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Housing Association Funding Plc - Notice to Noteholders

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL, LEGAL OR OTHER PROFESSIONAL ADVICE, INCLUDING AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, LEGAL OR OTHER PROFESSIONAL ADVISER

If you have recently sold or otherwise transferred your entire holding(s) of the Notes referred to below, you should immediately forward this document to the purchaser or transferee or to the broker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

NOTICE TO NOTEHOLDERS

of the

£192,270,000 8.25 per cent. Secured Loan-Backed Notes due June 2027

(ISIN: XS0073407537)

(the “Notes”)

issued by Housing Association Funding PLC

(the “Issuer”)

Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 (Market Abuse Regulation) requires disclosure by or on behalf of the Issuer of any inside information concerning the Issuer.

Capitalised terms used but not otherwise defined herein shall have the meanings ascribed to them in the master schedule of definitions, interpretation and construction clauses dated 23 January 1997, as amended and restated on 30 January 1998, as amended and restated on 23 December 1999, as amended and restated on 29 June 2005, as amended and restated on 7 December 2009, as amended and restated on 11 February 2010 and as further amended and restated on 31 January 2017.

We refer to the consent solicitation memorandum issued by the Issuer at the request of the Borrower dated 22 December 2016 (the “Consent Solicitation Memorandum”) and the notice of the Issuer dated 16 January 2017 in which the Issuer informed the Noteholders that an Extraordinary Resolution of the Noteholders was passed to, amongst other things, approve a proposal to amend the terms of certain of the Transaction Documents to permit each Borrower to implement a voluntary early prepayment (in full) of the relevant Loan Agreement and require the Issuer to effect a corresponding pro-rata redemption of the Notes.

NOTICE IS HEREBY GIVEN that the Issuer has received the following letters (each a "Notice of Prepayment"):

1.a letter dated 2 November 2022 from Derwent Housing Association Limited (“Derwent”) in which Derwent has irrevocably undertaken to prepay the whole of the outstanding balance of its loan on the next Combined Payment Date (as defined in its Loan Agreement) on 5 December 2022, in accordance with the terms of its Loan Agreement, in each case as amended on 31 January 2017, being an amount of £3,866,216.52, together with interest accrued up to the date of prepayment and any relevant Prepayment Premium due;

2.a letter dated 2 November 2022 from Home Group Limited (“Home Group”) in which Home Group has irrevocably undertaken to prepay the whole of the outstanding balance of its loan on the next Combined Payment Date (as defined in its Loan Agreement) on 5 December 2022, in accordance with the terms of its Loan Agreement, in each case as amended on 31 January 2017, being an amount of £5,729,149.32, together with interest accrued up to the date of prepayment and any relevant Prepayment Premium due;

3.a letter dated 2 November 2022 from Stonewater (2) Limited (formerly Jephson Homes Housing Association Limited) (“Stonewater”) in which Stonewater has irrevocably undertaken to prepay the outstanding balance of its loan on the next Combined Payment Date (as defined in its Loan Agreement) on 5 December 2022, in accordance with the terms of its Loan Agreement, in each case as amended on 31 January 2017, being an amount of £12,671,485.02, together with interest accrued up to the date of prepayment and any relevant Prepayment Premium due; and

4.a letter dated 1 November 2022 from Metropolitan Housing Trust (formerly Thames Valley Charitable Housing Association Limited) (“Metropolitan”) in which Metropolitan has irrevocably undertaken to prepay the whole of the outstanding balance of its loan on the next Combined Payment Date (as defined in its Loan Agreement) on 5 December 2022 in accordance with the terms of its Loan Agreement, in each case as amended on 31 January 2017, being an amount of £6,946,336.34, together with interest accrued up to the date of prepayment and any relevant Prepayment Premium due.

The affect of the combined Notices of Prepayment will constitute a full and final redemption of the outstanding Notes.

The Issuer will provide Noteholders with further updates in respect of the prepayment arrangements.

Queries may be addressed to the Issuer as follows:

Housing Association Funding PLC:

Address: Bastion House, 6th Floor, 140 London Wall, London EC2Y 5DN

Attention: The Directors

Telephone: +44 203 994 7200

Email: spvservices@apexfs.com

This notice is given by:

HOUSING ASSOCIATION FUNDING PLC

4 November 2022