A vision for a Private World Bank

also referred to as a Global Impact Investment Bank

different by design, to make a difference

TRANSFORMGLOBAL

TRANSFORMGLOBAL

Positive Innovation in Finance for a Better World

A model designed to catalyse a £1 trillion market in Active Impact Investment, to help the planet

and improve lives - the world over

Executive and Investment Summary.

The business model is simple. Create a Private World Bank, supported by sponsorship from select categories of global corporation.

Use core revenues and sponsor support, to raise innovative funds, blended from aligned investors - and deploy them all around the world.

Ensure the Global or Local Impact Investment Funds, are structured to directly or indirectly address key funding gaps, which by addressing and

funding at scale, is good for society, sponsors and all other stakeholders.

Go further. By globally publicising the importance of funding solutions for the real economy, and social / environmental challenges, help sponsors drive returns. Publicise their involvement, give them access to a pipeline

of innovation, help them address key risk and resilience threats - and give them a platform to differentiate against their less sustainable competitors.

The opportunity is to invest in one or all of the staged investment rounds, to partially or fully capitalise this detailed vision for a

Private World Bank. Transform Global is raising £36.5m in stages of £1.5m, £5m then £30m in equity.

Healthy returns are offered through this innovative model which is designed to do both good, and do well.

TRANSFORMGLOBAL

A model designed to catalyse a £1 trillion market in Active Impact Investment, to help the planet

and improve lives - the world over

First - a little context

Grand challenges - need urgent solutions

Transform Global - where it fits

A Private World Bank - with aligned corporate support

Democratising finance - to fuel the ‘real intelligent economy’

There is a better way - to structure, raise and deploy funds

Progressive business structure - focus and model

Profit with purpose - just the right balance

G/LIPS - The Global and Local Impact, Pilot and Seed Fund

- A sustainable proof of concept - and a platform to build from

The GIIF - Global Impact Investment Fund

- Funding the financial innovators - indirect investing

The LIIFs - Local Impact Investment Funds

- Funding important but ignored enterprise - direct investing

Innovations at the heart of the Transform Global model

Hope - engagement - equity - and investment examples

Background - management - and how it will attract talent?

‘Scale Up Speed Up’ - the marketing roadshow

The development plan - co-global headquarters

The investment opportunity - risks - returns - and governance

Index

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TRANSFORMGLOBAL

1

First - a little context

“70% of all power required by 2030, still needs to be built”

“an additional 1 Billion people over the next 20 years will be urbanised”

“the equivalent of 1 new city the size of London, is being currently created every 6 weeks”

“more buildings will be built in the next 40 years, than were built in the last 10,000”

“many of the utilities that currently provide our energy, will not exist tomorrow”

“80% of global fish stocks are classed as having being fully or over exploited”

“unless we change, 70% of the planet will suffer water insecurity by 2030”

“trust in governments, corporations and banks is at an all time low”

yet - despite these critical risks and opportunities,

where is the urgency, innovation, and collaboration,

and how can we remove key investment bottlenecks?

TRANSFORMGLOBAL

2

The world is facing an unprecedented crisis in sustainability, with wide ranging economic, social and environmental ramifications.

Global population is predicted to rise by over 2 Billion souls over the next 30 years. This puts more strain on already stressed water, food and natural resource systems.

Despite people rising out of poverty in parts of the world, gaps between the have’s and have not’s have never been greater, and are fast widening.

All this creates multiple linked conditions for serious instability.

To live within the natural limits of the planet, whilst raising living standards, and addressing the serious risk and resilience threats detailed - we need to Transform;

• our energy systems;

• the way we protect and value biodiversity and ecosystem services;

• how we live and feed a growing population;

• how we define and create wealth;

• our economies, to create sustainable new jobs and prosperity for all;

• and to do it all - the way we manage natural, human and financial resources.

While the scale of the challenges is truly staggering, all this can be done, and fits together as part of a coherent sustainability agenda.

The good news is people the world over are fabulously creative. When the incentives are right and capital is made available along with just the right help and support, and of course sensible governance - incredible things can happen.

Key to it all is finding ways to intelligently fill many nonsensical funding gaps so entrepreneurship and innovation can be unleashed on an unprecedented scale.

While we need solutions and innovations on every level and in every corner of society, existing finance and governance systems have so far failed to deliver.

Transform Global is about using the power of incentivised collaboration and *‘system innovation’ in finance to finally reverse this trend.

Grand challenges - need urgent solutions

Locally, regionally and globally,

there are some really big risk

and resilience threats that

require urgent attention.

Tackling them requires nothing

short of Transformation.

The most important Transformation,

as a catalyst for everything else, is

to Transform how capital is raised,

deployed and managed.

In short - less capital needs to flow

to things that are destructive on a

social and environmental level,

and a great deal more needs to

flow to the kinds of projects,

businesses and innovations

which are constructive.

First - a little context

*another way to describe ‘system innovation’ is the ‘practice of joined up thinking’, or looking at things from an ‘holistic’ or ‘whole systems’ perspective, and changing or utilising numerous

pieces of a system - to alter entrenched practice or challenge the status quo.

TRANSFORMGLOBAL

3

Transform Global - where it fits

While some investment banks have worked hard to use finance to address social and environmental challenges, even for those with the greatest motivation, there have been some significant blind spots. Most however have been locked into business models that are hard to change, or into competitive landscapes from which it is hard to escape. They have ignored or struggled with the kind of financial innovation that is urgently required and most socially useful.

National, regional and multilateral financial institutions often have sensible agendas, and just like commercial investment banks, they play an important role. However at the scale or with the flexibility required, they also struggle to meaningfully address the aforementioned challenges. All too often, bureaucracy or entrenched interests block rather than open up access to capital.

Actors in philanthropy, aid and charity all make important contributions too. However, there is just not enough donor capital to go around, and donated money is not always the best solution to address what economists call ‘market failures’.

Financial innovations are emerging. Crowd funding, peer to peer lending, payment and transaction solutions, and many flavours of impact investment to name a few. However - while important, much of this financial innovation is struggling to get to scale, or is not suited to address some of the bigger challenges - infrastructure for example. For structural or capacity reasons, many of these innovations are still highly unattractive to mainstream financial markets - and this has to change.

To scale up and speed up the provision of intelligent finance to address the most pressing and important of needs, ‘fit for purpose’ financial institutions are required, so that all manner of financial and non financial innovation can be catalysed.

Transform Global aims to be just such an institution.

The focus is on delivering financial innovations which can be adapted and deployed globally. Finance suited to the modern, complex and interrelated world. Where links between public, private and philanthropic are frequently blurred. And doing all this with the combined strength, aligned interests and responsible governance required to democratise capital at scale.

Transform Global is model which collaboratively and efficiently can work with all forms of capital, institutions and funds, with 100% focus on filling the funding gaps that need addressing but which others are unable to do on their own.

And - it’s designed with some important innovations that position it to succeed.

Filling critical funding gaps, that

can unlock the level and type of

commercial activity to thoroughly

address global challenges, requires

funds and financial instruments

which are better designed,

structured and deployed.

TRANSFORMGLOBAL

4

To innovate with finance and meaningfully impact the issues described, it’s critical to operate at scale and for the business model to incorporate scalable design.

To be ‘fit for purpose’ requires focus and plenty of motivated personnel in a number of connected and complex areas. To structure and raise new funds for example, and to replicate them around the world - there needs to be a focussed and large scale sales and marketing effort - all with specialist skills and support.

It’s clear that to stand the best chance of success, it would help to have some deep pocketed, complementary and motivated partners. Those who can benefit in many ways from their involvement, and who in return are able to provide revenues and support in areas to which they are best suited. In other words, sponsoring operations so the important innovations that require much funding and take time, have the ideal conditions to become financially viable and fully sustainable.

The Transform Global model incorporates ways to recruit motivated aligned sponsorship from global, regional and local corporations. It is designed to deliver compelling benefits in return - helping sponsors stay relevant and truly innovative.

A Private World Bank - with aligned corporate support

FMCGAutomotive Mining

Energy

Telecoms

Technology

Power GenerationWater Management

ConsultingFood & Beverage

Finance

Media

Commercial and non commercial benefits of collaborative sponsorship.

• working with a group of noncompetitive organisations to unlock capital, in order to address risk and resilience threats - and business viability - globally.

• leveraging sponsorship to capital unlocked, by at least a 1 : 100 ratio.

• collaborative intelligence and competitive differentiation.

• adding value in areas of core competence, with the knowledge others are contributing in a similar fashion.

• access to the deal flow pipeline for further investment and scale opportunities, and capability to place ‘non core’ projects and offshoots into the funding and open innovation machine, to unlock hidden value.

• access to sustainability technologies, businesses and expertise to further drive sustainability focussed returns.

• ability to train, educate and inspire employees, with an active secondee program with recruitment and retention benefits of global proportions.

• positive publicity on a global and coordinated scale, with the ability to leverage impacts and brand loyalty - while focussing on the day job.

• commercial returns that can completely recover the cost of sponsorship, via modest but linked fund investments.

A snapshot of key categories of sponsorship

for organisations which are;

• globally diverse;

• sector exclusive;

• motivated and;

• best of breed

Transform Global will allow

sponsors to properly demonstrate

leadership and capability on a

global level, to a degree that moves

the needle of both perception and

reality, generating tangible

and defensible returns as a result.

By pulling together a powerful

group of motivated commercial

sponsors, not only can this Private

World Bank secure core funding

so it is of sufficient size to be fit for

purpose, but it can also garner value

added help and support, creating

the ideal conditions where positive

innovation in finance, and therefore

in innovation itself - can thrive.

Transform Global and the funds

it will then raise and deploy,

collectively are positioned to give

sponsors a funding network of

substance, providing multiple

and exciting benefits in return for

their support and engagement.

TRANSFORMGLOBAL

5

Many talk about the importance of investment flowing to the ‘real economy’ where the heartland of ’SME’s’ (small and medium enterprise) can be found. Those companies and entrepreneurs who despite being starved of capital, are historically proven to create more jobs and deliver more innovation than their larger counterparts. We call it ‘the real intelligent economy’.

It is estimated that these SME’s are responsible for over 50% of new job creation, and between 40% and 60% of all innovation. Yet in an emerged economy such as the UK, they are also thought to receive much less than 0.5% of all institutional investment. This inverse relationship between job creation, innovation and capital invested is a global phenomenon and it’s one with serious consequences for us all.

The big question is how many more jobs would be created, and solutions generated for important social and environmental issues, if bottlenecks could be removed to unlock capital and support in the ‘Valley of Death’, and do so at adequate scale?

For many reasons, financial investment chases liquid markets, large deals and mature opportunities. However, a big part of why more capital does not flow more effectively to where it is needed for healthy economies - is due to how funds are structured and raised. This leads to challenges in how these funds are invested.

Generally, funds for investing in areas which are viewed as risky, or into entities which are small and require aggregation, where more work is required for success, are 100% equity - or risk money. Often this capital comes from investors who seek to maximise financial return, and funds are mostly structured to last 10 years.

For many reasons, these funds are incredibly inefficient, but remarkably this basic fund structure (the 2 : 20 - 10 year model) has seen little innovation in 40 years.

In this out of date structure, with typically one class of investor (such as pension funds), returns sought to compensate for the real or perceived additional risk, actually prevent the funds investing into the type of enterprise that most require capital (ironically these are where decent aggregate returns could be found if a little more thought was given to the structure and system of investing).

To de-risk as a result, funds are often small and narrowly focussed - but this is a damaging false economy. High return expectations, means decent help and support alongside investment is just not possible, and funds rarely posses critical mass which in turn would enable better systems and efficient investment portfolios.

There is a better way - to structure, raise and deploy funds.

Would it not be better if they

could all collaborate with great

scale and joined up thinking?

It’s our belief that this is the only

way to get capital flowing - which

is why incentivised collaboration is

at the heart of the Transform model.

The world over, governments

and others do work to stimulate

economies, often in strategically

important areas such as energy,

the environment or health.

Yet when such impact investors

(those with a social / environmental

purpose) do invest - they often

do so in disconnected ways.

Democratising finance - to fuel the ‘real intelligent economy’

While the ‘Valley of Death’ is a commonly recognised problem in technology, there are similar funding

gaps, challenges and bottlenecks in other sectors and types of business such

as project finance, non tech investing, infrastructure etc.

property retrofits

CapitalIntensity

Intellectual Property

HIGH

LOW

LOW

water infrastructure

Sample area

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that are

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capital flows to high IP, low capital intensity businesses, but is thin on the ground elsewhere

TRANSFORMGLOBAL

6

On the fund raising and structuring side, where possible and appropriate, as can be seen below - the focus will be on blending funds from aligned investors.

By governments, supranationals or groups of impact investors, investing (or using guarantees) alongside pension funds - then larger funds can be raised at a lower cost, and over a longer timeframe, including evergreen.

This structure enables strategic and impact investors to get measurable social and environmental benefits in return for slightly lower financial return expectations (plus or minus market returns, rather than 100% financial loss such as philanthropy). As a result, institutional investors such as pension funds, are then able to invest into a major part of the fund. They gain access to lower risks, steady returns and a patient investment horizon, and help meeting longer term obligations as a result.

Crucially, the lower average cost of capital, and patient time frame that blended evergreen funds can provide, pays for what’s really needed and most often ignored. Early stage business of all types need technical help and support alongside any investment. By incentivising those providing it, and helping entrepreneurs focus on core activities, any investment is able to go much further. All this combines to ensure overall success with impacts enhanced in the process.

At Transform we also believe a better and more holistic way of building a portfolio of investments - is to do so through stages. Investing from the earliest pre revenue stages, all the way to maturity - and either to dividend creation or appropriate exit.

This system, in a carefully and dynamically structured portfolio, means a broader selection of businesses and projects can receive investment, and they can receive it from earlier stages. It thus opens up investment bottlenecks, and in turn provides access to many previously unreachable investment opportunities.

Additional data that can be gathered as a natural part of the process, and also knowledge that can be captured and disseminated (important for scaling or aggregating business in critical areas, such as energy, agriculture and water) creates a feedback loop to further drive scale, success and impacts.

The direct investing focus therefore, is to create the structures which are able to raise and deploy funds that are blended and value adding, and therefor better suited to filling important funding gaps to unleash the real intelligent economy.

There is a better way - to structure, raise and deploy funds.

A key challenge Transform Global

neatly tackles, is that innovation

which comes from outside existing

systems (which is where real

innovation normally occurs),

is fiercely resisted by those who

profit most from the old system.

Providing both capital and strong

support enables innovators to

jump over resistance barriers in

a way that is fair and objective.

Blended, evergreen and value

adding broader portfolio funds

can help capital to flow naturally.

Allowing aligned stakeholders to

access more of what they seek for

less risk - and with more diversity.

the focus is on moving from disconnected investment like this

to larger blended aligned impact funds like this

GovernmentInvestment

Institutional Investment

CorporateInvestment

ImpactInvestment

BlendedEvergreen

to enable strong portfolios that make staged investments and provide practical

added value help and support like this

energy storage

Intellectual Property HIGH

digitalonly

Sample area

s with

inves

tmen

t bott

lenec

ks

that are

critic

al to add

ress

for su

stainabil

ity in

novatio

n

deve

lopmen

t and r

oll ou

t

capital flows to high IP, low capital intensity businesses, but is thin on the ground elsewhere

TRANSFORMGLOBAL

7

Progressive business structure - focus and model

Transform Global is specifically structured to:

• raise equity investment, and commercial sponsorship, in order to fund and support a powerful but will governed umbrella organisation which can then;

• raise and blend capital from financial, social, and commercial investors;

• create or find funds, funding vehicles and platforms through which said capital can best be deployed;

• find, evaluate, invest in, incubate and accelerate sustainable ventures - with a system packed full of innovations, that can help do this at significant scale - while better managing risk and generating blended returns;

• combine advantages of a commercial approach with a sustainability agenda all supported by strong impact measurement capability;

• generate healthy financial returns, with patient capital characteristics;

• create an efficient template which can be replicated, franchise style, country by country, with local management and the benefits of network intelligence.

The business model. 1. sponsorship

2. fund marketing (distribution) fees

3. share of fund management fees

4. share of carried return

Key areas to be addressed. 1. Sustainability (energy, agriculture

water, clean technology etc.)

2. Intelligent economic recovery

3. Education

4. Health

Sponsors

Transform Global Trust (TGT)Has ownership stake to embed long term visionprovide governance, and deliver NFP objectives

Local Impact Investment Fund (LIIF)e.g. UK Impact Investment Fund(to be replicated around the world)The £2billion LIIF will invest into ignored early stage businesses andprojects in planet positive themes and sub themes (£100k - £40m)

Assess, Incubate, Develop, Accelerate(AIDA) providing incentivised help and support

Middle East & North Africa Impact Fund

Japan Impact Fund (etc.)

TGT Trustees

TGT - Local

Company Investors

TGT Local Trustees

Transform Global LtdGlobal Impact Investment Bank (GIIB)With sponsor revenue and support, the GIIB

has the strength and focus to raise and scale new important funds and financial innovations

Business Structure

Research

Advisory

Fund raising

Technology

Communications

Network

Risk

Man

agem

ent &

Impa

ct M

easu

rem

ent

Lead

ersh

ip -

Supp

ort F

unct

ions

- R&

D

Through incentivised collaboration and scalable design, the Transform Globalmodel has the potential to directly unlock £150b over 12 - 15 years. Indirectly it has the potential to catalyse much more. All to address

some of the toughest but most important issues in the world

G/LIPS Fund

G/LIPS will deliver a comprehensive proofof concept for Transform Global, manage risk, and provide a strong launch platform

(Global & Local Impact Pilot & Seed)

Fund Investorsfinancial

government

impactcorporate

Global Impact Investment Fund (GIIF)

small basket important asset managers, platforms and financial initiatives withmaximum impact and scale potential

The £500m GIIF will invest into a

Assess, Incubate, Develop, Accelerate(AIDA) providing incentivised help and support

TRANSFORMGLOBAL

8

‘Profit With Purpose’ - just the right balance

Not only do funds need to be blended. We believe Transform Global itself is best suited to a being a social / commercial hybrid - to deliver ‘profit with purpose’.

Delivering on these ambitions requires capital. A business model with growth characteristics of highly valued organisations will enable investors in Transform Global to make compelling returns - fuelling scalability and maximum impact.

Though stock and other performance incentives, personnel will have not just an ownership mentality - but an ownership stake. For the talent to make money, investors have to make money. And for both groups to make money, there has to be measurable social and environmental impacts.

This structure, ownership mentality and business disciplines that come from having investors, alongside well designed and progressive governance, is all about ensuring accountability and efficiency. The goal is to signal that is not only possible, but that doing well and doing good with maximum impact, can be a proven reality.

Why is this structure really important?

Creating working markets for distributed renewable energy for example, building up knowledge industries, sustainable agriculture, and tackling what is known as the ‘valley of death’ in early stage investment (a challenge also known as ‘access to finance’), will require more capital than is available in ‘social only’ finance such as aid, charity, philanthropy or government funding.

It will most likely also take longer, thus delivering lower returns than most profit maximising funds and structures typically tolerate in the short term. Over time however, these businesses, in sectors of the future, will collectively have a strong chance of delivering significant profitability, and therefore value and returns.

At a time where more and more executives, entrepreneurs, and young people who are exiting education want to work on things they deem important - this structure also gives the ideal platform to recruit and motivate talent at scale.

Neither ‘profit maximising’,

or ‘not for profit’ capital structures

alone are suitable to fill the gaps

to address some of the most

important issues of modern times.

The ‘For Profit With Purpose’

structure ensures flexibility and

operational strength, whilst also

providing well governed and

analytical ways of measuring

results and impacts.

The Transform Global Trust - and the Sustainable Charter

Transform Global has a progressive ownership structure, with the goal of working to embed the principles set out at its founding - and using its living endowment for maximum impact - in areas of sustainability, health, education and financial reform.

The Transform Global Trust (TGT) is being set up to be a transparent independent body, with strong management and a respected mix of trustees to include public servants, and leaders from the NGO, academic, think tank and policy communities.

TGT will have a small ownership stake in Transform Global, with a weighted share of the vote and associated governance role. TGT will have responsibility to ensure the ‘Sustainability Charter’ which sets out what the business can and cannot do, and how it will operate - is adhered to.

In addition, TGT will be responsible for delivering on the objectives which have purely social goals, and as the panel to the left shows, it should have the means to address areas that are truly important with maximum and well funded impact.

The 5 : 10 : 20 + modelAs a core part of the ‘Sustainable Charter’ Transform Global will have a 5 : 10 : 20 + relationship with the Transform Global Trust.

5 - is the number of shares (5 Million, or 5% of equity when Transform Global is fully funded & diluted) to be held by the TGT foundation.

10 - is the number of days per year, that all employees can spend working on Impact projects of their choice.

20 - Is the target percentage of post hurdle rate returns for any fund raised or managed by Transform, which will be used to fund TGT aims which include max impact not for profit areas of: Sustainability; Health; Education; and Investment Reform

+ - is everything else that Transform Global can do to support the Trust, including funding any direct governance associated costs, and working on any separate fund-raising or relevant promotion activity.

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9

G/LIPS - The Global and Local Impact, Pilot and Seed Fund

Though Transform Global has significant ambition, steps to deliver the full vision with international roll out - are inherently practical. The first of these steps will be the innovative £20m G/LIPS fund - which manages risk for initial equity investors, whilst also delivering a compelling proof of concept for the innovations that are included in the wider business model.

The objective is to do something that on a small scale, delivers a highly compelling proposition to investors and investee companies alike. By providing seed (and incubation), and lead (with corporate finance co-investment fund-raising), the model can be both attractive to investee companies, and healthy for investors.

Importantly, G/LIPS creates a strong launch platform, delivering investment case studies, helping secure cornerstone investors, and starting the sponsor recruitment program. In turn it positions for Global and Local Impact Investment Fund launches.

G/LIPS will invest in circa 24 staged investments over two - three years, with similar process to the full Transform model. Of course a fund this size can’t do exactly what the larger Global or Local funds would do, but its design will give effective indicators for processes and innovations to be used on a larger level. These include: objective stages; speed of execution; collaborative network; portfolio design; added value provision; fair and transparent terms; method of driving and harnessing returns; and the ability to measure and reinforce impacts.

G/LIPS will also use a cut down version of the portfolio and deal management technology to be utilised in the Global and Local Impact Investment Funds.

The process is similar for deals

which showcase the Global Impact

Investment Fund - though more

concentrated. 4 companies will

receive £500k (£100k of incubation

services and £400k of investment).

For 3 qualifying investments,

G/LIPS will then invest £2m with

£2m - £4m of co-investment raised

by the corporate finance team.

From there approximately 50%,

or 10 investments will receive

follow on funding, where Transform

provides a lead round averaging

£800k. The corporate finance team

will raise match funding from other

strategic or value adding investors.

Showcasing typical Local Impact

Investment Fund investments,

20 seed deals of £200k will be

made over the first 2-3 years.

Here, investee companies

will receive £150k of cash and

£50k of direct incubation services.

This builds the relationship, adds

value with meaningful help and

support, all helping feed into the

decision process on who should

progress to the next stage.

Pilot Investments for Local Impact Investment Fund deals

Pilot Investments for Local Impact Investment Fund deals

Cash investment Incubation support Follow on fund-raise

£150k seed £800k lead £400k seed £2M lead

£50k £100k£1.2m- £4.2m £2m - £4.2m

exits exits

G/LIPS fund stages and structure

TRANSFORMGLOBAL

10

A sustainable proof of concept - and a platform to build from

• G/LIPS will be a £20m fund to make seed and lead investments into theme relevant businesses, and to pilot process, technology, portfolio construction methods, and sector focus for the Global and Local Impact Investment Funds.

• The structure is an investment breakthrough as no management fees will be charged to fund investors.

• All incentives will be performance based. The cost of raising the fund, and providing initial and ongoing management, will be covered by equity investors or from other strategic partner organisations.

• G/LIPS fund, de-risks the investment for initial equity investors, through providing carry rights on the portfolio (if the full Transform Global business model was not possible for whatever reason, the management share of returns (carry) on the diverse portfolio, would go to initial Transform equity investors).

• G/LIPS is designed to fully invest within 24 - 30 months.

• The objective is to enable exits via ‘passing through’ exit management to more financially driven follow on mainstream investors - but with governance and structure to ensure exits are responsible.

• Investors receive 100% of returns up to 6%, and 64% of anything over 6%, with 20% going to the Transform Global Trust Foundation, and 16% going to Transform Global and G/LIPS General Partner personnel.

• Invested companies will receive intensive incubation alongside a financial investment. This will allow G/LIPS management to decide which deals are appropriate for leading a further funding round. Incubation will be charged to investee companies at 25% of initial investment (20% for larger GIPS deals).

• The corporate finance team will raise co-investment (with corporate finance costs being met from a fee charged for additional funds raised). To assist the process and provide further ‘skin in the game’, the G/LIPS fund will lead these investment rounds (providing £800k on average for typical Local Impact investments, and £2m for Global Impact Investments (for definitions, see Global and Local Impact Investment Fund details on the following four pages)

• Sponsor support will be secured where possible for incubation space, publicity and additional legal / financial services.

The G/LIPS fund will be raised

from a mixture of individual

investors, institutions, and aligned

strategic investors such as the UK

government via its business bank.

Or from the EU where suitable

business stimulus programs exist.

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11

The GIIF - Global Impact Investment Fund

The big idea around the Global Impact Investment Fund, is to find the most innovative and game changing financial ideas and businesses in new market creation and Impact Investment. To fully and progressively invest in the management or operating companies, and with our Global Impact Investment Bank, support their further fund-raising and help them scale at optimum speed.

As it is currently practiced, much financial innovation of the type society so desperately needs, happens from a position of weakness. It’s frequently under capitalised or funded with impatient or inadequate structures. As a result it’s in a class all of its own when it comes to levels of difficulty and chances of success.

Disruptive innovation rarely comes from existing market players as we have said previously. Yet - the resistance new players in finance meet, particularly those with blended purpose, no matter how sensible or important, is massive.

If success is to be measured as meaningfully impacting important challenges, and creating healthy working markets, and over time creating profitable financial businesses to fund and sustain them - nothing less than scale will suffice. We have to find new ways of ensuring more of the positive financial innovation can occur, less fails for the wrong reasons, and more can get beyond market resistance, achieve scale - and meaningful success.

The Global Impact Investment Fund, with Transform Global and the sponsors behind it, is designed to progressively and collectively get around these problems, creating a position of strength for a basket of game changers in finance.

Sponsors will be invited to invest

into the Global Impact Investment

Fund, where a modest investment,

delivering a target return - could

enable them to wipe out their

entire cost of sponsorship - further

motivating their help and support.

It is more efficient to fund a

complementary basket of financial

innovations, so more have a better

chance in succeeding to address

truly important financial challenges.

Qualifying GIIF Investments will have:

• Transformational system innovation potential in the sourcing and deployment of funds, or high impact market enabling capability.

• £1bn + of annual investment potential within 5 years of launch, or less for those with high enabling potential.

• The ability to address critical areas of market failure in either or both, the developed / developing worlds, emerged / emerging markets.

• For addressed market failure to be eradicated, over time, restoring governed, balanced & working markets.

• Commercial return potential, operating with market mechanisms and designed to provide financial returns to investors, around important social or environmental purpose, with strong governance.

• Wide impact focus on: Sustainability (Climate; CleanTech; Agri; Energy) Health, Education, Social Enterprise and solutions based commerce.

£2 BillionSustainableaggricultureaggregation

fund£5 BillionClimate andecosystem

service bond exchange

£500Million

Peer to peer /crowd funding

platforms

£2 BillionSanitation/ water

managementfinancing

facility

£500Million

Impact bondmanagementand exchange

£10 Billion combined annual market size within 5 - 10 years

Fund management fees are supplemented by TG and sponsors to provide fund-raising support and technical assistance

Staged equity investments into management companiesof new or proven platforms, fund managers, asset managers

or initiatives with scale and maximum impact potential

Size of annual markets, or capitaldeployed by funds, platforms or

initiatives as a result (within 5 yrs)

£5m x 15 £10m x 10 £15m x 5 £25m x 2

£75m £100m (£175m) £75m (£250m) £50m (£300m)

Stages

Totals

Investmentsize and number

TRANSFORMGLOBAL

12

Funding the financial innovators - indirect investing

• The Global Impact Investment Fund (GIIF) will have a £500m target size, with initial deals carried out through a modest pilot fund (G/LIPS). The GIIF will start (first close) at £50m and is targeted to be in place 6 - 9 months after launch.

• The GIIF will be raised by the Transform Global distribution (fund-raising) team and managed by the stand alone GIIF General Partner unit inside the HQ.

• Non core functions may be outsourced to a co-manager to provide corporate finance, regulatory and back office support.

• The goal is for the GIIF to be ‘evergreen’, meaning on exits, it will return capital and an ongoing yield to investors - recycling a percentage of the surplus to continue investing - therefore continuing to deliver social and financial returns.

• For those who wish, liquidity and fund exit will be provided via a secondary market offering - or other suitable means.

• 10 - 15 transformational fund management, market-enabling or investment initiatives are targeted in the first 5-6 years.

• Investments will receive average initial equity of £5m. As can be seen by the graphic on the facing page, the most promising are then targeted to receive follow on investment into the company and, if appropriate, co-investment into the subsidiary funds themselves (up to a total of £55m max per deal).Total of up to £300m of equity (60% of GIIF) into management companies, and £200m (40% of GIIF) into fund investments.

• The full 2% management fees will only go to support personnel costs for running the fund - thus giving a much stronger GP (General Partner) function than would be available through typical fund management structures.

• Transform Global will use sponsorship and partner revenue to pay for the GIIF fund raise, supportive technology, incubation, collaboration, global promotion, governance, supportive economic and technical research and related services. Transform Global will also do follow on fund-raising for investee organisations.

• Risk is mitigated via the concentrated incubation capability, complementary nature of investments, and support from a network of sponsors and partners.

• The GIIF targets an Internal Rate of Return of 12% - 18% + leveraged impacts.

Investors for GIIF will include

impact investors, foundations,

ultra high net worth individuals,

governments, sponsors and

socially responsible Investment

(SRI) focussed institutions.

The GIIF is designed to give

game changing financial

innovations a fighting chance of

succeeding and getting to scale.

And to provide a leveraged

impact solution to all investors

looking for maximum impact.

The entire fund-raising budget for

the GIIF will be covered by equity

investment and sponsor revenues.

Within 3 years, this structure is

projected to fund a team of 40

full time fund-raising professionals,

fund-raising for the GIIF itself, and

for all initiatives, platforms, funds or

asset managers the GIIF invests into.

TRANSFORMGLOBAL

13

The LIIFs - Local Impact Investment Funds

The core idea behind the Local Impact Investment Funds, is on a local, regional or country level, to invest for equity into broad and deep, early to late stage portfolios of theme focussed businesses which address social or environmental challenges. Some which will be highly innovative and high growth, and some - highly normal.

The exact ‘blend‘ of capital and terms will vary according to strategic objectives of government or relevant underwriter of debt, level of development or economic profile of a region, competitive landscape, investor objectives and priorities, and maturity of the Transform Global and LIIF business models themselves.

At the core of the LIIF structure, is a system and process which can more effectively find, filter, fund and properly accelerate investment opportunities - in a way that is good for all stakeholders. Investing in a way that is better for the entrepreneurs and management teams, better for investors, and better for other stakeholders too.

To the left of the diagram below, the system starts with an introducer network and outreach program to deliver deal flow. Using a staged process, potential investments are then filtered fairly and objectively, with investment in the due diligence and assessment process to ensure it is thorough and that great people, ideas and ventures do not fall through the gaps.

From there as can be seen, a volume of seed investments can be made. Due to the added value help and support provided via the AIDA system, these seed deals can then progress through stages, as far as they need, to full funding, maturity and exit.

This structure, with a method of capturing data and using advanced analytics for decision support - means the focus can be taken off the individual idea or business, and switched to looking at the overall portfolio returns and impacts.

AIDA Leverage

HR, recruitment, talent management and training

Marketing, sales, web design, build and presentation

Legal, financial, patents, contracts, commercial

Facilities, supply chain IT infrastructure, telecoms

Market research, policy, environment, science

Technical, engineering, logistics, manufacturing

(Assessment, Incubation, Development & Acceleration)

The AIDA team can be paid due to the blended capital structure

with lower capital costs.

For a £2 Billion fund (ideal for a country the size of the

UK), there would be 180 AIDA personnel (full time &

contracted) and 60 investment managers - giving a 3 : 1 ratio

REMEMBER Transform Global with it’s corporate sponsor support, will be doing the structuring and fund raise. The LIIF investment management teams are then free and focussed on sourcing

and making the investments, using a much more patient and fairer system to generate timely and appropriate exits. The AIDA

teams, who are fully incentivised on success, provide added value help

and support to investee companies.

Early Middle Late

£100k - £2.5m £2.5m - £10m £10m - £30m

Co-investment with value adding partiesraised at each stage

(yellow)capital allocation

per stage asa proportion

of annual investments

Risk is managed and fund level returns generated here

Deal sizeand number

Innovation and roll outpotential proven and nutured

deal-flowpipeline

A S S E S S M E N TIncubation Development Accelerat ion

for a countrysuch as the UK,the LIIF wouldbe investingat £200m per annum

at target size

TRANSFORMGLOBAL

14

Funding ignored but important enterprise - direct investing

• With the LIIF structure, we aim to set new standards in Venture Investment.

• LIIFs will be raised by the Transform Global distribution team, but structured and managed by independent management where they are based, locally or regionally. Because they will be raised by, but operated at distance to Transform Global, a network of LIIFs can be scaled globally.

• A typical fund would be of £1.5Bn – £2.5Bn raised from a blend of motivated and patient capital providers (social, financial, philanthropic and strategic). Using structured financial techniques to blend capital from aligned groups means LIIFs have the strongest chance of being of adequate scale, and delivering financial and Impact returns with lower individual investor risk.

• The Local Impact Investment Funds will be evergreen, designed to first pay back the principle to investors, then provide steady, ongoing returns through capital recycling. Unlike typical venture investing, the focus is on generating desired returns and impacts in the most sustainable manner.

• Investment decisions are made on a local level by management who are carefully selected and trained in the Transform and LIIF process, and who are supported by Transform systems, technology and the wisdom of groups decision framework. They are also able to plug into the network intelligence at a head office level, or from counterpart funds around the world.

• Governance is critical and the Transform pre and-post deal management software enables head office to monitor investment activity and step in to provide re-mediation support, should it be required.

• The value proposition incorporates speed, scale, long-term perspective and the ability to satisfy varying needs and appetites towards risk. It does so with the potential for much larger capital flows and far greater combined impact. Impacts everyone can benefit from.

• To maintain adherence to the vision of tackling the ‘valley of death’ issue, between 20% and 30% of average annualised investment from the LIIFs will be reserved for first stage deals of up to £500k (or equivalent). 25% – 30% will be reserved for second stage deals of up to £5m, and up to 50% of the fund will be reserved for deals of £5m and above. To allow for additional flexibility, up to 20% of funds under management may be invested in companies requiring £5m and above that have not already received at least two rounds of investment from the first or second stage allocation.

Projections indicate that just one

Local Impact Investment Fund

could create 100,000 – 150,000

jobs within a 10 year period for

a country the size of the UK.

LIIFs will be structured to look at the

bigger picture of fund performance

using a more objective and much

fairer system of working out who to

invest in, and with wider investment

criteria than most in venture capital.

The Local Impact Investment Funds

(LIIFs) will operate in single markets,

such as the UK, France, Spain or

Texas, or regions such as the GCC,

Scandinavia or Benelux countries.

Management believe they are

also the most suitable structure for

operating in tough or emerging

markets, including sub Saharan

Africa, India and China.

By making staged investments,

and providing incentivised support

to investee companies (through our

AIDA system), the LIIFs can support

evolution including from concept

to commercial success.

Typical early stage fund

ExampleLIIF Structure

10 year equityStrategically underwritten debtInstitutional evergreen equityImpact evergreen equity

TRANSFORMGLOBAL

15

Innovations at the heart of the Transform Global model

There is no doubt Transform Global is ambitious. The challenges the world faces, require nothing less. Yet that ambition also has to be practical, achievable, flexible and for maximum impact - self reinforcing.

While Transform universally excites, when some first take a look, they find the same scale that excites, also a little daunting. The way the model is designed to progress from stage to stage however, and key features, drivers and innovations at its core - all support practical delivery.

The business model is designed carefully with characteristics shown in the innovation wheel below, and is glued together by the Transform Global brand. The sections around the outside of the wheel represent key departments that enable everything to happen, all of sufficient scale so Transform can achieve it’s potential.

comm

unications

advi

sory

technology

netw

ork

fundraising

research

leadershipand timing

incentivisedcollaboration

values and culture

scale andscalability

underpinning theory

progressivestructure

decisionframework

AIDA leverage

deal-flowpipeline

terms andconditions

sponsorsupport

talent magnet

blendedcapital

knowledgemanagement

fundstructures

advocacypartners

portfoliodesign

dynamic allocation

TRANSFORM GLOBALthe brand

structuraldrivers

cornerstonefeatures

operationalinnovations

Sponsor support. Transform Global will be sponsored by a network of 30 of the world’s leading corporations, selected by business sector, geographic location and attitude. Given the Transform mission and likely public profile, this gives an unmatched opportunity for sponsors to garner CSR, marketing, and other benefits. These include aligning themselves with the public mood and being seen as a force for good. They are also able to use the LIIF technologies and systems to drive their own innovation process. Sponsors will collectively provide £150m per year (£5m each) of core funding, plus other assistance, and in so doing, they are able to better manage their own risk and resliance threats, and create a pipeline of risk adjusted sustainability returns.

Fund structures. Where possible, funds will be evergreen and recycle capital, with surplus returns paid to investors. After the pilot fund, the first fund will be a £500m Global Impact Investment Fund. This will invest in platforms that help favourably alter the global conditions for investing in sustainability, including: new asset managers, new market creation, and platforms that facilitate further investment. We call this leveraged triple bottom line. There will also be multiple Local Impact Investment Funds, locally or regionally based. The standard investment fund, structure and format can be replicated locally at low cost across the world.

Technology and decision framework. Semi automated data gathering ,assessment, and performance monitoring systems

enable superior investment selection, even at very early stages, especially important for tackling

the valley of death and access to capital problems. Many opportunities can

be reviewed and assessed in greater depth by a larger team,

resulting in more objective assessment. Data gathering and monitoring continue as

the investees progress. Above all, intelligent data

systems give the ability to harness the wisdom of intelligent groups to

assess opportunities

Scale & scalability.To tackle global

challenges, we need activity on an extreme

local level. How we facilitate that, and create meaningful

scale, however will be on a macro level. The

Transform Global system design, is all about carving

out the space, and creating a model that has strength and

capacity to work at optimum scale, where benefits of scale are high, and

where fund structures can be replicated globally at optimum speed.

Fund-raising. There are real benefits if fund-raising expertise and relationships can be harnessed, honed and expanded with

military like precision, focus and scale. Separating fund raise from deployment, and doing so with sponsor support gives the strength

and capacity to raise new innovative funds, and replicate them.

The innovation wheel, which

can be viewed in full on the

Transformglobal.co website, shows

how at the heart of the model, there

are a number of linked innovations

which are able to work in harmony,

and strengthen each other.

We have given summaries of just a

few of the core innovations below.

TRANSFORMGLOBAL

16

Hope - engagement - equity - and investment examples

Sustainability

understanding

and focus

Intelligent

economic

growth

Financial leading to

non financial

innovation

+ Employment + Treasury revenue

Aligned investment

flowing to the real

Intelligent Economy

Hope

Equity

Engagement

=

=

Deal Example 2.Team from a sponsoring or similar corporation, have prototyped an engine technology, where significant material and energy savings are possible, but where the corporate will not allocate development capital due to non core nature, misunderstood market potential, or internal capital competition. Business case is viable, and corporate are happy to spin off, retain equity and co invest. Estimated £10m required to get into production, £50m for commercialisation. Disruptive potential. Cut back case - £500m- £1b value in 5-10 years.

Deal Example 1. An early stage business, formed by a small group of entrepreneurs, has linked a breakthrough in materials science, with a better process of retrofitting properties to create a way of reducing energy utilisation by 20-30% for domestic or commercial properties. The business has licensed the technology, and requires capital to build out the company and processes, and local funding for installers, to enable distribution and scale. £2m equity sought for top company, with £200k - £500k required for every installer. Both forms of finance are required for success and maximum impact.

Deal Example 3. Entrepreneur and advisors with team lined up, and with an exciting financial innovation. Well formulated, detailed business plan. £1.5m of seed capital required to establish viability of business case, market and tech potential and for team to become operational. Business straddles all target areas of importance and incorporates financial technology, financial services, and marketing. Further £5m required to reach base viability and £30m for full roll out. High market enabling, impact and return potential, with a commercial model that is innovative & exciting.

The words above capture the essence of what Transform Global is all about. Those that are most important, are shown in yellow. Hope, equity and engagement are words of today.

The world can only be a better place if our existing financial systems add more value than they take. The opposite is a world where people are disengaged, people lack hope, where the environment is damaged beyond repair, and where the extremes of inequities only increase. A world where terrorism and terrible things are ever more prevalent.

To change things for the better - to Transform - we have to fund the things that have been much ignored. The examples below are the types of business that can make the world a little or a lot better, but they are also the types of businesses that have typically fallen through existing funding gaps. It is time to change things - and the Transform model can kick start that much needed change - and do so in a way thats much better for all aligned stakeholders in the process.

TRANSFORMGLOBAL

17

Background - management - and how it will attract talent?

Transform Global has a number of seasoned advisors, some of whom have provided seed investment over the years - with strong capability in finance, technology, marketing and in the broad tent of sustainability. They include:

• The former head of government relations for one of the largest energy companies in the world.

• European Chairman and Vice Chairman of Ogilvy and Mather, the worlds largest marketing and communications agency.

• The co-founder of a leading environmental investment bank.

• Head of European sustainable banking for a US investment bank.

• Head of treasury and operations for a top UK retail bank.

• A number of business, technical and engineering focussed executives.

• Scientific, public policy and social enterprise / finance experts.

Transform Global is the culmination of seven years of focussed research, development and action by a single social entrepreneur - Steve Podmore.

With a history in business education and training, marketing, talent management and consulting - after years working to raise capital for entrepreneurial ventures Steve realised that if the world was to progress, system innovation in finance was badly needed. With an intense interest in economics, sustainability and the psychology of individual and organisational behaviour, in late 2006 Steve embarked on what was to become an all consuming journey. The desire was to get to the heart of the linked system challenges, and to do something about them. The core idea has gone through a number of iterations, and the result is the mature, developed and stress tested model that is Transform Global.

It has been said, that the only way to understand and address a serious challenge, is to live it - and to know it inside out. To look at it from angles others have not seen, to listen to - but not be swayed by feedback, to iterate, and not to give up. One of the biggest discoveries of this journey, where the key challenge that Transform seeks to address - has been lived, experienced and observed continually - relates to how the recruitment and investment process for important ideas and businesses, works - or more accurately - doesn’t work.

As investment is typically today (without Transform - or outside of California), most potential funders, particularly for things that are capital intensive, want someone else to have invested first. They look for risk to be removed (which is not efficient on a deal by deal basis), and for A class management to be fully engaged. Often investors seek ‘the name’ as a way to get comfortable - but this shortcut often backfires. Breakthrough innovation comes from outsiders, and rarely are these innovators taken seriously. Rather than nurtured and supported to raise capital and recruit a sound team from a position of strength - founders are ignored. This makes no sense, and is at the heart of the problem.

The trouble, especially for big ideas or businesses, is without at least the first meaningful stage of capital, it is very hard to recruit a strong and sufficiently diverse team, and get them fully embedded. Not everyone is wealthy and able to work without pay. Yet trying to recruit from a position of weakness, and expecting people to work for the months that they need to sufficiently understand a technology or business and their role in it - is beyond hard. It often delivers the type of team that not only fails to impress - as could be predicted, it fails to deliver.

Transform cleverly addresses these issues - and ironically having lived through them - this positions Transform itself, and entities funded as a result - for success.

Transform Global - Org Chart

Despite the challenges described, Transform now has a very strong

network, including those who are lined up as stage 1 management, or as important members of the

ongoing team thereafter. The founder and core team, which

includes experienced corporate finance, investment management and operational executives, will raise the first stages of funding,

and with the assistance of advisors above, in stages 1 - 4 (pg 19/20), will then recruit from a position of strength - those shown in the org

chart to the left. The compensation plan is staged, and offers equity and performance options to all.

TRANSFORMGLOBAL

18

In this dynamic three day event to

be organised by Transform Global,

or in the many feeder roadshow

events, interested stakeholders

will get to discuss answers to the

truly important questions shown.

Crucially, rather than just another

talking shop, scratching the surface

but achieving little else, participants

will be able to dig into the detail of

a practical and tangible catalysing

solution to the issues they care

most about. And, they get to do

so with sufficient exposure to best

understand how they can engage

and contribute to its success.

Scale Up Speed Up - the marketing roadshow

Scale Up Speed Up (SUSU), is a comprehensive event format to help stakeholders fully answer the important questions below. It will also help them understand the solutions, including how Transform Global would work in practice, what different stakeholders can get, and how they can engage. Questions include:

• Despite the urgency to de-carbonise, and in the absence of binding agreements from international governments - what we are missing which could speed up sustainable economic and environmental recovery.

• How ‘fit for purpose’ financial innovations, can be better identified, proven, scaled and scaled at optimum speed.

• What financial innovations are currently in the pipeline to better plug critical local and global funding gaps.

• How it is possible to integrate adaptation and mitigation to climate change, with development and intelligent economic recovery.

• How we can build delivery capacity for the Green Climate Fund and also for international funds that can deliver maximum impact with innovation and jobs alongside attractive financial, social and environmental returns.

• Which public policy measures, public private partnerships, and civil society initiatives can help address these global risks and opportunities.

• How we can learn from past developments of new asset classes or markets, such as hedge funds, carbon markets, micro finance and exchange platforms.

Once Transform has secured the £1.5m in seed funding, core team are on board and embedded, and presentation materials are ready, SUSU will be actively marketed by a highly experienced team. Scale Up Speed Up will be free to attend, and strictly by invitation or by application.

The event format is innovative, collaborative and compelling, and will be marketed via an extensive PR and communications campaign, with smaller feeder events, email, and direct contact to targetted attendees selected from the extensive Transform network and related stakeholder groups.

A 3 day event to bring together over 300 global investors and leaders to explore ways to accelerate results, innovation, sustainability and equity in finance to best address the

biggest risk and resilience threats - and unlock the largest opportunities of modern times.

Q1 2014

SUSU doubles as a marketing

roadshow for Transform Global.

It is designed to attract the ideal

profile of attendees due to the event

format, profile of keynote speakers,

intense interest in the subject, and

the marketing method to current

and potential stakeholders.

Scale Up Speed Up

Qatar

Exploring how Transform Global can expand the provision of Active Impact Investment into Sustainability - Health - Education - Energy

TRANSFORMGLOBAL

19

The development plan - co-global headquarters

Transform Global is a big vision - and therefore it requires visionary backers and supporters also. Management believe the best way to launch, is to co-locate the headquarters between London and a suitable country where the regional benefits Transform can deliver are significant, and where the platform of a second HQ enables scalability and market access.

Being a global financial centre and the home city, Transform aims to ensure London is at the heart of responsible financial innovation, with many aligned host country benefits. The co-global HQ will most likely be in a key centre in an emerging market. In partnership with the host country government, Transform Global will seek to build an iconic ‘Global’ head office as a financial innovation hub and prestigious showcase of advanced sustainable building, technology and enterprise. Transform at its heart is a sustainability focused job creation machine - offering many benefits for countries and regions where it might have a presence. Ultimately, the goal is to cover the map with appropriate Local Impact Investment Funds, managed by Transform Global, or by local and regional partners. The system design, practical steps, and scale and support the sponsors bring, will enable Transform to set new standards of how important funding gaps are addressed around the world.

STEP 1. STEP 2.

Step 2 involves the securing of the £20m G/LIPS fund and a further £5m of equity (A Round second close), after which investment activity will commence. The equity will enable the technology platform (pre and post deal management, and crowd sourced deal and decision support) to be built, and for it to be tested in the live G/LIPS investment environment. Excluding separate teams who will complete Incubation and Corporate Finance work for the G/LIPS fund, the core Transform team will rise to circa 25 persons. Additionally, the full model will be ratified, with a fund raise and outreach program to secure sponsors and investors for step 3.

Transform is raising a £1.5m equity round (possibly split into two stages of £250k and £1.25m. The closing goal of this fund-raising, is Q1 2014 ready for a Q2 2014 start. Management have decided to proceed down the crowd funding route should no suitable strategic investor be found prior to the target start date, and are currently preparing documentation and doing pre marketing, with the goal of going live on Crowdcube in Jan 2014. This funding round will enable the core team of 15 persons to be on board, for all communications to be simplified, regulatory approval progressed, and marketing for stage 2 completed via the Scale Up Speed Up event roadshow.

STEP 3. STEP 4.

The first Local Impact Investment Fund will be raised when step 3 is fully in place, with the first LIIF predicted to take up to 18 months. This allows technical preparation, fund-raising, and for investment activity to begin. Each LIIF is predicted to take up to 4 years to be investing at the annual target capacity. When the first LIIF is in place, Transform Global will work to close the second, third and forth LIIFs and so on. Step 4 is where the sponsor recruitment is also extended locally into categories that are beneficial and complementary to Global Sponsors.

Step 3 is a combined step, where any of the three pieces could happen in any order, or most likely all at once. To fully role out the model, there is a £30m equity raise (First Round) to capitalise the business (which includes £10m of investments - to be made into profitable entities, giving advisory, network and technology platforms - for marketing access, talent and technical capability). At the same time, the sponsor recruitment process (begun at step 1) aims to deliver cornerstone Global Sponsor agreements. In parallel the first £50m for the GIIF is targeted to close, with sponsor and GIIF investments growing thereafter. When step 3 is in place, roll out proper starts.

?

??

?

??

??

?

?

?

?possible locations for

the co-global headquarters

target London co-global headquaters

example of global head office design

TRANSFORMGLOBAL

20

The investment opportunity - risks - returns - and governance

Transform Global is preparing for a fund raise to fully capitalise the business with £36.5m. As can be seen below, this may be done in three or four practical steps.

The first £1.5m - is an opportunity for strategic investors, impact investors, or via a crowd funding platform - for individuals to back this model for a Private World Bank.

The follow on £5m (expected to take between 6 and 9 months to raise), will enable strategic financial or corporate investors who are seeking deal flow pipelines and related open innovation capability, to participate in this innovative financial model. £5m equity will be raised alongside the £20m G/LIPS fund.

Finally, to fully capitalise - £30m in equity will be raised, via sponsors, impact investors, or as strategic investment from the host country for the co-global HQ.

Though the full business model does not require it, and full capitalisation enables profitability to be reached in year 3, Transform reserves the right to raise additional equity in a pre IPO or IPO fund-raising. Management plan to offer a full or partial exit to investors within 3 - 4 years of launch through such means - whilst also strengthening the balance sheet to prepare for and fund global scalability.

The development plan - co-global headquarters

Fund-raising Strategy.

Transform Global, as a compelling alternative model for a Global Impact Investment Bank, requires necessary complexity to be cleverly distilled. The focus of the fund raise, is showcasing that the core idea is strong, that delivery has been thought about and planned in great detail. That the model is flexible, can work, can attract talent and that management, including those the model can attract, are (or can be) credible and capable. And - to communicate all this in common language for all, and in sufficient detail for those who need more.

Fully capitalised with £36.5m£30m (+) Equity

Including £10m to make strategic (and hedging) investments in:

Network Advisory Technology

X 25X 15

£6.5m Equity

£5m

First £50m of GIIF (Global Impact Investment Fund)Target GIIF size = £500m

First LIIF (Local Impact Investment Fund)Target LIIF size = £500 - £2.5b

2nd LIIF

3rd LIIF etc.

£20m G/LIPS Fund

20p10-30 x

25p8-24 x

50p4-12 x

100p (share purchase price)2-6 x (base case - to target - return projections - in 4 - 7 years)

£1.25mEIS

£250kS/EIS

Global sponsor recruitment

The first £6.5m of equity is risk managed by the

£20m G/LIPS fund.

In the event the Global and Local Impact Investment Funds, sponsorship and further equity

cannot be raised, returns for the management of the G/LIPS fund, with strength in diversity, would revert to initial equity investors,

thus limiting downside risk.

Upside projections for full roll out are shown below.

The full business plan, shows up to 100 persons by the end of year 1, and 300 by the end of year 3. All personnel can qualify for performance based options, which also are built into the

plan, and contribute to return expectations shown below.

(GIIF, LIIF and AIDA personnel - are in addition to the above)

Maximum Impact and Governance.

Though details on this page highlight the financing strategy and return projections, it is important to reiterate the blended purpose of Transform Global, and the focus on using its hybrid social / commercial model to deliver maximum impact on critical issues such as climate change, sustainable development, job creation for intelligent economies, and the linked issues of health, education and affordable clean energy for all.

This blended purpose and impact focus will be made possible by the sustainable charter and governance structure, and embedded and reinforced via the Transform Global Trust and its independent trustees.

This innovative structure, means while Transform Global is designed to make and sustain healthy returns for all stakeholders, ‘financial only investors’ are still welcome, but with the explicit understanding and agreement to these positive impact terms. STEP 1. STEP 2. STEP 3. STEP 4.

Safe Harbour Statement. This document is not a formal investment memorandum and contains no offer to sell securities. It is a marketing document for the Transform Global concept - to be used in preliminary discussions and marketing to potential investors, management and for strategic partner recruitment. It lays out the business model, sponsor recruitment strategy, and intended structure of funds it will raise and manage directly or indirectly. Also included are details on the equity fund raise for Transform Global itself. Return projections shown, detail base case values for full roll out - based on the business plan and assumptions contained therein. The cut down version of which, and the investment term sheet will be made available to accredited investors and partners by request, and will be made available on the Crowdcube platform when the crowd funding campaign goes live early in 2014. Projections can go up and down, and investors should seek professional advice prior to making any commitment. Though management believe the business model is realistic and can scale once Step 1 funding is secured - Transform Global carries risks. These include fund-raising steps or sponsor recruitment, which may fail fully or partially. Also, the business projects zero revenues until step 2, with the full business plan commencing at step 3.

TRANSFORMGLOBAL

Transform Global20 Little BritainLondon EC1A 7DHTel +44 203 478 1136hello@transformglobal.cowww.transformglobal.co