16 August 2024

OFFA BTL LTD

(the "Trustee")

NOTICE

to the holders of the

£200,000,000 Home Purchase Plan backed floating rate Senior Certificates due 2027 (ISIN GB00BS857D42)

£20,000,000 Home Purchase Plan backed floating rate Mezzanine Certificates due 2027 (ISIN GB00BS857F65)

£15,000,000 Home Purchase Plan backed fixed rate Subordinated Certificates due 2027 (ISIN GB00BS857G72)

(the "Certificateholders" and the "Certificates" respectively),

issued in accordance with the terms of the Declaration of Trust dated 28 June 2024, between the Trustee and Trustmoore Trustee (Ireland) Limited (the "Delegate") and the Subscription and Agency Agreement dated 28 June 2024 between, among others, the Trustee and the Certificateholders

NOTICE IS HEREBY GIVEN that by unanimous written resolution dated 16 August 2024, the respective holders of 100 per cent. of each of the Senior Certificates, the Mezzanine Certificates and the Subordinated Certificates issued duly consented to:

1       modifications to the Conditions:

(a)      in respect of the SONIA reference rate, used to calculate the Profit Rate of the Senior Certificates and the Mezzanine Certificates, to reflect that SONIA is to be calculated on a non-cumulative, compounded basis, using 'five-day look back';  

(b)      to reflect that, during the Availability Period, the Senior Certificates and the Mezzanine Certificates shall be redeemed up to an amount as may be required to satisfy the Senior Borrowing Base Test and the Mezzanine Borrowing Base Test, respectively, and

2       the entry into a supplemental declaration of trust dated 16 August 2024 by the Trustee and the Delegate (the "Supplemental Declaration of Trust") in respect of the above-mentioned modifications.

Copies of the Supplemental Declaration of Trust may be inspected on written request at the Specified Offices of the Facility Agent during normal business hours for as long as the Certificates are admitted to listing on the International Stock Exchange and as the guidelines of the International Stock Exchange so require.

Words and expressions defined in Clause 1 (Definitions) of the master definitions schedule dated 28 June 2024 and made between, among others, the Trustee, the Security Trustee, the Delegate, the Originator, the Servicer, the Cash Manager and the Facility Agent (as amended and/or restated from time to time) (the Master Definitions Schedule) have the same meaning when used in this Notice.

This Notice is given by:

OFFA BTL LTD