NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT. THIS NOTICE OR THE ELECTRONIC TRANSMISSION THEREOF DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE, EXCHANGE OR SUBSCRIPTION OF, OR A SOLICITATION OF ANY OFFER TO BUY, EXCHANGE OR SUBSCRIBE FOR, ANY SECURITIES OF THE ISSUER OR ANY OTHER ENTITY IN ANY JURISDICTION.

This Notice contains important information of interest to the registered and beneficial owners of the Notes (as defined below). If applicable, all depositaries, custodians and other intermediaries receiving this Notice are requested to pass this Notice to such beneficial owners in a timely manner. If you have recently sold or otherwise transferred your entire holding(s) of Notes referred to below, you should immediately forward this Notice to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

This Notice is addressed only to holders of the Notes (as defined below) and persons to whom it may otherwise be lawful to distribute it ("relevant persons"). It is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Notice relates is available only to relevant persons and will be engaged in only with relevant persons. If you are in any doubt as to the action you should take, you are recommended to seek your own financial and legal advice, including in respect of any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other financial, tax or legal adviser authorised under the Financial Service and Markets Act 2000, as amended (if you are in the United Kingdom), or from another appropriately authorised independent financial adviser and such other professional advice from your own professional advisers as you deem necessary.

PENARTH MASTER ISSUER PLC

(incorporated in England and Wales, Registered No. 06615304) 1 Bartholomew Lane

London, EC2N 2AX (the "Issuer")

NOTICE

to the holders of the following notes of the Issuer outstanding

£600,000,000 Series 2014-2 B1 Class B Asset Backed Floating Notes originally due 2021

and amended to be due 2025

(the "Series 2014-2 B1 Notes")

(ISIN: XS1117709219)

1.         Pursuant to Condition 16 (Notices) of the terms and conditions of the Series 2014-2 B1 Notes issued under the Issuer's medium term note programme (the "Programme"), the Issuer hereby gives notice that certain amendments will be made to:

(a)        the Class B (2014-2 B1) supplement to Global Loan Note No. 1 dated 20 October 2014 entered into by, among others, the Issuer and Deutsche Bank Trust Company Americas as security trustee (the "Security Trustee") (as amended, restated and/or novated from time to time prior to the Receivables Trust Effective Date (as defined below)) (the "Class B (2014-2 B1) supplement to Global Loan Note No. 1");