Notice of GM

Notice of Meeting

THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT ANY ASPECT OF THE PROPOSALS AND/OR THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY YOUR BROKER, COMMERCIAL BANK, CUSTODIAN, TRUST COMPANY OR OTHER PROFESSIONAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (IF YOU ARE IN THE UNITED KINGDOM) OR OTHER APPROPRIATELY AUTHORISED FINANCIAL ADVISER.

£120,000,000 7.5873 PER CENT. CLASS A2 LIMITED RECOURSE BONDS DUE 2022

(ISIN: XS0086229811)

issued by

MUTUAL SECURITISATION p.l.c.

(incorporated in Ireland with limited liability)

NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of the holders (the "Bondholders") of the above-mentioned class of Bonds (the "Bonds", and each a "Bond") issued by Mutual Securitisation p.l.c. (the "Issuer") is convened for the purpose of considering and, if thought fit, passing the extraordinary resolution set out below (the "Resolution").

This notice is issued pursuant to the provisions of the Bonds and the trust deed dated 16 April 1998 between the Issuer, the Bond Trustee and the Borrower, constituting the Bonds as amended from time to time (the "Trust Deed").

The Meeting will be held at the offices of Baker & McKenzie LLP, 100 New Bridge Street, London, EC4V 6JA on 8 August 2016 at 11 a.m..

If a quorum is not present within 30 minutes from the commencement of the Meeting, the Meeting will be adjourned until such date, not less than 14 days nor more than 42 days later, as the Chairman of the Meeting decides. A notice reconvening the adjourned meeting will be given to the relevant Bondholders.

Initially capitalised terms used in this Resolution have the same meanings ascribed thereto in the Trust Deed and/or the Conditions, unless the context otherwise requires.

The text of the Resolution applicable to the Bonds is as follows: "THAT, Bondholders:

(A)     sanction and approve:

(a)      the retirement of Deutsche Bank International Trust Co. Limited as Bond Trustee of the Bonds (the "Bond Trustee") and the appointment of Deutsche Trustee Company Limited as the new Bond Trustee (the "New Bond Trustee");

(b)      the entry by the Issuer, the Bond Trustee and the New Bond Trustee into a deed of retirement and appointment of the Trustee amongst the Issuer, the Bond Trustee, the New Bond Trustee, the Borrower and the Security Trustee (the "Deed of Retirement and Appointment of the Trustee"); and

(c)      the entry by the Issuer and the New Bond Trustee into a supplemental Trust Deed amongst the Issuer, the Bond Trustee, the New Bond Trustee and the Borrower (the "Supplemental Trust Deed"); (together, the "Proposals")

(B)     authorise and request each of the Bond Trustee, the Security Trustee and the Collateral Trustee to concur in taking all steps considered by it in its sole discretion to be necessary, desirable or expedient to carry out and give effect to this Resolution; and

(C)     declare that none of the Bond Trustee, the Collateral Trustee or the Security Trustee shall have any liability to Bondholders for its acts or omissions in furtherance of this Resolution."

Unless the context otherwise requires, capitalised terms used shall bear the meanings given to them in the Trust Deed.

Copies of the draft Deed of Retirement and Appointment of the Trustee and the draft Supplemental Trust Deed will be available for inspection by Bondholders at the Meeting. Copies of the draft Deed of Retirement and Appointment of the Trustee and the draft Supplemental Trust Deed will also be available for inspection by Bondholders prior to the Meeting at the London office of the Paying Agent.

The Bond Trustee has convened the Meeting for the purpose of enabling Bondholders to consider the Proposals and resolve, if they so wish, to pass the Resolution proposed in relation to the Bonds.

The Proposals are designed to streamline the Bond Trustee and Collateral Trustee roles in relation to the Bonds. The proposed replacement Bond Trustee is already acting as Collateral Trustee in relation to the Bonds and consolidating the two roles in one entity is consistent with latest market practice and the current policy of the Bond Trustee and the Collateral Trustee.

Bondholders should take their own advice on the merits and on the consequences of voting in favour of the Resolution, including any tax consequences.

No director of the Issuer or Borrower has any interest in any Bond.

Voting and Quorum

Bondholders may elect to communicate an instruction to the Paying Agent either: (i) to appoint a proxy to vote at the Meeting on their behalf; or (ii) to issue a voting certificate to such Bondholder (or a proxy) to attend and vote at the Meeting, in connection with the Extraordinary Resolution, as further detailed below.

Bondholders who have submitted and not revoked a valid instruction need take no further action to be represented at, or to attend and vote at the Meeting.

1.       Bondholder attendance: A Bondholder wishing to attend and vote at the Meeting in person must produce at such Meeting a valid voting certificate(s) issued by a Paying Agent relating to such Bond(s) in respect of which he or she wishes to vote.

2.       Appointment of Proxies: A Bondholder not wishing to attend and vote at the Meeting in person may deliver his voting certificate(s) to the person whom he or she wishes to attend on his or her behalf or give, not less than 24 hours prior to the time of the Meeting a block voting instruction (the form of which is issued by a Paying Agent) instructing a Paying Agent to appoint a proxy to attend and vote at such Meeting in accordance with his or her instructions.

3.       Deposit of Bonds, Voting Certificates and Block Voting Instructions: The Bonds may, not less than 48 hours before the time fixed for the Meeting or any adjourned Meeting, be deposited with a Paying Agent or (to its satisfaction) held to its order or under its control or blocked by Euroclear and/or Clearstream, Luxembourg (in a manner approved by the Bond Trustee) for the purpose of:

(i)       obtaining voting certificates from such Paying Agent; or

(ii)      such Paying Agent completing a block voting instruction in respect of such Bonds appointing a proxy to attend and vote at the Meeting or any adjourned Meeting in accordance with the instructions of that Bondholder. A Bondholder will need to give voting instructions (such voting instructions being neither revocable nor capable of amendment by the Bondholder during the period commencing 24 hours prior to the time for which the Meeting or any adjourned Meeting is convened) in accordance with the procedures of Euroclear and/or Clearstream, Luxembourg to the Paying Agent, not less than 24 hours before the time fixed for the Meeting or any adjourned Meeting, to enable the Paying Agent to complete the block voting instruction.

Bonds so deposited or held will not be released:

(1)      Voting Certificates: in the case of Bonds in respect of which a voting certificate has been issued until the first to occur of:

(a)      the conclusion of the Meeting specified in such certificate or, if applicable, of any adjourned such Meeting; and

(b)      the surrender of the voting certificate to the Paying Agent who issued the same;

(2)      Block Voting Instructions: in the case of Bonds in respect of which a block voting instruction has been issued until the first to occur of:

(a)      the conclusion of the Meeting specified in such block voting instruction or, if applicable, of any adjourned such Meeting;

(b)      the Bonds ceasing with the agreement of the Paying Agent to be held to its order or under its control or blocked and the giving of notice by the Paying Agent to the Issuer (at its registered office or at such other place as may have been required or approved by the Bond Trustee) for the purpose of the necessary amendment to the block voting instruction by no later than 24 hours before the time appointed for holding the relevant Meeting or adjourned Meeting; and

(c)      the surrender to the Paying Agent of the receipt issued by the Paying Agent in respect of each deposited Bond which is to be released by no later than 48 hours before the time appointed for holding the Meeting or adjourned Meeting.

4.       Quorum Requirements: The quorum required at the Meeting shall be two or more persons present holding the Bonds or voting certificates or being proxies or representatives and holding or representing in the aggregate not less than 50 per cent. in principal amount of the Bonds for the time being outstanding. At any adjourned Meeting, the quorum required shall be two or more persons present holding the Bonds or voting certificates or being proxies or representatives and holding or representing any of the Bond Principal Amount Outstanding.

5.       Adjournment: If within 30 minutes after the time appointed for any such Meeting, a quorum is not present, such Meeting shall stand adjourned for such period, being not less than 14 days nor more than 42 days, and at such place, as may be appointed by the Chairman either at or subsequent to such Meeting and approved by the Bond Trustee. At least 10 days notice of an adjourned meeting shall be given in the same manner as notice of an original meeting and such notice shall state the quorum required at such adjourned meeting. On any subsequently adjourned Meetings, the minimum period for such adjournment shall be not less than 14 days nor more than 42 days. 

6.       Voting by Show of Hands or Poll: Every question submitted to the Meeting shall be decided on a show of hands unless a poll is duly demanded by the Chairman, the Issuer or by any person(s) present holding the Bond(s) or a voting certificate or being a proxy or representative and being or representing in the aggregate the holders of not less than 2 per cent. of the Bond Principal Amount Outstanding.

In the case of equality of votes, the relevant Chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he may be entitled as a Bondholder or as a holder of a voting certificate and/or as a proxy or as a representative.

7.       Representation of Vote: On a show of hands every person who is present in person and produces a Bond or a voting certificate or is a proxy or a representative shall have one vote. On a poll every person who is so present shall have one vote in respect of each £1 in principal amount of the Bonds so produced or represented by the voting certificate so produced or in respect of which such person is a proxy.

8.       Voting Majority Requirements: To be passed at the Meeting, the Resolution requires a majority consisting of not less than three-quarters of the persons voting thereat upon a show of hands or, if a poll is duly demanded, by a majority consisting of not less than three-quarters of the votes cast on such poll.

9.       Notices: The Bondholders will be notified via Euroclear and/or Clearstream, Luxembourg and by notices in the Financial Times, The Irish Times, the London Stock Exchange Company Announcements Office and the Irish Stock Exchange Company Announcements Office of the result of voting on the Resolution within 14 days of such result being known.

10.     Indirect Participants: Beneficial owners of the Bonds who are not direct participants in the Euroclear or Clearstream Luxembourg (the "Clearing Systems") must contact their broker, dealer, bank custodian, trust company or other nominee to arrange for the accountholder (the "Accountholder") in Euroclear or Clearstream Luxembourg, as the case may be, through which they hold such Bonds to deliver an electronic instruction in accordance with the requirements of the relevant Clearing System and procure that the Bonds are blocked in accordance with the normal procedures of the relevant Clearing System and the deadlines imposed by such Clearing System.

An Accountholder whose Bond(s) have been so blocked will, subject to providing evidence of identity in the form of a passport or driving licence, thus be able to obtain a voting certificate from, or procure that a voting instruction is given in accordance with the procedures of, Euroclear and/or Clearstream, Luxembourg, to the Paying Agent and the identity of the person to whom the voting certificate or voting instruction is to be issued. By requesting the relevant Clearing System to block their securities, the Accountholder gives permission to disclose to the  Paying Agent the details of the direct participant account name and number. Bonds so blocked will be released in accordance with the procedures of Euroclear and/or Clearstream, Luxembourg,  after such meeting.

The deadlines set by any such intermediary and each Clearing System for the submission of instructions will be earlier than the relevant deadlines specified.

11.     This Notice is given by Deutsche Bank International Trust Co. Limited.

12.     Bondholders should contact the following for further information:

Bond Trustee:

Jackie Foot, Global Securities Services, Deutsche Bank International Limited, Tel: +44 (0)1534 889303, Email: Jackie.foot-jsy@db.com

Paying Agent:

Global Securities Services - Corporate Trust at Deutsche Bank AG, London Branch, Tel: +44 20 75475000, Email: xchange.offer@db.com

Date 11 July 2016