GWR Broadway The Last Mile by GWSR

BROADWAY The Last Mile

Gloucestershire Warwickshire Steam Railway PLC Share OďŹ&#x20AC;er 2016

BROADWAY THE LAST MILE

Important Notice is Share Offer Document, which is not a prospectus, but which is a financial promotion, is issued by Gloucestershire Warwickshire Steam Railway PLC (“the Company”) and has been approved for the purposes of section 21 of FSMA by Hazlewoods Financial Planning LLP (“Hazlewoods”), which is authorised and regulated by the Financial Conduct Authority, on behalf of the Company and is for use only by the Company and potential investors to whom this document is addressed. Hazlewoods is acting for the Company only and will not be responsible to any other person for providing protections afforded to clients and will not give any advice to any potential investors or to any other person (as recipients of this document or otherwise). All information contained in this Share Offer Document has been provided by the Company and has not been independently verified by Hazlewoods. No representation or warranty, express or implied, is given by any person as to the accuracy or completeness of the information and opinions contained herein and no responsibility or liability is accepted for the accuracy or sufficiency of any of the information or opinions, for any errors, omissions or mis-statements, negligent or otherwise, or for any other communication, written or otherwise in connection with the proposed investment. Your attention is drawn to the contents of Part 11 headed “Risk Factors”. Accordingly, neither Hazlewoods nor the Company shall be liable for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on any statement in this document or in any future communication in connection with any investment in the Company. All recipients are strongly recommended to take independent professional advice where appropriate. Gloucestershire Warwickshire Steam Railway PLC (incorporated and registered in England and Wales under the Companies Acts 1948 to 2006 with registered number 1576947) offer up to 1,250,000 Ordinary Shares as detailed in Part 4 of this Share Offer Document at a price £1 per share. Further copies of this Share Offer Document and the Share Application Form may be obtained from the Company’s registered office at e Railway Station, Toddington,

Gloucestershire GL54 5DT or downloaded at www.gwsr.com/shareoffer. is Share Offer Document does not constitute a formal offer, being capable of acceptance, or invitation to purchase or acquire any securities in any company or any interest therein, nor shall it form the basis of any contract for the sale of securities in any company. e Offer Shares will be unlisted securities. No application will be made for admission of the Offer Shares to the Official List of the UK Listing Authority (UKLA) or to the Alternative Investment Market of the London Stock Exchange. Further, neither the UKLA nor the London Stock Exchange has examined or approved the contents of this Share Offer Document. e Offer Shares will not be dealt on any other investment exchange and no application has been or is being made for the Offer Shares to be admitted to trading on any such exchange or market. e Offer Shares have not been and will not be registered under the United States Securities Act 1933 or under the securities legislation of any state of the United States and may not be offered or sold in the United States or to any US persons. e Offer Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, the Republic of Ireland, South Africa, Japan or any other jurisdiction. e distribution of this Share Offer Document in other jurisdictions may be restricted by law and therefore persons into whose possession this Share Offer 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 law of such jurisdictions. If you are in any doubt as to the action you should take, you are recommended to seek your own professional advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser authorised under FSMA.

BROADWAY THE LAST MILE

Introduction from our President e Gloucestershire Warwickshire Steam Railway (GWSR) is one of my favourites. Not only does it run through some of the most delightful countryside in the UK, but it is also operated almost entirely by volunteers – a unique achievement amongst Britain’s leading heritage railways. But most important, the Railway has huge scope for future development. Let’s remember that it was once a main line, linking the industrialised West Midlands with the West Country and South Wales. is presents a development opportunity that the railway is continuing to grasp with both hands. e Railway is now poised to reach Broadway, one of the most popular tourist destinations in the Cotswolds. It is already half way there but still has more than a mile of track to lay and a station to complete. So much has already been achieved. Restoration of badly-damaged bridges, repairing embankment slips, restoring culverts, starting track laying, completing the signal box and platforms at Broadway station and starting construction of the building itself. But so much still has to be done, as this Share Oﬀer Document explains. All this takes money – and lots of it but, given the voluntary nature of the GWSR, the money goes a lot further than it would if it relied entirely upon contractors and paid labour. So I’m proud to welcome this ‘Broadway – e Last Mile’ £1.25 million share issue. Like the earlier ‘Bridges to Broadway’ issue, it’s under the Government’s Enterprise Investment Scheme which is tax eﬃcient for investors. You can invest as little as £100 – 30% of which the Chancellor will give back in tax relief – or as much as you like!

is is your - and my - opportunity to play a part in ensuring that the first public train rolls triumphantly into Broadway station in 2018. ere are many appeals for money coming from many railways around the UK but this, to my mind, is one of the most imaginative and worthwhile. is project will complete a vital stage in the growth of a railway that began way back in 1981 starting with virtually nothing. I can’t wait to see this dream of reaching Broadway finally achieved, and with your help, we will all be able to celebrate that glorious day. I heartily commend this Share Issue to you!

Pete Waterman OBE

BROADWAY THE LAST MILE

Toddington Station 4

BROADWAY THE LAST MILE

Contents Introduction from our President – Pete Waterman .....................................................3 Company and Advisors, Key Information, Issue Statistics and Expected Timetable ............................................................................................................6 Part 1. Part 2. Part 3. Part 4. Part 5. Part 6. Part 7.

Chairman’s Letter ..........................................................................................7 GWSR Recent History and Achievements.................................................9 Broadway – e Last Mile..........................................................................10 Details of the Oﬀer......................................................................................13 Shareholder Benefits ...................................................................................14 e Enterprise Investment Scheme ..........................................................15 Management, Employees and Volunteers ................................................16

Locomotive Crew

Pictorial record of history, the last mile and volunteer achievement................17-20 Part 8. Part 9. Part 10. Part 11. Part 12.

Historical Financial Information and Company Structure ...................21 Company Structure, Relationships and Additional Information .........24 Further Information ...................................................................................25 Risk Factors..................................................................................................27 Definitions....................................................................................................29

Appendices Appendix 1. Appendix 2. Appendix 3.

..................................................................................................................30-32 Terms and Conditions of a Share Application.........................................30 Share Application Procedure .....................................................................31 Summary of the main points of the Company’s Memorandum and Articles of Association..............................................32

Share Application Form ...................................................................................................33

Greet Tunnel 5

BROADWAY THE LAST MILE

Company and Advisors

Train Crew

COMPANY

SHARE REGISTRAR

Gloucestershire Warwickshire Steam Railway PLC, (Registered in England & Wales No. 1576947)

Robert Warner

FINANCIAL ADVISOR Hazlewoods Financial Planning LLP, Windsor House, Bayshill Road, Cheltenham GL50 3AT

REGISTERED OFFICE e Railway Station, Toddington, Gloucestershire GL54 5DT

LEGAL ADVISOR Harrison Clark Rickerbys, 5 Deansway, Worcester WR1 2JG

DIRECTORS Lee Alibone Alan Bielby - Chairman Christopher Bristow Glyn Cornish Colin Fewell Richard Johnson Christopher Sparks Richard Summers

STATUTORY AUDITOR Ormerod Rutter Ltd, e Oakley, Kidderminster Road, Droitwich WR9 9AY

BANKERS National Westminster Bank PLC, 31 Promenade, Cheltenham GL50 1LE

COMPANY SECRETARY Richard Johnson

Key Information, Statistics and Expected Timetable is summary information should be read as an introduction to this Share Offer Document and any decision to invest in the Company should be based on this Share Offer Document as a whole. In particular, prospective Investors should read the contents of Parts 4 and 11 of this Share Offer Document headed Details of the Offer and Risk Factors respectively.

ISSUE STATISTICS AND TIMETABLE

Minimum investment in Oﬀer Shares

£100, thereaer in multiples of £25

Incentives

Exclusive benefits are available for purchases of Oﬀer Shares as detailed in Part 5 Shareholder Benefits

Maximum EIS Qualifying Investment

Not relevant to this issue

Maximum number of Oﬀer Shares

1,250,000

Issue Price per Oﬀer Share

£1

Nominal Value per Oﬀer Share

£1

Investment sought through the issue of Oﬀer Shares

£1,250,000

Oﬀer Date

e oﬀer will open on 25 March 2016

Closing date

e oﬀer will close on 30 April 2017 or earlier upon full subscription

BROADWAY THE LAST MILE

Part 1 Chairman’s Letter Become part of our Heritage Dream with a tax beneficial share purchase! is is the second part of our share oﬀer to raise funds to complete our line to Broadway. We achieved all our expectations arising from our first appeal, but estimate that we require around £1.25 million to fully complete the extension of the line to Broadway, and commission our new heritage station by Spring 2018.

Alan Bielby

Bridges to Broadway, our first EIS share oﬀer was very successfully closed in October 2014. Our aim to raise £500,000 was comfortably exceeded and the work to restore the five bridges was completed that year and, even taking account of additional work encountered during the restoration process, was well within the funds raised. To cap our achievements on this restoration project, the Railway along with our main contractor, George Law Ltd., received a 2015 Highly Commended Partnership Project Award from the West Midlands branch of the Institution of Civil Engineers. With the bridges now fully restored, the Railway has continued to push on with the Broadway dream using funds generated from operations and grants from the Gloucestershire Warwickshire Railway Trust (GWRT) for both the track bed and the new heritage station at Broadway. On the track bed, before the first half mile of ballast and rail could be laid, we had to clear 50 years of vegetation growth, which has inevitably uncovered numerous damaged drainage culverts, a small number of minor landslips and much fencing in need of replacement. At the station site, the platforms and signal box have been largely completed and the station building itself is already part constructed to a design that will replicate the original as far as is possible, taking account of our visitor needs and modern design practices. Our Heritage Group has made important contributions to the building design. e footbridge restoration, based on the bridge recovered from Henley–in-Arden, is also partly completed and it, too, will contribute to the historical accuracy of the site.

Although we forecast that positive operational cash flows and funds from the GWRT will allow our volunteers to keep moving forward, nevertheless, to get the railway open to Broadway by our target date of 2018 requires an extra £1.25 million – hence this share issue. Not only will the funds be used on the station site and the associated railway infrastructure but also on the less glamorous, but equally vital, upgrade of the access road and, if funding permits, new car park – essential aspects of a station where we anticipate many visitors. e Cotswolds is a very popular tourist area and Broadway is an important destination. We anticipate that a new railway station and connecting 15 mile heritage railway to Cheltenham will make a very real contribution to the local community and tourism economy. In the Bridges to Broadway share oﬀer document my predecessor, Malcolm Temple, said that we are no ordinary heritage railway. is has been borne out magnificently as our volunteers, who in so many respects are the Railway as we have only three full time paid staﬀ, were awarded the Queen’s Award for Voluntary Service in 2015. is award is regarded as the ‘MBE for volunteers’ and every one of our 850 volunteers was justifiably proud to have achieved this important recognition. However we never stand still! Earlier in 2015 we completed a volunteer recruitment drive and attracted over 100 new volunteers! Volunteer recruitment is an important part of our readiness programme for when we reach Broadway given that we will have another station and more trains to operate. However, there’s always room for more so why not come and join us? Further in the future we will need even more help to support our long term plans – we are working on opportunities to extend further south into Cheltenham as well as the longer term possibility of extending north to Honeybourne and a potential connection with the national railway network! With your help we will be open to Broadway on target in 2018 with a new heritage station that our volunteers and you, our supporters, can all be proud of. I look forward to seeing you arrive there by train! Alan Bielby, MHKIE, M.I.E.E., C.Eng. (Retired) GWSR Chairman and Special Projects Director

Winners of the Queens Award for Voluntary Service 2015

BROADWAY THE LAST MILE

Cheltenham Race Course Station 8

BROADWAY THE LAST MILE

Part 2 GWSR Recent History and Achievements e history of our Railway was covered in the Bridges to Broadway share issue document as many readers of this document will be aware. With space here at a premium, I intend only to update supporters with the achievements since the re-opening of the line on 30 October 2012 aer the two embankment collapses of 2010 and 2011. As you can see from Part 8, Historical Financial Information, the Railway has enjoyed considerable financial success in its three full operating years since the re-opening. is strong financial operating performance and the financial support the Railway receives from the GWRT has enabled relevant groups of our volunteers to continue with the work of both rebuilding the station at Broadway and all the aspects of preparing the track bed as discussed in the following Part 3. e Railway’s financial success, which makes all this possible, rests primarily on two key factors within its business model. Firstly, and perhaps uniquely for a large heritage railway, the GWSR has only three full time and two part time employees, and so relies for all its operations on some 850 volunteers. ose volunteers have the skills, experience and are trained in the functions needed to run a successful railway. is includes volunteers who rebuild and maintain our resident fleet of steam and diesel locomotives and others who can build a new heritage station and the track to serve it. Management and volunteers are united in the belief that no services should be bought which can be undertaken by volunteers. Secondly, all the GWSR’s special events in our busy calendar starting with the trains for the Cheltenham Festival (horse racing) and ending with our very popular Santa Specials are profitable.

Stanway has been £488,000 in 2014, £936,095 in 2015 Viaduct and £581,804 in the year to 31 January 2016. Of course, a significant amount of the capital expenditure in the year ending 31 January 2015 was on the Bridges to Broadway bridge repair programme. However, the success of the share issue gave the directors confidence to buy rail, ballast and associated materials to allow the Permanent Way volunteers to lay the track from the current rail head at Laverton to Little Buckland Bridge during winter 2015/2016 – tantalisingly only a mile or so from Broadway station!

In the three years of recent history, the Railway has also been busy strengthening other critical areas for the future. Vital to the Broadway project is the need to operate 3 rakes of coaches rather than the current 2 and, to this end, strategic purchases of suitable BR Mk1 coaches have been made. In addition, important projects have been undertaken at all the stations with the near completion of platform 2 at Cheltenham Racecourse, the completion of the Bill Elsmere Carriage and Wagon paint shop at Winchcombe and the internal pits and new floor in the David Page Steam Locomotive shed at our headquarters in Toddington. Further, much attention has been paid to the existing running line and slips, always a possibility on a line built largely on embankments, and drainage work has been attended to in order to safeguard the infrastructure.

Because of our relatively low wage bill, the cash generated from train operations can be largely invested in our Railway rather than paid out as wages and salaries.

In summary, this volunteer run Railway has achieved much since October 2012 as you will surely agree if you have ridden the trains during that period. With your support the volunteers will be welcoming you to Broadway in 2018!

e Company’s financial information is available upon request (see Part 10 paragraph 13.2) but, as a result of the Company’s business model, capital expenditure in the last 3 years

Chris Bristow M.Sc. ACMA GWSR Finance Director

BROADWAY THE LAST MILE

Part 3 Broadway - The Last Mile INVESTMENT PROGRAMME Summary of the investment required in each of the expenditure areas in order to operate trains in 2018; Railway Station Platforms and Furniture Railway Station Buildings Signal Box and Signalling Equipment Fencing Station Track Layout

£ 60,000 220,000 55,000 20,000 190,000

e Railway Line Line Clearance Lineside Fencing Drainage and Culvert Repairs Railway Track from Little Buckland Bridge to Broadway Station Contingency for Civil Engineering at 7%

10,000 25,000 100,000 490,000 80,000

Broadway – e Last Mile Total

1,250,000

The Railway Station Volunteers started working on the station site itself in 2009. Today, the working group is 45 members strong and is headed up by Roger Brindley. e construction manager is John Crawford who, until retirement, operated his own building company for 43 years. Planning permission was received from Wychavon District Council in 2013. Since work commenced in 2009, the station site has been transformed from a wilderness to a recognisable railway station site by our volunteers supported by contractors only where necessary. Financial support has come from e Broadway Area Group, the Railway and the GWRT. At the time of writing, January 2016, the progress with the various structures which make up the Railway station is as follows; Platforms and Furniture– both platforms, each capable of handling 8 coach trains, have been substantially completed. In order to ensure an authentic heritage appearance all of the brickwork is second hand, and most are Great Western Railway (“GWR”) bricks recovered from former GWR locations as far afield as Paddington and Taunton. ese have all been

painstaking individually cleaned for re-use by volunteers. To complete the platforms requires £60,000 expenditure on tarmac and platform furniture. Railway Station Buildings - an exciting milestone was passed in August 2015 when the foundations for the station building were dug and the concrete poured. Immediately work was started on the internal walls and structural steelwork. e station building itself will be very similar to our externally original GWR station building at Toddington, but will be longer to incorporate modern toilets and other internal features necessary to support a heritage railway. All the brickwork for the station is already acquired, including all the specialist bricks needed to achieve an authentic reproduction of the original GWR door and window surrounds. e roof supporting trusses will be made by our own Steam Locomotive Department from angle iron as used by the GWR. e roof material will feature glass and a modern version of corrugated iron, again, to create the most authentic structure possible. Funds of approximately £220,000 will be required to complete the station building itself. e platform 2 Waiting Room will in the future be completed to the

BROADWAY THE LAST MILE same level of accurate detail. e cost of this is estimated at £65,000 and will be met from funds generated by the Railway’s operations in 2019 and future years.

Signal Box and Signalling Equipment e Signal Box - situated at the south end of platform 2, is to a standard GWR pattern. It has been entirely constructed by volunteers and was completed in Autumn 2015. In the locking room is the lever frame recovered from Aller Junction, formerly on the GWR system west of Newton Abbott. e track and signal design for Broadway station layout will require 22 of the 46 levers in the frame. Extending the station track layout and a possible extension in the future to Honeybourne, with a main line connection, would require approximately 40 of the levers to be in use! No further expenditure is needed here. e Signalling Equipment –the Railway is in the fortunate position of having acquired over the years all of the signals and the majority of the supporting equipment necessary for the approved track and signal layout at Broadway. It is anticipated that £55,000 is suﬃcient to purchase minor components needed to complete the signalling. e signal layout and track diagram are shown at the bottom of page 12. Station Track Layout – the track work in the station itself will come partly from the Railway’s current northern loop at Laverton. e turnouts and rail from Laverton will be supplemented by a third turnout, already acquired, to provide a train storage siding. e layout can be seen in the diagram on Page 12. Expenditure on ballast and ancillary track components not already to hand is anticipated to be £190,000. e Footbridge – in 2013 the Railway was fortunate enough to be gied by Network Rail the GWR footbridge from Henley-in-Arden which is to the same GWR pattern as the original Broadway bridge. On inspection of the bridge, once dismantled to its original components, only the over-track section was found to be in good enough order to reuse. e towers and the steel work for the steps were rusted beyond economic repair but much has been salvaged from the stairways, particularly the cast iron columns, to ensure an accurate footbridge complements the rest of the station

buildings in due course. Much design work has been undertaken by railway consultants to ensure that a structure compatible with modern standards is erected. e two platform mounted towers for the footbridge will be completed in 2016, but, as platform 2 is not required for 2018 operations, the balance of the expenditure necessary to complete the footbridge, estimated at £80,000 will be deferred to a future date and, as such, is not part of this share issue funding.

Broadway: Signal Box (Dec 2015)

Station Driveway and Car Park Signal Box – the station driveway will need construction (Jan 2015) to be re-surfaced once all building works are completed, and the station fencing erected. In addition, a car park will need to be created for our customers commencing their journey at Broadway. e site of the car park will be on land owned by the Railway to the west of the railway Platform construction line between Broadway Bridge and Childswickham Road Bridge, and can be seen in the aerial view of the station on page 18. e structure of the embankment on the east side of the proposed car park has been analysed by cutting a series of trenches in it to understand its composition and the natural slope of the material and this will determine the size of the eventual car park. e costs associated with the car park will be met either from any excess funds from the share issue aer completing the investment programme, or by the Railway from funds available from future operations.

The Railway Line At the southern end, the photo on page 13 shows the Permanent Way train loaded with rail, sleepers and ballast, which together with the material on the track bed itself is suﬃcient to reach Little Buckland Bridge from the current rail head at Laverton. However, before rail can be laid, basic activities of clearing more than 50 years of undergrowth, re-housing creatures which have made the disused track bed their home, re-fencing both

BROADWAY THE LAST MILE

Line clearance

Culvert restoration

sides of the line and digging out and repairing drains and culverts so that water from the Cotswolds drains away as the GWR intended. All of this is required in order that the civil engineering review can be undertaken to confirm the integrity of the line and its suitability to once more safely support trains.

Cotswolds on the east side of the Railway is channelled through culverts to the flatter land on the west side of the line. Between Laverton and Broadway Station there are 9 culverts. e most significant one, Culvert 5C, at the southern end of the extension, was rebuilt in summer 2015 and an embankment slip in the same area attended to. e costs of future repairs to the drainage system are estimated at £100,000.

Line Clearance – the volunteer gang consists of some 15 members and is led by GWRT Director Chris Howl, himself a volunteer for 34 years. Since the aerial photographs were taken, it was decided to supplement the clearance gang’s winter 2015/16 clearance program with professional support in order that the earliest possible civil engineering review of the line is possible. At the time of writing the clearance process is substantially complete and only a further £10,000 is needed in this area.

Railway Track from Little Buckland Bridge to Broadway Station – in the text above, mention has been made that the Railway has all the necessary materials to extend the railway line to Little Buckland Bridge. In addition suﬃcient ballast has been bought to allow the sleepers to be laid to Peasebrook Farm Bridge. e Permanent Way Department consists of around 50 volunteers and is led by GWSR Director, Lee Alibone. e Railway believes it has enough sleepers and track fixing components in stock to complete the line to Broadway Station. What is required is primarily new rail and supplies of ballast to complete the line. e cost of these items based on estimates from Tata Steel and our normal suppliers of ballast together with minor other costs total £490,000.

Lineside Fencing – Bernard Dudfield, a volunteer on the railway since 1981, is responsible for relationships with the Railway’s neighbours and a large part of his remit is lineside fencing. At the time of writing, new fences have been installed from Laverton to Little Buckland on both sides of the line and also in the area of Peasebrook Farm. It is estimated that the additional cost of lineside fencing is £25,000. Drainage and Culvert Repairs – the drainage team is essential to the operation of the Railway. Headed by volunteer Andy Protherough, its primary task is to ensure rainwater from the

Contingency for Civil Engineering – at the time of writing, January 2016, the Civil Engineering team, led by retired railway civil engineer Peter Muir M.I.C.E., B.Sc., have not been able to fully inspect the newly cleared track bed. Accordingly, a contingency for further civil engineering work has been added at £80,000.

BROADWAY THE LAST MILE

Permanent Way and Fencing teams in operation

Part 4 Details of the Offer e Company is seeking to raise £1,250,000 through the issue of Offer Shares at a price of £1 per Offer Share. e maximum amount of shares that could be issued is 2,576,079. If the Company receives applications for less than 1,250,000 Offer Shares the Company will accept such applications and issue the appropriate number of Offer Shares. ere is no minimum amount to be raised under this Offer. If the Company receives applications in excess of 1,250,000 Offer Shares, then the Company will accept such applications to the maximum amount of 2,576,079 in the order of receipt of Share Applications. Subscriptions received above 1,250,000 Offer Shares will be used for the next stages of the Railway’s development. e offer will remain open until the earlier of full subscription or 30 April 2017. Potential Investors wishing to subscribe for Offer Shares should complete the Share

Application Form included at the end of this Share Offer Document. If all the Offer Shares being made available under the Offer are issued, they will represent 34.02% of the enlarged issued share capital of the Company, based on the number of shares in issue at 31 January 2016, the last practicable date before publication of this document. Investors may be eligible for significant tax benefits as the Company has received advance assurance from HMRC that the Offer Shares qualify under the Enterprise Investment Scheme. Part 6 of this Share Offer Document discusses EIS in greater detail, but the following table illustrates the net cost of various levels of purchases of Offer Shares, assuming the Investor is able to obtain income tax relief. Potential Investors should note they must apply for a minimum of 100 Offer Shares in their Share Application Form and thereaer in multiples of 25 Offer Shares.

Number of oﬀer shares purchased

Cost of Purchase (Gross) £

EIS Income Tax Relief (at 30%) £

Net Cost to UK Eligible Investor £

100 500 1,000 5,000 10,000 15,000 20,000

100.00 500.00 1,000.00 5,000.00 10,000.00 15,000.00 20,000.00

30.00 150.00 300.00 1,500.00 3,000.00 4,500.00 6,000.00

70.00 350.00 700.00 3,500.00 7,000.00 10,500.00 14,000.00

BROADWAY THE LAST MILE

Part 5 Shareholder Benefits Shareholders receive complimentary GWSR standard tickets valid for ordinary services, depending on the number of Ordinary Shares held by the Shareholder. Shareholders entered into the register of members at 31 January 2017 shall be entitled to the following free travel on the Railway until 31 October 2017 and similarly for subsequent years.

Embankment restoration

Shareholding

Annal Benefits

100-499 500-999 1,000 – 2,999 3,000 – 4,999

3 free round trips per annum 4 free round trips per annum 5 free round trips per annum Free unlimited travel for the named shareholder and two accompanying guests Free unlimited travel for the named shareholder and three accompanying guests

5,000 shares or more Landslip repairs

Note: Free trips are valid for all ordinary services shown in the GWSR public timetable. e annual trip benefits will be sent out with the annual general meeting papers (normally in May each year). e directors may review shareholder benefits from time to time, but no earlier than 2018. In addition, the Company will make available the following additional benefits; • e first one hundred (100) subscribers for 500 or more shares will receive a print of the painting by Nicholas Trudgian entitled ‘Heading for Broadway’ illustrating 5031 Totnes Castle in BR livery heading a northbound train over the Railway’s Stanway Viaduct. • e first forty (40) subscribers for 1000 or more shares will, in addition to the Nicholas Trudgian print, receive a Bachmann Branchlines model of resident steam locomotive 7903 Foremarke Hall (Bachmann Branchlines 31-781 OO gauge 1:76 scale).

Ballasting

Permanent Way gang track laying 14

BROADWAY THE LAST MILE

Part 6 The Enterprise Investment Scheme (EIS) e Company has received advance assurance from HMRC that the Offer Shares will meet the necessary qualifying conditions for EIS. Individuals subscribing for Offer Shares may qualify for a number of tax reliefs as follows: • Income Tax Relief – An individual Investor is entitled to a reduction in their income tax liability of an amount up to 30% of the sum invested in the Company, thereby reducing the net cost of their investment to 70% of the subscription price. e quantum of the relief is limited to an amount which reduces the Investor’s income tax liability to nil. ere is also an aggregate limit per tax year on income tax relief under EIS of £1,000,000 of qualifying investments. To the extent that the preceding tax year’s limit has not been fully utilised an Investor may choose to elect to have an EIS qualifying investment made in one tax year treated as if it were made in the previous tax year and for EIS income tax relief to be claimed in that earlier year. • Capital Gains Tax (“CGT”) exemption – Any gains realised on the disposal of Offer Shares where income tax relief was granted in accordance with the above paragraph are exempt from CGT, provided that the Offer Shares have been held for a period not less than three years from the date the shares were issued. • CGT deferral – It is possible for an Investor to defer the payment of CGT on other gains by ’rolling over’ these gains into an investment in Offer Shares. is deferral relief is available for gains realised on disposals of any asset within the period commencing three years prior and ending one year aer the acquisition of the Offer Shares. Whilst there are annual limits on the amount of investment that will qualify for income tax relief and CGT exemption there is no upper limit on the amount of capital gains that may be deferred in this way. On disposal of the Offer Shares, the deferred gain then falls back into charge and will be taxed in accordance with the rates and allowances then in force. In the event that an Investor dies whilst still owning the Offer Shares, the deferred gain is extinguished. • Inheritance Tax (“IHT”) relief – Offer Shares will qualify as business property for IHT purposes. Provided an Investor has held the Offer Shares for a minimum of two years, 100% business property relief will apply such that, where the Offer Shares are still owned at the time of death of an Investor, no IHT will be payable on the value of the Offer Shares. • Income Tax relief for losses -If, on the disposal of the Offer Shares at any time, a loss is made, the amount of the loss (aer taking account of any income tax relief received) will be available to offset against either income tax or capital gains tax for the Investor. Where income tax relief is claimed for the loss, the loss can be claimed for the tax year in which the disposal takes place, the preceding tax year or both years as appropriate. • CGT relief for losses – In the event that an Investor wishes to claim the loss against capital gains, this is available to offset against gains realised in the same tax

year. To the extent that the losses exceed gains in that year, any surplus loss is available to carry forward indefinitely to set oﬀ against future gains. • Shareholder benefits – An Investor claiming EIS income tax relief will be denied that relief if, in the four year period commencing one year before the issue of the Oﬀer Shares and ending on the third anniversary thereaer, he or she received benefits (e.g. free travel) worth more than £1,000 in total. Investors should therefore be vigilant to ensure that they do not inadvertently exceed this amount. e above is based on current law and practice and is intended to be a general guide only and is not intended to be nor should it be construed as legal or tax advice and prospective Investors should seek advice in relation to their own circumstances from their advisers. e tax treatment of any investment depends upon the individual circumstances of each potential Investor and may be subject to future change. e advance assurance received from HMRC is relevant only for the purpose of attracting certain tax advantages provided by Part 5 of the Income Tax Act 2007. Such advance assurance covers only certain administrative matters and in no way bears on the commercial viability of the investments to be made; neither does it guarantee the availability, amount or timing or relief from income tax or capital gains tax.

BROADWAY THE LAST MILE

Part 7 Management, Employees and Volunteers Lee Alibone, Lee’s career was in the leisure and hospitality industry operating as Commercial Director and Financial Director with Trusthouse Forte. is provided him with extensive experience of building and developing enterprises greatly valued by both customers and members of the business. With his lifelong interest in railways, Lee joined the Permanent Way (PW) department in 2007 as a volunteer and was elected to the GWSR Board as PW Director in 2014. Alan Bielby, MHKIE, M.I.E.E., C.Eng.(retired) (Chairman and Special Projects Director) Following a career in heavy power electrical engineering, based for many years with a power company in Hong Kong, Alan took early retirement and spent some time in the US and the Caribbean before deciding that it was high time he pursued his life-long interest in trains. He joined the Railway in 2008 became Special Projects Director two years later and, in addition, was appointed Chairman of the GWSR Board in 2013. Christopher Bristow, M.Sc., A.C.M.A. Chris was educated at Imperial College, London. He joined GWSR upon retirement in 2010 and is a volunteer in the Steam Locomotive Department. He is a chartered accountant and in his career he worked around the world for US hitech companies as a finance and administration director. He was appointed to the position of Finance Director in 2013. His other interests include classic cars and motorcycles and charity work in Uganda. Glyn Cornish is 66 years old and a Londoner. His working life was spent in insurance, as both an underwriter and in computer support. He volunteered on the GWSR in 2002, firstly in PW, then in On Train Catering (OTC) and latterly as a DMU driver. He became Membership Secretary and a Director of GWRT in 2008, Chairman of GWRT at the beginning of 2015 and a Cross-Board Director of GWSR shortly aerwards. Glyn has two daughters and a granddaughter and is married to Julia, also a GWSR volunteer, and lives in Bromsgrove. Colin Fewell, F.C.I.I.(retired) Colin worked in the reinsurance industry in actuarial and underwriting departments before becoming an Assistant General Manager. He was then appointed to head up a small team developing a new reinsurance operation throughout much of the Far East and was based in Singapore for four years prior to his retirement. Over the years he has been Chair of Governors at a local school and Chairman of a learning disabilities charity. He joined the GWSR almost 20 years ago and is now Commercial Director. Christopher Sparks MBE, joined the railway as a Travelling Ticket Inspector in 2004, subsequently became a Guard and was appointed Guards’ Inspector in 2009, a position he still holds. Chris spent his career in the Royal Air Force and the Royal Air Force Benevolent Fund in positions dealing with the administration, management and well-being of personnel. With his background Chris was invited to join the Board in 2013 to the newly created position of Volunteer Liaison Director.

Richard Summers, became a shareholder in the GWSR in 1983 and upon retirement as an Engineering Manager in the electricity supply industry in 1997 became a GWSR volunteer. With his wife Hilary, Richard joined the OTC department and they were jointly appointed Heads of Department in 1998 and still serve in that capacity. Richard became a Trustee of the Cotswold Heritage Railway Trust (CHRT) in 2008 and a Director of the GWRT when it replaced CHRT. In 2013 he joined the GWSR Board as a GWRT Cross Board Director. Richard G. Johnson LL.B, (Company Secretary) aer reading law at Birmingham University, Richard was admitted as a solicitor in 1980, starting his own practice in 1986. Richard joined the Railway in 1982, and has been a member for over 30 years. He has been the head of the Carriage & Wagon department for the last eighteen years, and upon retiring from practice in 2014, was both elected a director of the Company, and appointed as Company Secretary.

Employees e Company has three full-time employees of which two are senior managers of the Company:Neil Carr, B.Sc. (Operations Manager) Neil was educated at the University of Newcastle upon Tyne. Trained by the BBC as a Broadcast Engineer, Neil worked in both BBC and Commercial Radio for many years, rising to the position of Regional Technical Manager for Chrysalis Radio. Aer joining the GWSR Steam Locomotive Department in 2003, Neil le full time radio work and became a self-employed broadcaster and railway engineer. Neil was elected as Operations Director in 2006 and accepted the salaried post of GWSR Operations Manager in September 2012. His other interests include narrow boating, walking, cycling and music. Neil is also a volunteer engine driver, signalman and signal and telegraph electrical engineer on the GWSR. Maxine Hawkins, B.A. (Administration Manager). Maxine first joined the Railway in the 1980s, becoming an active member of the Steam Department; then life intervened and she reverted to being an armchair member. In 2010 she joined the GWRT as company secretary, two years later becoming initially Development Foundation Manager and then GWSR Administration Manager; she continues to enjoy both roles. She has previously held management positions in public relations and communications in the electricity generation industry and the general retail sector. With her husband, she also spent four years managing a heritage site in Wiltshire. Her other interests include stitching and cooking.

Volunteers GWRT, the members’ organisation, provides volunteers for operating, engineering, marketing and administering the Railway. It has 4,010 members, of whom some 850 are working volunteers.

Company Secretary Richard G. Johnson (see above).

BROADWAY THE LAST MILE

Broadway Station 1906-1963

e GWR Days (Abbey Pictures)

1906 (Archive Images) 1960: still operating

e BR Days Double Header (Abbey Pictures) 1960: closure, looking south (Ben Brooksbank)

1963: demolition

BROADWAY THE LAST MILE

Site of future Car Park

Signal Box

Station foundations

Footbridge span under repair

Broadway Station - 2015 18

BROADWAY THE LAST MILE

Little Buckland Bridge

Peasebrook Farm Bridge

Pry Lane Bridge

Childswickham Road Bridge

Station Road Broadway Bridge

Broadway Station - looking south, 2015 19

BROADWAY THE LAST MILE

Looking south from Broadway Station, 2009

Looking south from Broadway Station, December 2015

Broadway Station 2009-2015

Looking north from Broadway Station, January 2009

Looking north from Broadway Station, December 2015

BROADWAY THE LAST MILE

Part 8 Historical Financial Information and Company Structure e information below is extracted from the Company’s audited financial statements for the years ended 31 January 2013, 31 January 2014, 31 January 2015 and 31 January 2016. ese financial statements are available for viewing as set out in paragraph 13.2 of Part 10 Further Information of this Share Oﬀer Document. e financial statements to 31 January 2016 include the first year adoption of Financial Reporting Standard 102. FRS102 requires adjustments to be made, where material to the previous years financial statements prepared under previous UK GAAP. ere was no eﬀect on the reported profit for the year ended 31 January 2015 or the Net Assets at that date. ere was a reallocation in respect of donations and grants received in respect of capital purchases that were previously deducted from the cost of fixed assets and are now included within accruals and deferred income. Gloucestershire Warwickshire Steam Railway PLC

Profit and Loss Account Year ended 31 January 2016 £

Year ended 31 January 2015 £

Year ended 31 January 2014 £

Year ended 31 January 2013 £

TURNOVER

1,453,919

1,314,671

1,339,541

823,185

Cost of Sales

695,734

669,580

704,934

492,209

GROSS PROFIT

758,185

645,091

634,607

330,976

Administrative Expenses

724,158 34,027

652,956 (7,865)

642,759 (8,152)

1,268,186 (937,210)

Other Operating Income

213,162

222,084

262,984

706,261

OPERATING PROFIT/(LOSS) Profit on disposal of land

247,189

214,219

254,832

(230,949)

247,189

214,219

254,832

134,000 (96,949)

794 247,983

1,348 215,567

286 255,118

(96,949)

5,829

9,996

8,964

242,154

205,571

245,122

(105,913)

--------------------

5,021 --------------------

--------------------

242,154 ===========

205,571 ===========

240,101 ===========

(105,913) ===========

Interest Receivable and Similar income Interest payable and Similar charges PROFIT/(LOSS) ON ORDINARY ACTIVITIES BEFORE TAXATION Tax on Profit/(Loss) on Ordinary activities PROFIT/(LOSS) FOR THE FINANCIAL YEAR

BROADWAY THE LAST MILE

Balance Sheet Year ended 31 January 2016 £

Year ended 31 January 2015 £

Year ended 31 January 2014 £

Year ended 31 January 2013 £

4,064,802

3,552,509

2,670,326

2,236,284

29,422 52,096 300,497 382,015

35,621 68,373 313,961 417,955

33,915 104,125 649,322 787,362

30,729 69,702 579,534 679,965

222,069

123,961

189,676

177,091

NET CURRENT ASSETS

159,946

293,994

597,686

502,874

TOTAL ASSETS LESS CURRENT LIABILITIES

4,224,748

3,846,503

3,268,012

2,739,158

(98,322)

(164,493)

(148,497)

(186,506)

(230,582)

(59,460)

3,895,844 ============

3,622,550 ============

3,119,515 ============

2,552,652 ============

2,423,921 466,777 1,005,146

2,392,781 466,777 762,992

2,095,317 466,777 557,421

1,768,555 466,777 317,320

3,895,844 ===========

3,622,550 ==========

3,119,515 ==========

2,552,652 ==========

FIXED ASSETS Tangible Assets CURRENT ASSETS Stocks Debtors Cash at bank & in hand

CREDITORS Amounts falling due Within one year

CREDITORS Amounts falling due aer more than one year Accruals and Deferred Income NET ASSETS CAPITAL AND RESERVES Called up share capital Revaluation reserve Profit and loss account SHAREHOLDERS FUNDS

Busy Saturday at Winchcombe

BROADWAY THE LAST MILE

Cash Flow Statement Net cash inflow/ (outflow) from operating activities Returns on investments and servicing of finance Capital expenditure

Financing Decrease/(increase) in Cash in the period

Year ended 31 January 2016 £

Year ended 31 January 2015 £

Year ended 31 January 2014 £

Year ended 31 January 2013 £

608,406

351,914

279,052

(137,665)

(5,035)

(8,648)

(9,710)

(8,964)

(581,804)

(936,095)

(488,312)

(34,818)

21,567

(592,829)

(218,970)

(181,447)

(35,031)

257,468

288,758

60,912

(13,464) ============

(335,361) ============

69,788 ============

(120,535) ============

Reconciliation of Operating Profit/(Loss) to Net Cash (Outflow) / Inflow from Operating Activities Operating Profit/(Loss) Depreciation Profit on disposal of fixed assets Decrease/(increase) in stocks Decrease in debtors Increase in creditors Net cash inflow/ (outflow) from operating activities

2016 £ 247,189 69,510

2015 £ 214,219 58,312

2014 £ 254,832 54,271

2013 £ (230,949) 57,072

(4,400)

6,199 16,277 269,231

(1,706) 35,752 49,737

(3,186) (34,423) 7,558

5,049 1,286 29,877

608,406

351,914

279,052

(137,665)

============

Analysis of Cash Flows for Headings Netted in the Cash Flow Statement Returns on investments and servicing of finance Interest received Interest element of hire purchase payments Net cash outflow for returns on investments and servicing of finance Capital Expenditure Purchase of tangible fixed assets Sale of tangible fixed assets Net cash (outflow) for capital expenditure Financing: Capital repayments in year Share Issue Net cash (outflow)/ inflow from financing

2016 £

2015 £

2014 £

2013 £

794

1,348

286

(5,829)

(9,996)

(8,964)

(5,035) ============

(8,648) ============

(9,710) ============

(8,964) ============

(581,804)

(940,495)

(488,312)

(168,818)

4,400

134,000

(581,804) ============

(936,095) ============

(488,312) ============

(34,818) ============

(66,171) 31,140

(39,996) 297,464

(38,004) 326,762

(39,036) 99,948

(35,031) ============

257,468 ============

288,758 ============

60,912 ============

BROADWAY THE LAST MILE

Part 9 Company Structure, Relationships and Additional Information Gloucestershire Warwickshire Steam Railway PLC e Company, which trades as the Gloucestershire Warwickshire Railway was established in July 1981 with a mission that the Company aims to reopen and operate as much as is possible of the former Great Western Railway between Cheltenham and Stratfordupon-Avon; the resultant heritage railway will be run on commercial principles to provide publicly accessible transport, an educational attraction for its visitors and a relevant pastime for its volunteer workforce. Following a successful share issue in 1983, the Company purchased the track bed from approximately half a mile south of Cheltenham Racecourse to half a mile north of Broadway. Around the same time the Company obtained the necessary Light Railway Order to enable it to operate train services. e Company is therefore the owner of the assets and infrastructure and operator of the Railway. GWSR also operates two shops, an on-train catering service, two cafés and extensive locomotive and carriage repair and restoration facilities. e concept is of a heritage railway museum and strong policies are in place to support this approach. e Company had an authorised share capital of £5,000,000 with 2,423,921 ordinary shares in issue as at 31 January 2016 via some 4,889 shareholders. Annual turnover for 2017 is expected to be in the region of £1.6 million. e issued share capital of the Company as at 31 January 2016 was £2,423,921. e Railway has been chosen as Ian Allan Heritage Railway of the Year in both 2003 and 2011. In 2012 the Railway received the Heritage Railway Association (HRA) Peter Manisty Award for an outstanding contribution to railway heritage.

In 2015, the Railway volunteers were awarded the Queen’s Award for Voluntary Service. is is the equivalent of an individual receiving an MBE and we are all justifiably proud that our volunteers have achieved the recognition necessary to gain this award.

Gloucestershire Warwickshire Railway Trust GWSR works closely with this charitable trust which recruits volunteers to assist in the operation, maintenance and development of the Railway. Presently it has some 4010 members of whom some 850 are volunteers on the Railway. e GWRT is also a source of grant support to the Company.

Development Foundation GWSR and GWRT have established a jointly funded organisation to secure donations, grants and share sales. is is led by a full time Development Manager (who is an employee of the Company) and this Share Oﬀer is one product of the Development Foundation's strategy. For more background on the Railway, GWRT and the Development Foundation, please visit the website www.gwsr.com

Additional Company Information e Company’s Articles of Association prohibit any distribution of profits or assets to its Shareholders. erefore no dividend is paid to Shareholders, and any profit is retained by the Company and used to support the running of the Railway. Shareholders receive an annual allowance of free tickets for travel on the Railway, provided the number of shares they hold exceeds the minimum number required to qualify. Shareholders must own at least 100 shares on 31 January each year to be eligible for that year’s free ticket allowance. e Company’s shares are not listed on any investment exchange or stock market, and there are no trading arrangements for the shares in place. ere are no plans to put any trading arrangements in place.

e infamous Chicken Curve near Winchcombe

BROADWAY THE LAST MILE

Part 10 Further Information 5. Memorandum and Articles

1. Responsibility Statement e Directors, whose names are listed in Part 7 of this Share Offer Document, accept responsibility, both individually and collectively, for the information contained in this Share Offer Document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Share Offer Document is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. e Company 2.1 e Company is incorporated and registered in England and Wales under the Companies Acts 1948-2006 (as amended) with registered number 1576947. 2.2 e principal legislation under which the Company operates is the Companies Acts 1948 to 2006, its Light Railway Order made on 23 December 1983, the Railways and Other Guided Transport Systems (Safety) (Amendment) Regulations 2011 and the Railways and Other Guided Transport Systems (Miscellaneous Amendments) Regulations 2013 and regulations made thereunder. 2.3 e liability of the members of the Company is limited. 2.4 e Company’s registered oﬃce and principal place of business is located at the Railway Station, Toddington, Gloucestershire, GL54 5DT. 2.5 e Company is domiciled in England. 2.6 e Company has no subsidiaries.

3. Enterprise Investment Scheme On 27 January 2015 HMRC granted advance assurance that it accepted that the conditions of the EIS will be satisfied by the Company and that HMRC would be able to authorise the Company to issue certificates under Chapter 5 Part 5 Income Tax Act 2007 in respect of the Oﬀer Shares to be issued pursuant to this Share Oﬀer Document, following receipt of a form EIS1 satisfactorily completed.

4. Share Capital Year ended 31st January 2016 – authorised 5,000,000 ordinary shares of £1 each £5,000,000 Allotted, called up and fully paid ordinary shares of £1 each

£2,423,921

Year ended 31st January 2015 – authorised 5,000,000 shares of £1 each £5,000,000 Allotted, called up and fully paid ordinary shares of £1 each

£2,392,781.

4.1 e above is a summary of the share capital of the Company. 4.2 e Directors are empowered to allot and issue equity securities up to the authorised limit. 4.3 As at 31 January 2016, the last practical date before the publication of this document, the Company had 2,423,921 ordinary shares of £1 in issue. 4.4 Details of substantial shareholders – holding more than 3% of the issued share capital at 31 January 2016 is as follows: No. of ordinary shares and percentage of total: Gloucestershire Warwickshire Railway Trust 353,340, 14.58% of issued share capital

A summary of the main provisions of the Company’s Memorandum and Articles is provided at Appendix 3 of this Share Oﬀer Document. A copy of the full text of the Memorandum and Articles may be obtained on request from the Company Secretary at the Company’s registered oﬃce.

6. Additional Information on the Directors 6.1 e table below states the names of all companies and partnerships, other than Gloucestershire Warwickshire Steam Railway PLC, of which the Directors are currently a director or partner. Name, followed by Current Directorships/partnerships: Lee Alibone, None Alan Bielby, None Christopher Bristow, None Glyn Cornish, GWRT Colin Fewell, None Richard Johnson, None Christopher Sparks MBE, None Richard Summers, GWRT 6.2 None of the Directors has been a director of a company or a partner in a partnership which has been placed in receivership, administration or insolvent liquidation (including a company or partnership voluntary arrangement) while he was a director of that company or a partner in that partnership or during the 12 months preceding such events. 6.3 None of the Directors (i) has any unspent convictions; (ii) is or has been bankrupt or made any voluntary arrangement; (iii) has been the subject of public criticism by a statutory or regulatory authority (including recognised professional bodies); or (iv) has been disqualified by a court from acting as a director of any company or from acting in the management or conduct of the aﬀairs of any company. 6.4 No Director, including the Chairman, directly receives any fees, salary payments (including benefits in kind), pension contributions or other emoluments from the Company. No Director claims any expenses for attendance at meetings. 6.5 ere are no outstanding loans granted by the Company to any of the Directors, nor are there any guarantees provided by the Company for any Directors’ benefit. 6.6 As at 31 January 2016, the last practicable date before the publication of this Share Oﬀer Document, the interests of each Director and his immediate family in the issued share capital of the Company was as follows: Ordinary shares of £1 each Lee Alibone Alan Bielby Christopher Bristow Glyn Cornish Colin Fewell Richard Johnson Christopher Sparks MBE Richard Summers

1,250 1,000 3,222 3,100 5,000 3,210 300 1,020

6.7. Related Party Disclosures GWRT - an entity under common directorship/ trusteeship. During the year the Company received donations from GWRT (a registered charity) towards the extension to Broadway, the purchase of carriages and other projects on the Railway amounting to £321,005 (2015 - £168,710).

BROADWAY THE LAST MILE Sales invoices and purchase invoices in respect of overheads recharged to/from GWRT amounted to £nil (2015 - £nil), and £nil (2015 - £210) respectively.

7. Material Agreements e Company has two material agreements entered into with Moveright International Ltd. A finance lease agreement for £419,690 entered into during 2009 and a further finance lease agreement entered into in 2014 for £100,000. e outstanding balance at 31 January 2016 on these leases was £161,363 (2015 - £227,534). Annual repayments under these two financial leases are £72,000.

8. Litigation Neither the Company nor any of its Directors are aware of any governmental, legal or arbitration proceedings pending or threatened against the Company.

9. Working Capital e Directors are of the opinion, having made due and careful enquiry and having taken into account the proceeds of the Share Offer, that the Company will have sufficient working capital for its present requirements, that is for at least the twelve month period following the date on which Offer Shares are first allotted pursuant to this Share Offer Document.

10. Employees During the year ended 31 January 2016, the average number of employees employed by the Company each month was three full-time members of staﬀ.

11. Financial Information 11.1 e financial information referred to in this Share Oﬀer Document does not constitute statutory accounts within the meaning of sections 434 and 435 of the Companies Act. Statutory accounts of the Company for the financial years ended 31 January 2013, 31 January 2014, 31 January 2015 and 31 January 2016 have been delivered to the Registrar of Companies. 11.2 Save as disclosed in this Share Oﬀer Document, there has been no significant change in the financial or trading position or prospects of the Company since 31 January 2016, the date of the Company’s last statutory accounts.

12. Taxation 12.1 Whilst it is the intention of the Directors that the Company will be managed so as to qualify for EIS reliefs, there can be no guarantee that it will qualify or that such status will be maintained. e following paragraphs are intended as a general guide only for Investors who are resident and ordinarily resident in the United Kingdom for tax purposes, holding Offer Shares as investments and not as securities to be realised in the course of a trade, and are based on current legislation and HRMC’s practice. Any person who is in any doubt about their tax position or who is subject to taxation in a jurisdiction other than the UK, should consult their own professional adviser immediately. 12.2 Taxation of Chargeable Gains – For the purpose of UK tax on chargeable gains, the issue of Offer Shares pursuant to this Share Offer Document will be regarded as an acquisition of a new holding in the share capital of the Company. To the extent that an Investor acquires Offer Shares allotted to him/her, the Offer Shares so allotted will, for the purpose of tax on chargeable gains, be treated as acquired on the date of allotment. e amount paid for the Offer Shares will constitute the base cost of an Investor’s holding. If an Investor disposes of all or some of his/her Offer Shares, a liability to tax on chargeable gains may, depending on his/her circumstances, arise. 12.3 Business Property Relief and Inheritance Tax – Unquoted shares representing minority interests in trading companies such as the Company potentially qualify for 100% business property relief which gives up to 100% exemption from inheritance tax. erefore, where an Investor makes a lifetime gi of shares or dies while still

the owner of the shares, no inheritance tax will be payable in respect of the value of the shares, provided certain conditions are met. e main condition is that the Investor held the shares for two years before the date of transfer or death. 12.4 Stamp Duty and Stamp Duty Reserve Tax – No stamp duty or stamp duty reserve tax will generally be payable on the issue of the Oﬀer Shares. 12.5 Dividends and Other Distributions (a) e Company does not currently pay dividends to Shareholders, but if that were to change then dividends paid by the Company would carry an associated tax credit of one-ninth of the cash dividend or 10% of the aggregate of the cash dividend and associated tax credit. Individual Shareholders resident in the UK receiving such dividends would be liable to income tax. e eﬀect would be that taxpayers who are otherwise liable to pay tax at the basic rate of income tax would have no further liability to income tax in respect of such a dividend. Higher rate taxpayers would have additional tax liability (aer taking into account the tax credit). Individual Shareholders whose income tax liability is less than the tax credit would not be entitled to claim a repayment of all or part of the tax credit associated with such dividends. In the Summer budget of 2015 it was announced that the Government would transform the taxation of dividends from April 2016. is will result in higher rates of tax on dividends. At present, legislation has not been introduced in this regard. As such, despite the fact that the Company does not currently pay dividends, we suggest that Investors should consider this change. (b) A UK resident corporate Shareholder should not be liable to corporation tax or income tax in respect of dividends received from the Company unless that company is carrying on a trade of dealing in shares. (c) Trustees of discretionary trusts are liable to account for income tax at the rate applicable to trusts. (d) Persons who are not resident in the UK should consult their own tax advisers on the possible application of such provisions and on what relief or credit may be claimed for any such tax credit in the jurisdiction in which they are resident. ese comments assume that Shares are held as an investment and not as an asset of financial trade.

13. General 13.1 Hazlewoods has given and not withdrawn its written consent to the inclusion in this Share Offer Document of the references to its name in the form and context in which they appear. 13.2 Copies of the following documents will be available for inspection during normal business hours on any days (other than Saturday, Sunday and public holidays) from the date of this Share Offer Document until close of the Offer at the Company’s registered office. • e Memorandum and Articles of Association. • e Company’s audited accounts for the years ended 31 January 2013, 31 January 2014, 31 January 2015 and 31 January 2016. • e consent letter referred to in paragraph 13.1 above.

BROADWAY THE LAST MILE

Part 11 Risk Factors is Share Offer Document contains forward-looking statements which have been made aer due and careful enquiry and are based on the Directors’ current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. ese forward-looking statements are subject to, inter alia, the risk factors described in this Part 11 of the Share Offer Document. e Directors believe that the expectations reflected in these statements are reasonable, but may be affected by a number of variables that could cause actual results or trends to differ materially. Each forward-looking statement speaks only as of the date of the particular statement. Factors that might cause a difference include, but are not limited to, those discussed in this Part 11 of this Share Offer Document. Given these uncertainties, prospective Investors are cautioned not to place any undue reliance on any forward-looking statements. e Company and the Directors disclaim any obligation to update any forward looking statements in this Share Offer Document to reflect future events or developments and reserve the right to remedy any errors that may be present in this document until applications for subscriptions relating to Offer Shares are no longer accepted by the Company. ere are significant risks associated with the Company. Prior to making an investment decision in respect of the Offer Shares, prospective Investors should consider carefully all of the information within this Share Offer Document, including the following risk factors. e Directors believe the following risks to be the most significant for potential Investors. However, the risks listed do not necessarily comprise all those associated with an investment in the Offer Shares. In particular, the Company’s performance may be affected by changes in market or economic conditions and in legal, regulatory and/or tax requirements. e risks listed are not set out in any particular order of priority. Additionally, there may be risks not mentioned in this Share Offer Document for which the Directors are not aware or believe to be immaterial but which may, in the future, adversely affect the Company’s business. If any of the following risks were to materialise, the Company’s business, financial condition, results or future operations could be materially and adversely affected. In such cases an Investor may lose part or all of his investment. Additional risks and uncertainties not presently known to the Directors, or which the Directors currently deem immaterial, may also have an adverse effect upon the Company and the information set out below does not purport to be an exhaustive summary of the risks affecting the Company. Before making a final investment decision, prospective Investors should consider carefully whether an investment in the Company is suitable for them and, if they are in any doubt, they should consult with an independent financial adviser authorised under FSMA which specialises in advising on the acquisition of shares and other securities. Prospective Investors should consider carefully whether an investment in the Company is suitable in the light of their own personal circumstances and the financial resources available to them. .

1. Specific Risks Associated with the Company 1.1 e Company - the Company’s business plan is based on assumptions about predicted future trade and anticipated costs of restoration, which the Directors consider to be reasonable but which are inherently subject to

variation and uncertainty. ere is no certainty that the works outlined in this Share Offer Document will be undertaken at the cost indicated. 1.2 Reliance on management and skilled staff – the Company’s success depends to a large extent on the activities of its management and skilled staff. If one or more of the current management team were unable or unwilling to continue in his or her position, the Company’s business could be disrupted and it might not be able to find replacements on a timely basis or with the same level of skill and experience. 1.3 Reliance on volunteers –the Company is reliant upon the goodwill and commitment of a large volunteer workforce, without which it would be unable to operate. Should the Company find it is unable to attract sufficient volunteers in future years it may not be possible to continue the current operation of the Railway. 1.4 Adverse weather – the Company may be affected by adverse weather conditions which could in turn cause failures of its infrastructure. ese are mitigated against by rigorous inspection and maintenance of the Company’s infrastructure and the major improvements instigated since 2010; however the significant civil engineering structures of the Railway do present a degree of geological risk, primarily weather related. 1.5 Accidents – the Company could be affected were there to be a significant accident on the Railway. e Company operates strictly in accordance with its Safety Management System and associated Rules and Regulations. ese are reviewed and amended whenever a risk is identified to reduce the possibility of accidents occurring. e Chairman, working through the Safety Manager, is the Director appointed with responsibility for Health and Safety.

2. General risks affecting the Company 2.1 Legislation and tax – changes in the UK’s legislative or tax regimes could adversely affect the Company’s operations and financial condition. ere can be no assurance that the legislation or levels of taxation or tax arrangements to which the Company is subject will not be varied. Any increase in the levels of taxation to which the Company is subject in the UK, or the implementation of any new taxes or levies to which the Company may be subject, could have a material adverse effect on the Company’s business, financial condition and results of its operations. is Share Offer Document has been prepared on the basis of current UK legislation, rules and practice and the Company’s advisers’ interpretation thereof. Such interpretation may not be correct and it is always possible that legislation, rules and practice may change. Any changes in taxation legislation and rules and in particular, any changes to basis of taxation, tax relief and rates of tax, may affect the availability of reliefs and the value of an investment in the Company. ere can be no assurance that HMRC will not retract the advance assurance it has given to the Company that the Offer Shares will meet the necessary qualifying conditions for EIS, any retraction of which would result in any tax reliefs available being withdrawn, nor that the Company will continue to meet the EIS conditions during the qualifying period, which would result in any tax reliefs available being withdrawn. Investors wishing to obtain income tax relief will need to make the proper filings with HMRC within the requisite time periods and Investors may lose such relief if these are not so filed.

BROADWAY THE LAST MILE 2.2 Exposure to economic cycle – the Company could be affected by unforeseen events outside its control, including economic and political events and trends, inflation and deflation, terrorist attacks or currency exchange fluctuation. e combined effect of these factors is difficult to predict and an investment in the Company could be affected adversely by changes in economic, political, administrative, taxation or other regulatory factors. As is the case with any visitor attraction, visitor numbers may decline when disposable income is less readily available. 2.3 Future financing – the Directors have no current plans for raising additional capital, other than the issue of Offer Shares through the Share Offer Document and the monthly standing order scheme and are of the opinion that the working capital available to the Company will be sufficient for its present requirements. e Company, however, may seek to raise extra capital in the future to develop its business. No assurance can be given that any such additional financing will be available or that, if available, it will be available on terms favourable to the Company or to the Shareholders. Further equity financing may be dilutive to the Shareholders or result in an issuance of securities whose rights, preference and privileges are senior to those of the Shareholders. e Directors may seek debt finance to fund the Company’s business. ere can be no assurance that the Company will be able to raise those debt funds, whether on acceptable terms or at all. Debt financing may require the Company to enter into covenants restricting its future operational and financial activities. 2.4 General – events in the past, or experience derived from these, or indeed present factors, beliefs or circumstances, or assumptions derived from any of these, do not predetermine the future. Hopes, aims, targets, plans or intentions contained in this Share Offer Document are no more than that and should not be construed as forecasts. Past performance is no guide to future performance and there is no guarantee that the Company’s objectives will be achieved.

e Directors can make no guarantee of performance that will be achieved by the Company.

3. General Risks Relating to an Investment in the Offer Shares 3.1 An investment in the Offer Shares is speculative and should only be undertaken by Investors capable of evaluating the potential risks and merits of such an investment and who have sufficient resources to bear any loss that might result from such an investment. e value of the Offer Shares will be dependent upon the success of the activities undertaken by the Company and prospective Investors should be aware that the value of the Offer Shares can go down as well as up. It may be difficult for Investors to sell their Offer Shares at what they consider to be a reasonable price and in some circumstances, it may be difficult for them to sell them at any price or otherwise realise their investment. Accordingly Investors may not recover the amount invested. In addition it may be difficult to obtain reliable information about the value of their Offer Shares or the extent of the risks to which they are exposed. 3.2 e Company is an unlisted company. e Company is an unlisted company. ere are no plans to seek a public quotation on any investment exchange or other market for the Shares. e Company will not be subject to the Listing Rules of the UKLA, the AIM Rules for Companies, the UK Corporate Governance Code published by the Financial Reporting Council (September 2014) or any other similar rules or regulations applying to companies with securities admitted or, traded on, an investment exchange. Accordingly, Shareholders will have neither the rights nor the protections commonly available to shareholders in publicly quoted companies. 3.3 Prospective Investors should not invest in the Company unless they have carefully thought about whether they can afford it and whether such an investment is right for them, having had the opportunity to take independent advice.

2-8-0 No. 2807, built in 1903 - the oldest GWR loco in private hands

BROADWAY THE LAST MILE

Part 12 Definitions e following definitions apply throughout this document unless the context otherwise requires: “Memorandum and Articles” e memorandum of association and articles of association of the Company for the time being (a summary of which is at Appendix 3) “Board” e board of directors of the Company from time to time “Business Day(s)” (a)day(s) (other than a Saturday or a Sunday) on which banks are generally open for business in London “CGT” capital gains tax “Closing Date” e earlier of full subscription or 30 April 2017 “Companies Act” e Companies Act 2006 “Company” or “GWSR” Gloucestershire Warwickshire Steam Railway PLC, incorporated in England and Wales with company registration number 1576947 “Directors” Alan Bielby (Chairman), Lee Alibone, Christopher Bristow, Glyn Cornish, Colin Fewell, Richard Johnson, Christopher Sparks MBE, Richard Summers “EIS” e Enterprise Investment Scheme as set out in Part V of the Income Tax Act 2007 “FCA” e United Kingdom Financial Conduct Authority “FSMA” e Financial Services and Markets Act 2000 of the United Kingdom, as amended “GWRT” Gloucestershire Warwickshire Railway Trust “HMRC” HM Revenue & Customs “Investor(s)” A Share Applicant(s) “London Stock Exchange” London Stock Exchange PLC “Offer’ or “Share Offer” or “2016 Share Offer” e offer of Offer Shares in the Company “Offer Shares” Up to 1,250,000 ordinary shares of £1 each in the capital of the Company, to be issued by the Company to Share Applicants wishing to subscribe for the same, or such additional shares for which share applications are received under this Share Offer Document “Official List” e list maintained by the United Kingdom Listing Authority in accordance with section 74(1) of FSMA for the purposes of Part VI of FSMA “Railway” Gloucestershire Warwickshire Steam Railway “Shares” e issued and to be issued shares of the Company, together with the existing shares and the Offer Shares “Shareholder(s)” Person(s) who are from time to time registered as holders of Shares in the capital of the Company “Share Application” An application by a Share Applicant “Share Applicant” An applicant who completes a Share Application Form to subscribe for Offer Shares “Share Application Form” e share application form attached to this Share Offer Document “Share Offer Document” is document “Subscription Period” e period from the date of this document to 30 April 2017 or, if earlier, full subscription of the maximum number of shares “UK” or “United Kingdom” e United Kingdom of Great Britain and Northern Ireland “UKLA” e FCA acting in its capacity as competent authority for Part VI of FSMA is referred to as the UK Listing Authority or UKLA All references to statute or other forms of UK legislation in this Share Offer Document shall, unless otherwise stated, be references to statutes or forms of legislation of the UK and any reference to provisions of any legislation shall include any amendment, modification, re-enactment or extension thereof. All references to time in this Share Offer Document are to London time and all dates and times stated in this Share Offer Document may be subject to change.

Station, signalling and workshop staﬀ

BROADWAY THE LAST MILE

Appendix 1 Terms & Conditions of a Share Application 1. e basis of the allotment of Offer Shares will be determined by the Directors of the Company in their absolute discretion. e right is reserved to reject any application or to accept any Share Application in whole or in part or to scale down any applications or to accept applications on a “first come first served” basis. If any Share Application is not accepted, the amount paid on application will be returned without interest, by cheque sent through the post at the applicant’s risk. e right is reserved to present all cheques and bankers’ dras on receipt, and to retain certificates for the Offer Shares pending the clearance of all cheques. 2. No person receiving a copy of this Share Offer Document and/or a Share Application Form in any territory other than the United Kingdom may treat the same as constituting an invitation to him or her, nor should he or she in any event use such Share Application Form unless in the relevant territory such an invitation could lawfully be made to him or her, or such Share Application Form could lawfully be used without compliance with any registration or other legal requirements. It is the responsibility of any person outside the United Kingdom wishing to make an application hereunder to satisfy himself or herself as to full observance of the laws of the relevant territory in connection therewith including obtaining any governmental or other consents which may be required or observing any other formalities needing to be observed in such territory. e Offer Shares have not been nor will they be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended, and the relevant exceptions are not being obtained from the securities regulatory authority of Canada. Except in a transaction which is exempt under the relevant legislation, the Offer Shares may not be directly or indirectly offered, sold or delivered in the United States, Canada or Australia or to US persons or to persons resident in Canada or Australia nor may a Share Application Form be lodged by any such persons. For the purposes of this Share Offer Document, “United States” means each state of the United States of America, (including the District of Columbia), its territories, possessions and all areas subject to its jurisdiction. “Canada” means Canada and each province thereof. “Australia” means Australia and each state or territory thereof. “US person” has the meaning given in Regulation S promulgated under the Securities Act and “resident in Canada” means a citizen, national or resident of Canada, the estate of any such person, a partnership, corporation or other entity created or organised in or under the laws of Canada, or any estate or trust the income of which is liable to Canadian income tax regardless of its source. “Resident in Australia” means a citizen, national or resident of Australia, the estate of any such person, a partnership, corporation or other entity created or organised in or under the laws of Australia, or any estate or trust the income of which is liable to Australian income tax regardless of its source. Each person who completes a Share Application Form warrants that he or she is not a US person or a person resident in Canada or Australia and that he or she will not hold or acquire any of the Offer Shares for the account or benefit of any US person or person resident in Canada or Australia or with the view to the offer, sale or delivery, directly or indirectly, of any Offer Shares in the United States or Canada or any province therefore or Australia or any state or territory thereof or to or for the account of any US person or person resident in Canada or Australia. Persons resident in other overseas territories should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to participate in the Offer.

3. Your offer must be made on the Share Application Form. By completing and delivering a Share Application Form, you, as the applicant, and, if you sign the Share Application Form on behalf of another person or a corporation, that person or corporation: a) Irrevocably offer to take under the Offer the number of Offer Shares specified in the Share Application Form, on the terms of, and subject to, the conditions set out in this Share Offer Document, including these terms and conditions and subject to the Memorandum and Articles of the Company; b) Agree that you will accept the number of Offer Shares allotted to you in accordance with paragraph a) above or such lesser number of Offer Shares in respect of which an application may be accepted; c) Agree that all applications, acceptances, allotments and contracts arising from this application will be governed by and construed in accordance with, English law; d) Warrant that if you sign the Share Application Form on behalf of somebody else or on behalf of a corporation you have the authority to do so and such person will also be bound accordingly and will be deemed also to have given the confirmation, warranties and undertakings contained in these terms and conditions of application; e) Confirm that you are not relying on any information or representations other than those contained in this Share Offer Document; f) Warrant that the remittance accompanying your Share Application Form will be honoured on first presentation and agree that if it is not honoured the Company may (without prejudice to any other rights it may have) void the agreement to allot the relevant Offer Shares and may allot them to some other person in which case you will not be entitled to any refund or payment in respect thereof; g) Agree this application constitutes a contract with the Company which shall become binding upon delivery of the Share Application Form, duly completed at the address shown on the Share Application Form; and h) Do not expect the Company or any of its advisers to provide you with any duty or responsibility similar or comparable to the “suitability” rule of the FCA and are taking shares under the Offer on an “execution only” basis. 4. a) It is a term of the Offer that to ensure compliance with the Money Laundering Regulations 2007, the Company is entitled to require at its absolute discretion verification of identity from any Share Applicant including, without limitation, any person who either: (i) Tenders payment drawn on an account in the name of a person or persons other than the Share Applicant; or (ii) Appears to the Company to be acting on behalf of some other person. Pending the provision of evidence satisfactory to the Company as to the identity of the Share Applicant and/or any person on whose behalf the Share Applicant appears to be acting, the Company, in its absolute discretion, may retain a Share Application Form lodged by a Share Applicant and/or the cheque or other remittance pertaining thereto and/or not enter the Share Applicant on the register of members or issue any share certificate in respect of them. b) If verification of identity is required, this may result in a delay in dealing with an application and/or rejection of the application. In order to avoid this, payment should ideally be made by the Share Applicant himself.

BROADWAY THE LAST MILE c) e Company reserves the right, in its absolute discretion, to reject any application in respect of which the Company considers that, having requested verification of identity, it has not received evidence of such identity satisfactory to it by such time as was specified in the request for verification of identity or in any event within a reasonable period. In the event of an application being rejected in any such circumstances, the Company reserves the right in its absolute discretion, but shall have no obligation, to terminate any contact of allotment relating to or constituted by such Share Application Form (in which event the monies payable or paid in respect of the application will be returned (without interest) to the account of the drawee bank from which sums were originally debited) in which case without prejudice to any rights the Company may have to take proceedings to recover in respect of loss or damage suﬀered or incurred by it as a result of the failure to produce satisfactory evidence as aforesaid. e submission of a Share Application Form will constitute a warranty and undertaking by the Share Applicant to the Company to provide promptly to the Company such information as may be specified by the Company as being required for the purpose of the Money Laundering Regulations 2007.

advisers to treat an application in respect of Oﬀer Shares lodged by any Share Applicant as invalid or to terminate any contract of allotment as a result of the Company not having received evidence as to the identity of the person lodging the relevant Share Application Form reasonably satisfactory to it within a reasonable time of having requested such information.

b) All documents or remittances sent by or to a Share Applicant, or as he/she may direct, will be sent through the post at his/her own risk. All payments under the Oﬀer must be made in pounds sterling.

d) Neither the Company nor its advisers shall be responsible or have any liability for loss or damage (whether actual or alleged) arising from the election by the Company or its

Your attention is drawn to the Further Information set out in Part 10 of this Share Oﬀer Document and the terms and conditions set out in Appendix 1.

5. Certain details regarding taxation are set out in this Share Oﬀer Document. If you are in any doubt as to your tax position, you should consult your own professional adviser. a) Definitive certificates in respect of Oﬀer Shares are expected to be dispatched within 14 days of acceptance, and in any event no later than 28 days. No temporary documents of title will be issued and pending the issue of definitive share certificates, transfers will be certified against the register.

Appendix 2 Share Application Procedure Before making any application to subscribe for Oﬀer Shares, you are recommended to consult an independent financial adviser authorised under FSMA. e following instructions should be read in conjunction with the Share Application Form and the terms and conditions of application set out in this Share Oﬀer Document.

behalf of each joint applicant. eir full names and addresses should be inserted in BLOCK CAPITALS in B2. 4. Tick the box E if you wish to claim Enterprise Investment Scheme (EIS) Relief. 5. Sign and date the Share Application Form in F.

1. Insert in A on the Share Application Form (in figures) the number of Offer Shares that you are applying for and the amount payable. e minimum application under this Offer is for 100 Offer Shares. Additional Offer Shares are available in multiples of 25; e.g.125,150, 175, etc. 2. Insert in A (in figures) the amount payable. For example, the amount payable for Offer Shares under the Offer is as follows:

Number of Oﬀer Shares

Amount payable (£)

100 1,000 10,000

Please note all payments must be made by cheque, bankers’ dra, or debit card, in pounds sterling drawn on a bank or building society in the United Kingdom, or which has arranged for its cheques and bankers’ dras to be cleared through the facilities provided by those companies or committees. All cheques and bankers’ dras must bear the appropriate sort code in the top right-hand corner. Cheques and bankers’ dras should be made payable to Gloucestershire Warwickshire Steam Railway PLC. It is a term of the Oﬀer that all cheques, which are able to be presented on receipt, will be honoured on first presentation. e Company reserves the right to seek special clearance of cheques. 3. Insert your full name and address in BLOCK CAPITALS in B. Please also provide a telephone number and email address wherever possible (C/D). You may apply jointly, in which case you must arrange for the Share Application Form to be completed by or on

e Share Application Form may be signed by another person on your behalf (and/or on behalf of any joint applicant(s) if that person is duly authorised to do so, but the power(s) of attorney (or (a) a copy(ies) thereof duly certified by a solicitor) or form(s) of authority must be enclosed for inspection. A corporation should sign under the hand of a duly authorised oﬃcial whose representative capacity must be stated. 6. If you wish to pay by debit card, please complete the relevant details in G. 7. If you are paying by cheque or bankers’ dra, you must attach a single cheque or bankers’ dra to your completed Share Application Form in H. Your cheque or bankers’ dra must be made payable to Gloucestershire Warwickshire Steam Railway PLC for the amount payable on application as completed in A and should be crossed “A/C payee only.” A separate cheque or bankers’ dra must accompany each application. No receipt will be issued for this payment. Your cheque or bankers’ dra must be drawn in sterling and bear a UK bank sorting code in the top right-hand corner. An application may be accompanied by a cheque drawn by a person other than the applicant(s), but any monies to be returned will be sent by crossed cheque in favour of the person named in B1. 8. By completing and returning the Share Application Form you irrevocably undertake, confirm and agree that: (i) You are not a national or resident of the United States of America (including all its territories, its possessions and all areas subject to its jurisdiction) or Canada, or Australia or a corporation, partnership or other entity organised under the laws of the United States of America or Canada (or any political sub-division of either) or Australia and that you

BROADWAY THE LAST MILE will not offer, sell or deliver, directly or indirectly, any of the Offer Shares under the Offer in the United States of America or Canada or Australia or to or for the benefit of any person resident in the United States of America or Canada or Australia: and (ii) You are entitled to take Offer Shares under the Offer comprised herein under the laws of all relevant jurisdictions which apply to you, that you have fully observed such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities: and

Please send the completed Share Application Form together with your cheque, bankers’ dra or debit card details by post or by hand to: e Share Registrar, Gloucestershire Warwickshire Steam Railway PLC, e Railway Station, Toddington, Gloucestershire, GL54 5DT.

(iii) You have read the Section headed “Risk Factors” found in Part 11 of this Share Oﬀer Document and confirm that you understand the nature of investing for shares in the Company.

Appendix 3 Summary of the main points of the Company’s Memorandum and Articles of Association Company’s Memorandum and Articles Objects e principal object of the Company is to purchase, construct, equip, maintain, work and use railways. e Memorandum of Association is widely drawn to enable the Company to carry on any other business which can, in the opinion of the Directors, be advantageously carried out.

Shares and Rights e authorised share capital as at 31 January 2016 was £5,000,000 divided into 5,000,000 ordinary shares of £1 each. e shares in the Company have the following rights: (a) Dividends Shareholders are not entitled to receive any dividend or distribution of profit or income of the Company (other than the specified travel concessions as set out in this Share Oﬀer Document). (b) Capital If the Company is wound up or dissolved, and if any assets remain aer the payment of outstanding debts and liabilities, the Shareholders are not entitled to receive any distribution of such assets. Such assets must be given or

transferred to some other institution or institutions having objectives similar to the Company and which shall also prohibit the distribution of its or their income, profits or assets amongst its or their members to an extent at least as great as imposed on the Company by virtue of its Articles of Association. (c) Voting Shareholders may vote at general meetings of the Company, including the annual general meeting. e Company must give Shareholders at least 21 days notice in writing of an annual general meeting, and at least 14 days notice in writing of any other general meeting. All shares confer voting rights to Shareholders. On a show of hands at any general meeting of the Company every Shareholder present personally or by proxy has one vote. If a poll is demanded every Shareholder present in person or by proxy has one vote for each share they hold (provided that if any Shareholder holds in excess of 5% of the issued share capital of the Company, the number of votes that Shareholder shall be entitled to cast is limited to 5% of all votes entitled to be cast by Shareholders.) (d) Transfer of Shares e Directors may in their absolute discretion, and without assigning any reason decline to register any transfer of any share, whether or not it is a fully paid share and may restrict a person from holding more than 5% of the issued ordinary shares of the Company.

Directors e Directors of the Company must include a Financial Director and not less than three nor more than nine ordinary Directors. Whilst the GWRT provides all the volunteer labour for the Company it may, subject to certain conditions, appoint up to two of the Directors. Currently Glyn Cornish and Richard Summers are the Directors appointed by the GWRT. Directors, other than those appointed by the GWRT, must hold shares in the Company with a nominal value of at least £100. ere are no provisions for Directors to receive any remuneration for their services.

Broadway: cleaning used bricks 32

BROADWAY THE LAST MILE

Gotherington Station, 2015

Share Application Form Procedure for application: fill in the form overleaf or online at www.gwsr.com If you do not wish to cut this form out of your brochure, photocopies are acceptable.

• If paying by cheque or bankers’ dra, complete H

• Insert at A the number of Offer Shares for which you are applying, together with the amount of your payment. Applications should be for a minimum of 100 Offer Shares (and multiples of 25 thereaer) at a cost of £1 per Offer Share.

• Please send the completed Share Application Form, together with your cheque, bankers’ dra or debit card details for the full amount payable on application to:

• Complete B • Complete C • Complete D

e Share Registrar Gloucestershire Warwickshire Steam Railway PLC e Railway Station Toddington Gloucestershire GL54 5DT

• If applicable, complete E • Sign and date at F • If paying by debit card, complete G

BROADWAY THE LAST MILE

Share Application Form I/we apply for the number of Offer Shares set out below at a subscription price of £1 per Offer Share and enclose my/our remittance for the amount stated, being the sum payable on application for such Offer Shares. A: Please insert the total amount of Offer Shares that you are applying for and the total amount payable on the application.

Total number of Oﬀer Shares (minimum 100 and multiples of 25)

Amount Payable (Minimum £100)

If you are an existing Shareholder, please tick this box To the Directors: I/we request you to allot me/us such number of Offer Shares upon the terms of the Share Offer Document and subject to the Memorandum and Articles of the Company. I/we hereby agree to accept the same or any lesser number of Offer Shares in respect of which this application is accepted, together with a cheque for any monies returnable, by post at my/our risk to the address below. I/we warrant and declare that the due completion and delivery of this form accompanied by the remittance will constitute a legally enforcable promise by me/us that the remittance attached will be met on first presentation and any such allotment is made strictly on this understanding. B: Please insert below in BLOCK CAPITALS details of the person(s) in whose name(s) the Offer Shares are to be registered.

1: Name

2: Name

Forename(s)

Surname

Address

Postcode

Postcode D: I/we confirm that I/we wish to receive future communications from the Company by email or by email alert to information on the Company’s website.

C: Telephone number for contact purposes in connection with this application.

Applicant’s Tel. No.

Applicant’s Email Address:

E: Enterprise Investment Scheme - I am a UK tax payer. I wish to claim for EIS tax relief

Tick box if applicable

F: All applicants please sign and date below:

1: Signature:

2: Signature:

Date:

G: Complete this section only if you wish to make a debit card payment.

Please debit my account:

Visa Mastercard

Card Number:

Debit cards ONLY

Security No: Last three digits on signature strip

Name as appears on card:

Issue Date:

Expiry Date: M M /Y

M M /Y

Signed:

Date:

H: Complete this section only if you wish to make a payment by cheque or bankers’ dra. I attach a cheque bankers’ dra for the amount payable, namely £ made payable to Gloucestershire Warwickshire Steam Railway PLC. Please send the completed form to: e Share Registrar, Gloucestershire Warwickshire Steam Railway PLC, e Railway Station, Toddington, Gloucestershire, GL54 5DT

BROADWAY THE LAST MILE

Winchcombe Station, 2015 Acknowledgements: e GWSR gratefully acknowledges the photographic contributions to this document made by Keith Wilson from a helicopter supplied by Heliflight UK (Glos), Jack Boskett, Ray O’Hara, Jo Roesen, Chris Bristow, Ian Crowder and the other regular photographers of our railway. Brochure co-ordinated by Chris Bristow and designed by Mike Weaver Advertising. ©2016. Published by the Gloucestershire Warwickshire Steam Railway PLC, e Railway Station,Toddington, Gloucestershire GL54 5DT Tel: 01242 621405 www.gwsr.com

BROADWAY The Last Mile

This is your opportunity to be part of the Gloucestershire Warwickshire Steam Railway PLC, the major Heritage Railway run almost entirely by VOLUNTEERS