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Buy shares in The Community FarmOpen Share Offer launched June 2013

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0845 617 1174 Join our growing community www.thecommunityfarm.co.uk

The farm is a social enterprise, developing a way of farming that is:

· Good for the soil

· Good for biodiversity

· Good for the community

· Good for its members

· Good for its customers

· Good for its workers

Over the past year we have been asked many times how to become a member of The Community Farm (TCF). This was initially only possible through the two time-bound share offers we had in 2010 and 2011. We are now opening up the opportunity to become a member of TCF at any time through an Open Share Offer.

What is really special about The Community Farm is its role as one of the first UK Community Supported Agriculture (CSA) projects to engage a city population. Until now, most CSAs have tended to involve residents living within a few miles of a small farm. The Community Farm is trying to replicate this on a bigger scale by involving the communities local to the farm as well as those in the cities 10 to 15 miles away. By investing in TCF, you will be part of creating a new approach to sustainable farming; one that can endure and be copied for wider benefit.

TCF grows vegetables and fruit organically on 22 acres of land, set in the Chew Valley to the south of Bristol and west of Bath. It is a social enterprise owned by its members, with just under 500 members by May 2013. Through our two community share offers, our members helped us raise over £186,000 to get up and running and to purchase important equipment.

0845 617 1174 Join our growing community www.thecommunityfarm.co.uk

TCF runs a vegetable box scheme, delivering organic vegetable boxes to over 400 customers a week. We also have a wholesale business, serving an increasing number of restaurants including River Cottage Canteen in Bristol, the Watershed and shops including Harvest and the Better Food Company. We also hold regular volunteer days, events, training and educational days at the farm, encouraging people to reconnect with the land and source of their food.

The money raised through this open share offer will contribute to our everyday running costs. It may be used for repairs to equipment or for any capital purchase we identify as essential. This might be, for example, the purchase of a muck spreader or sprinkler system, further polytunnels or equipment for our learning zone.

As a social enterprise owned by its members, we aim to run a successful business that takes its social and environmental responsibilities seriously whilst remaining a viable going concern. We aim to be independent of grants, although we do always follow up opportunities where they help us to develop our aims and objectives.

We are a young organisation having started in April 2011. In 2012 we suffered, as all agriculture did, from the worst harvest in 50 years and this hit us financially. Our members helped us through a time of poor cash-flow and high expenditure. Without them we would have found it difficult to continue. The Board and Staff of the organisation have the determination to make the project a successful model of sustainable food production whilst also offering a financially sustainable model of community ownership.

Open Offer launch date: June 2013Minimum investment: £50Maximum investment: £20,000

HowtoInvestThe minimum investment is £50 and the maximum investment is £20,000 and any amount in between may be invested. A share application form* is attached. This needs to be complete and sent with a cheque payable to The Community Farm Limited, Woodbarn Farm, Denny Lane, Chew Magna, Bristol BS40 8SZ.

You are investing in The Community Farm Limited , a Community Benefit Society incorporated under the Industrial and Provident Societies Act 1965 which was registered with the Financial Services Authority on 30th July 2010 (registered No. 31018 R). The governing document of the Farm, the Rules*, contains details of members’ rights and the management and constitution of the Farm.

0845 617 1174 Join our growing community www.thecommunityfarm.co.uk

NatureoftheInvestmentThis is a long term investment. It is unlike investment in a for profit enterprise where the investor seeks to share in profits through dividends and make capital gains from an increase in the value of shares held which are freely marketable. The value of shares in the Farm cannot increase beyond the nominal value of £1 and may be reduced if liabilities exceed assets.

Shares cannot be sold. The only way to recover the sum initially invested (or any reduced value) is to give 180 days’ notice of withdrawal to the Community Farm. This cannot take effect until 3 years have elapsed from the date of issue of the shares to you. Withdrawal will be at the discretion of the directors who will judge if The Community Farm is trading profitably and has adequate cash reserves to fund withdrawal.

The Farm business cannot be sold for the benefit of its member shareholders. If it ceases to trade and has surplus assets at that time, members will have their investment returned to them and any surplus beyond that shall be applied to further the objects for which The Community Farm was established.

The Board of The Community Farm has the discretion to pay interest on shares (where a member’s investment is £500 or greater) but it cannot be assumed such a discretion will be exercised. It will only be so where funds are available and the Directors believe such a payment is in the interests of the organisation.

This investment should be considered as an opportunity to contribute financially to the community with the expectation of a social dividend rather than just a financial reward.

WhataretheBenefitsofInvestinginTheCommunityFarm?By investing in this project you will:

· Become a co-owner of the community benefit society that is The Community Farm

· be entitled to one vote at general meetings of the members of TCF (regardless of the amount you invest)

· be entitled to 15% discount on our learning courses

· be invited to special events for members

· receive newsletters with seasonal information

· be confident your money is invested in a project supporting social and environmental objectives. These will be reported on in the Annual Report

· You may be entitled to interest on your investment, at the discretion of the Board, if you invest £500 or more.

RiskFactorsforTheCommunityFarmThe Board has conducted an analysis which sets out strengths and opportunities, weaknesses and threats for the business. Through this a number of risk factors were identified. The main ones are:

· If economic factors (e.g. recession, inflation) affect income and employment for local people then sales of organic vegetables could fall

· Increased competition from similar enterprises that might seek to set up or expand in the locality

· The impact of sustained adverse weather on the growing operation

· Inability to secure funds to support future developments

· Changes in personnel leading to loss of expertise

The Community Farm board will endeavour to minimise these risks wherever possible whilst recognising that some of them will be out of their control.

0845 617 1174 Join our growing community www.thecommunityfarm.co.uk 0845 617 1174 Join our growing community www.thecommunityfarm.co.uk

CautionAny trading activity is vulnerable to changing or unanticipated risk. The Community Farm share offer is exempt from the Financial Services and Markets Act 2000 or subsidiary regulation. This means you have no right of complaint to an ombudsman. A Community Benefit Society is registered with but not authorised by the Financial Conduct Authority and therefore the money you pay for your shares is not safeguarded by any depositor protection scheme or dispute resolution scheme. The whole of your investment will be at risk (although you will not incur a liability beyond your investment). Please consider it carefully in the context of all the information presented and referred to here and, if needed, seek independent advice.

WhoisbehindTheCommunityFarm?For full details of our Board members see: http://www.thecommunityfarm.co.uk/about-us/board-members/

and for details of staff see: http://www.thecommunityfarm.co.uk/about-us/staff/

WhatifyouarealreadyamemberofTheCommunityFarm?If you have already invested in The Community Farm and want to support it further through this share offer you are welcome to subscribe for more shares so long as your aggregate investment in The Community Farm does not exceed £20,000. Please note, this will not entitle you to any more votes at General Meetings of The Community Farm, or additional rights to those you already enjoy (unless the additional investment takes your total to £500 or more, which will make you eligible for any interest payments authorised by the Board in future).

Howisthisdifferentfromourloyaltyscheme?Responding to this offer will mean you are a lifelong member of The Community Farm unless you decide to withdraw your share capital after 3 years.

Our loyalty scheme – the Carrot Club – entitles a 10% discount on vegetable boxes from the Farm, and the annual fee is currently £35. To enjoy this 10% discount, shareholder members can pay to become part of the Club. They remain entitled to one member vote. Non-shareholders can pay to join the loyalty scheme entitling them to a 10% discount on their vegetable box and 15% discount on courses but they do not have a voting right.

FurtherInformationCopies of the Business Plan, the Rules and the Directors’ Report 2011-12 can be accessed via our website:

www.thecommunityfarm.co.uk

0845 617 1174 Join our growing community www.thecommunityfarm.co.uk