WWW.MOTIONPICTURECAPITAL.COM

ISSUER: OXYGEN VENTURES LIMITEDAuthorised and Regulated by the Financial Conduct Authority

MOTION PICTURE CAPITAL PRODUCTION FUND

A HMRC APPROVED EIS FUND

TAX YEAR: 2015/2016

FOR INTERMEDIARIES ONLY - NOT FOR RETAIL INVESTORS OR FOR ONWARD TRANSMISSION TO RETAIL INVESTORS

MOTIONPICTURECAPITAL PRODUCTION FUND

A UNIQUE INVESTMENT OPPORTUNITY

ABOUT US

WHO IS RELIANCE ENTERTAINMENT?

FOR INTERMEDIARIES ONLY - NOT FOR RETAIL INVESTORS. Risk warnings are set out in detail in the Information Memorandum (IM) and should be considered prior to investment

Motion Picture Capital Limited is offering a unique opportunity to invest directly into a slate of independent film and television productions.

• Approved Fund status from HMRC for EIS purposes. Income Tax Relief is given by reference to the Fund Close Date rather than investment in the underlying companies.

• Ability to invest directly into productions from a single media group.

• Studio level release opportunities for appropriate productions should provide a platform for larger audiences.

• Potential for significant upside whilst carefully managing risk.

• Highly experienced in-house management team with an impressive track record.

• Investing through an EIS affords generous tax benefits and risk management advantages.

• Minimum investment £25,000 (including initial charge and any applicable adviser charge as agreed between the investor and the adviser).

A unique EIS investment opportunity, with genuine growth prospects, in an asset class which has proven to be highly resilient even during the global downturn, with risk management techniques and tax protection to minimise downside potential.

With our in-house management team’s experience and industry network, we can offer producers our management expertise in financial structuring and the opportunity for global distribution. Reliance Entertainment’s huge global resources and reach mean that we also have access to some of the best independent film and television productions, bringing genuine opportunities to our investors.

KEY MANAGEMENT TEAM

Leon Clarance - Chief Executive OfficerExperienced industry specialist with an in depth knowledge of large scale as well as smaller independent films, has executed over £2 billion worth of structured finance arrangements in the past 9 years including Pirates of The Caribbean 2 & 3 and The Bourne Ultimatum. Former Head of the Media Investment team at Octopus Investments, Leon has a wealth of experience of both studio level transactions and single picture finance arrangements.

Deepak Nayar – Board DirectorHighly acclaimed Director and Producer of over 2 dozen films including Bend It Like Beckham, Buena Vista Social Club and more recently Walking with Dinosaurs 3D. Deepak has been in independent film production for over 20 years and is responsible for discovering talent such as Keira Knightley and the acclaimed film Director Wim Wenders.

Reliance Entertainment is part of the Reliance ADA Group, which has assets valued at $35 billion and has worldwide interests in Telecommunications, Financial Services, Infrastructure, Media and Entertainment. Other Reliance Entertainment companies include:

DreamWorks Studios The renowned production house run by multi-award winning Director Steven Spielberg.

Lava Bear FilmsFounded in 2011, Lava Bear Films is a production and film financing company developing projects specifically designed for the global marketplace. Lava Bear recently completed The Rover [2014] starring Robert Pattinson and Guy Pearce, and is in development on a slate of film projects with production partners such as Guillermo Del Toro, Shawn Levy and David S. Goyer.

Kintop PicturesDeepak Nayar, one of the two Motion Picture Capital directors, launched Kintop Pictures to produce his first features: David Lynch’s critically acclaimed Lost Highway and Wim Wender’s award winning The End Of Violence. Lately Kintop Pictures has built an experience in adaptations for young adults starting with Vampire Academy, followed by Graceling and acquiring very recently the Unremembered trilogy.

Georgeville TelevisionFounded by veteran U.S. film and TV producer Marc Rosen, and CEO of Motion Picture Capital, Leon Clarance, Georgeville is currently finishing the production of Sense8, a new TV series by The Wachowskis going to Netflix in 2015.

IM Global One of the world’s leading film financing, sales and distribution companies.

Need for Speed†

The Hundred Foot Journey

Lincoln†

ENTERPRISE INVESTMENT SCHEME FOR INTERMEDIARIES ONLY - NOT FOR RETAIL INVESTORS. Risk warnings are set out in detail in the Information Memorandum (IM) and should be considered prior to investment

Investing in an Enterprise Investment Scheme Fund affords generous up front tax benefits, and provides Loss Relief on any losses arising within the EIS portfolio. Motion Picture Capital as Consultant to the Companies will seek to identify film and television production opportunities where there is a blend of predictable and variable revenue streams to further manage risk. For example, if £100,000 is invested, Income Tax Relief of £30,000 should be available by reference to the Fund Close Date. Motion Picture Capital will seek to identify productions which can achieve returns from a blend of relatively predictable and performance related sources. Of any £100,000 applied by a Company, it is hoped that around 70% of capital will be deployed by each company in investments such as pre-sales and incentive-based funding which may generate more predictable returns than those funds deployed into higher risk areas such as pure equity investments. This ensures a cautious approach within each investment as well as the benefits provided by the EIS itself.

Funding lower risk Pre-Sales and Film Tax Credits gives the EIS company the opportunity to provide finance against the predictable revenues due back from these contracts, at a discounted rate.

PRE-SALESPre-Sales is the process of selling a film to local distributors in various territories before the film is produced. It forms an important part of the funding of a film, giving the producer much needed finance in order to complete filming.

FILM TAX CREDITSWhen making a film, a producer can claim a tax credit in the country where filming takes place. This can be worth up to 25% of the film’s expenditure spent in the UK and up to 40% in others, but is only payable after completion of the film.

MANAGING INVESTMENT RISK

£30,000

£70,000 (Net investment)

£100,000 Target

More predictable revenues

£30,000Income Tax Relief

£30,000 Volatile performance

Retained by Investor

Total Investment (£100,000)

Offset by the Income Tax Relief retained by the Investor, therefore mitigating risk.

Received from HMRC

RECENT RELIANCE PICTURES

PREVIOUS GROUP PRODUCTIONS

Recent Reliance Group pictures include (box-office world-wide by Box Office Mojo):

Lincoln $275mNeed for Speed $200m Walking with Dinosaurs $126.5mDredd $35.6m

SENSE8(10 x 60 minute episodes), EARLY 2015The first television series ever from visionary filmmakers Andy and Lana Wachowski (THE MATRIX Trilogy, CLOUD ATLAS) and J. Michael Straczynski (WORLD WAR Z, BABYLON 5, THOR), SENSE8 is described as “a gripping global tale of minds linked and souls hunted” that incorporates the Wachowskis’ unique storytelling style. The series has a 10-episode order from Netflix for an anticipated debut in 2015.

BLAKE’S 7(10 x 60 minute episodes / Feature Film trilogy)An adaptation of the 70's British cult classic, written by Joe Pokaski (HEROES, CSI). Martin Campbell (CASINO ROYALE, ZORRO Franchise, LAST RESORT) will direct the pilot episode and will serve as an Executive Producer on the series.

VAMPIRE ACADEMY(104 minute feature film)Vampire Academy is an American fantasy adventure film based on the 2007 best-selling novel Vampire Academy by Richelle Mead, directed by Mark Waters, and released in the US in February 2014. The film stars Zoey Deutch, Danila Kozlovsky, and Lucy Fry in lead roles and targets the lately-very-popular young adult audience following the success of the Twilight series.

WALKING WITH DINOSAURSFollowing the very popular BBC Television series, which attracted over 700 million people globally, and also the hugely successful live show, Reliance Big Entertainment in partnership with BBC Worldwide brought to the audience the movie in 3D. For the first time in movie history, audiences truly saw and felt what it was like when dinosaurs ruled the Earth. The film has taken more than $120m at the box- office since its release for Christmas 2013.

Walking with Dinosaurs 3D†

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RISK WARNINGS AND IMPORTANT INFORMATIONAll third party trademarks and trade names are hereby acknowledged.Risk warnings are set out in detail in the Information Memorandum (IM) and should be considered prior to making a decision to invest.This document does not constitute legal, taxation, investment, or other advice.

Oxygen Ventures Limited, First Floor, Nelson House, Park Road, Timperley, Cheshire, WA14 5BZ FCA number: 208188

FOR INTERMEDIARIES ONLY - NOT FOR RETAIL INVESTORS

MOTIONPICTURECAPITAL PRODUCTION FUND

CHARGING STRUCTURE

Initial Charge: 2.5% includes all annual management fees, (excluding any adviser charge) for the duration of the investment. I.E. NO further annual management fees payable (on an annual basis by the investor). This charge will NOT attract EIS relief, but WILL reduce the equivalent return calculations.

ILLUSTRATIVE RETURNS (Exclusive of Initial and Adviser Charges)

SUMMARY

In association with Reliance Entertainment, Motion Picture Capital Limited is offering investors an opportunity to invest directly into a slate of independent film and television productions.

With its significant upside potential, film investmentcan serve to diversify and also potentially boost theprofitability of an investment portfolio. A film does not have to be a box office success in order to make investors money: sound financial structuring and tax efficiencies can make all the difference.

Approved fund status from HMRC for EIS purposes means an investor's entitlement to Income Tax Relief is by reference to Fund Close Date, rather than the date of investment into the underlying companies.

18 Soho Square, London, W1D 3QL, United Kingdom • t +44 (0)20 7025 8195 e info@motionpicturecapital.com w www.motionpicturecapital.comCompany Number: 7676259 • VAT Number: 115829901

RISK MANAGEMENT

THE CONSULTANT

To balance investment risk and enhance opportunity the EIS Fund will spread its investment across a slate of a minimum of 4 TV and film productions.

A minimum of 70% of the EIS investment will be secured against 'pre-sales' and 'production tax credits',with an opportunity to return to 100% during the investment term; the 30% left will then offer a genuine potential for significant upside.

The experienced in-house management team, with an impressive track record, brings a wealth of experience in managing risk and investing innovatively. This combined with the Fund’s ability to access studio level releases, should provide a platform for the Fund’s productions to reach larger audiences and also potentially create further profits for investors.

An EIS can provide significant tax benefits:

• 30% initial Income Tax Relief• Ability to defer a capital gain• Tax free returns after 3 years• Tax relief in the event of a loss• Potential for Inheritance Tax Relief

after 2 years • Ability to carry back relief to the

previous tax year• Potential for Business Investment

Relief for certain non-domiciled UK-residents

EIS TAX BENEFITS

WAY FORWARD

This document must be read in conjunction with the Information Memorandum available upon request at the address below.

Further details of this investment are also available in our Information Memorandum (IM).

NO EXIT FEES

The investment needs to return 160% minimum (including initial Income Tax relief) before a 10% net success fee is payable to Motion Picture Capital.

FUNDS INVESTED

30%More volatile ‘equity’

investment 30%Initial Income Tax Relief

30%Initial Income Tax Relief

30%Initial Income Tax Relief

30% Equity Return(Production break-even)

30% Equity Return(Production break-even)

30% Equity Return(Production profit)

30%Initial Income Tax Relief

31.5%EIS loss relief

61.5% preserved 10% p.a. equivalent return 20% p.a. equivalent return 30% p.a. equivalent return

70%(Net investment after Income Tax Relief)

More predictable investment

100%Return on more

predictable revenues

100%Return on more

predictable revenues

100%Return on more

predictable revenues

Low CaseLose all

Base Case100% preserved

Mid CaseProductions break-even

High CaseProductions in profit

A minimum of 70% of the EIS investment will be secured against ‘pre-sales’ and ‘production tax credits’, with an opportunity to return to 100% during the investment term; the 30% left will then offer a genuine potential for upside.

On an investment into the EIS fund, investors may be entitled to Initial Income Tax Relief of up to 30% of their investment.