion;

4.24 the Investor agrees that, due to anti-money laundering and the countering of terrorist financingrequirements, Canaccord Genuity and/or the Company may require proof of identity of theInvestor and related parties and verification of the source of the payment before the applicationcan be processed and that, in the event of delay or failure by the Investor to produce anyinformation required for verification purposes, Canaccord Genuity and/or the Company mayrefuse to accept the application and the subscription moneys relating thereto. It holds harmlessand will indemnify Canaccord Genuity and/or the Company against any liability, loss or costensuing due to the failure to process this application, if such information as has been requiredhas not been provided by it or has not been provided on a timely basis;

4.25 the Investor is not, and is not applying as nominee or agent for, a person which is, or may be,mentioned in any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depository receiptsand clearance services);

4.26 the Investor has complied with and will comply with all applicable provisions of the FSMAwith respect to anything done by the Investor in relation to the Placing in, from or otherwiseinvolving the UK;

4.27 if the Investor is in the UK, the Investor is a person (i) who has professional experience inmatters relating to investments falling within article 19(5) of the Financial Services andMarkets Act 2000 (Financial Promotion) Order 2005 (as amended or replaced) (the “Order”)or (ii) a high net worth entity falling within article 49(2)(a) to (d) of the Order, and in all casesis capable of being categorised as a Professional Client or Eligible Counterparty for thepurposes of the FCA Conduct of Business Rules (all such persons together being referred to as“relevant persons”);

4.28 if the Investor is in the European Economic Area (the “EEA”), the person is a “ProfessionalClient/Eligible Counterparty” within the meaning of Annex II/ Article 24 (2) of MiFID and isnot participating in the Placing on behalf of persons in the EEA other than Professional Clientsor persons in the UK and other member states (where equivalent legislation exists) for whomthe Investor has authority to make decisions on a wholly discretionary basis;

4.29 in the case of a person who confirms to Canaccord Genuity on behalf of an Investor anagreement to acquire Placing Shares under the Placing and who is acting on behalf of a thirdparty, that the terms on which the Investor (or any person acting on its behalf) are engagedenable it to make investment decisions in relation to securities on that third party’s behalfwithout reference to that third party;

4.30 Canaccord Genuity is not making any recommendation to the Investor or advising the Investorregarding the suitability or merits of participation in the Placing or any transaction the Investormay enter into in connection with the Placing or otherwise. The Investor is not CanaccordGenuity’s client in connection with the Placing and Canaccord Genuity will not be responsibleto any Investor for providing the protections afforded to Canaccord Genuity’s clients orproviding advice in relation to the Placing and Canaccord Genuity will not have any duties orresponsibilities to any Investor similar or comparable to “best execution” and “suitability”imposed by the Conduct of Business Sourcebook contained in the rules of the FCA;

4.31 the exercise by Canaccord Genuity of any rights or discretions under the Placing Agreementshall be within its absolute discretion and Canaccord Genuity need not have any reference toany Investor and shall have no liability to any Investor whatsoever in connection with anydecision to exercise or not to exercise or to waive any such right and each Investor agrees that

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it shall have no rights against Canaccord Genuity or its directors or employees under thePlacing Agreement;

4.32 it irrevocably appoints any director of Canaccord Genuity as its agent for the purposes ofexecuting and delivering to the Company and/or its registrars any documents on its behalfnecessary to enable it to be registered as the holder of any of the Placing Shares agreed to betaken up by it under the Placing and otherwise to do all acts, matters and things as may benecessary for, or incidental to, its acquisition of any Placing Shares in the event of its failureso to do; and

4.33 it will indemnify and hold the Company and Canaccord Genuity and their respective affiliatesharmless from any and all costs, claims, liabilities and expenses (including legal fees andexpenses) arising out of or in connection with any breach of the representations, warranties,acknowledgements, agreements and undertakings in this Part VII and further agrees that theprovisions of this Part VII will survive after completion of the Placing. The Company andCanaccord Genuity will rely upon the truth and accuracy of each of the foregoingrepresentations, warranties and undertakings.

5. Supply and disclosure of information

If any of Canaccord Genuity, the Registrar or the Company or any of their respective agents request anyinformation about an Investor’s agreement to acquire Placing Shares, such Investor must promptly discloseit to them.

6. Miscellaneous

6.1 The rights and remedies of Canaccord Genuity, the Registrar and the Company under theseTerms and Conditions are in addition to any rights and remedies which would otherwise beavailable to each of them and the exercise or partial exercise of one will not prevent the exerciseof others.

6.1 On application, each Investor may be asked to disclose, in writing or orally to CanaccordGenuity:

(i) if he is an individual, his nationality; or

(ii) if he is a discretionary fund manager, the jurisdiction in which the funds are managed orowned.

6.3 All documents will be sent at the Investor’s risk. They may be sent by post to such Investor atan address notified to Canaccord Genuity. Each Investor agrees to be bound by the Articles (asamended from time to time) once the Placing Shares which such Investor has agreed to acquirehave been acquired by such Investor. The provisions of this Part VII may be waived, varied ormodified as regards specific Investors or on a general basis by Canaccord Genuity. The contractto acquire Placing Shares and the appointments and authorities mentioned herein will begoverned by, and construed in accordance with, the laws of England and Wales. For theexclusive benefit of Canaccord Genuity, the Company and the Registrar, each Investorirrevocably submits to the exclusive jurisdiction of the English courts in respect of thesematters. This does not prevent an action being taken against an Investor in any otherjurisdiction. In the case of a joint agreement to acquire Placing Shares, references to an“Investor” in these terms and conditions are to each of such Investors and such joint Investors’liability is joint and several. Canaccord Genuity and the Company each expressly reserve theright to modify the Placing (including, without limitation, its timetable and settlement) at anytime before allocations of Placing Shares under the Placing are determined.

6.4 The Placing is subject to the satisfaction of the conditions contained in the Placing Agreementand the Placing Agreement not having been terminated. Further details of the terms of thePlacing Agreement are contained in paragraph 11(a) of Part VI of this document.

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