Notice of Meetings of Fixed Rate Bondholders

    


THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN
ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY YOUR
STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER
AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000.

THIS NOTICE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY OR SUBSCRIBE FOR SECURITIES AND IS BEING FORWARDED TO U.S. PERSONS AND
ITALIAN PERSONS SOLELY IN THEIR CAPACITY AS BONDHOLDERS IN CONNECTION WITH THE
EXTRAORDINARY RESOLUTIONS.

THIS DOCUMENT DOES NOT COMPRISE A PROSPECTUS FOR THE PURPOSES OF ARTICLE 25(1)
OF COMMISSION REGULATION 809/2004 IMPLEMENTING DIRECTIVE 2003/71/EC.

                           NOTICE OF MEETINGS
              of the respective holders of the outstanding
£580,000,000 Class A1 5.260 per cent. Bonds due 2035 (ISIN: XS0139452337)
                          (the Class A1 Bonds)
£160,000,000 Class B 5.793 per cent. Bonds due 2035 (ISIN: XS0139452923)
                           (the Class B Bonds
            and, together with the Class A1 Bonds, the Bonds)
                                issued by
                       Meadowhall CMR Finance plc
                              (the Issuer)

(incorporated in England and Wales with limited liability with registered number
                                    4191125)

NOTICE IS HEREBY GIVEN that, pursuant to the provisions of the Fifth Schedule to
the Bond Trust Deed constituting the Bonds and made between the Issuer and
Capita IRG Trustees Limited (the Bond Trustee), a separate meeting of each of
the holders of the Class A1 Bonds (the Class A1 Bondholders) and the holders of
the Class B Bonds (the Class B Bondholders and, together with the Class A1
Bondholders, the Bondholders) has been convened by the Issuer and will be held
at the offices of Allen & Overy LLP, at 40 Bank Street, London E14 5DU on 12
December 2006 at 9:00 a.m. (London time) (in the case of the Class A1
Bondholders) and 9.15 a.m. (London time) (in the case of the Class B
Bondholders) (or such later time as the preceding meeting has concluded or been
adjourned) for the purpose of considering and, if thought fit, passing the
resolution set out below which will be proposed, in each case, as an
Extraordinary Resolution in accordance with the provisions of the Bond Trust
Deed.

Interpretation

Unless defined herein or the context otherwise requires, capitalised terms used
in this Notice bear the meanings given to them in the Bond Trust Deed and/or the
consent solicitation document dated 20 November 2006 addressed by the Issuer to
the Bondholders (the Consent Solicitation Document). References herein to Bonds
are references to the Class A1 Bonds and/or the Class B Bonds, as the case may
be, and references herein to Bondholders are references to the Class A1
Bondholders and/or the Class B Bondholders, as the case may be.

References herein to the Meeting are to the meeting convened hereby of the Class
A1 Bondholders or the Class B Bondholders, as the case may be; and references
herein to the Extraordinary Resolution are to the Extraordinary Resolution of
the Class A1 Bondholders or the Extraordinary Resolution of the Class B
Bondholders, as the case may be.

Extraordinary Resolutions

In relation to each of the Class A1 Bondholders and the Class B Bondholders, the
following Extraordinary Resolution will be considered and, if thought fit,
passed at the relevant Meeting:

"THAT this meeting of the holders of the outstanding [£580,000,000 Class A1
5.260 per cent. Bonds due 2035 (ISIN: XS0139452337)/£160,000,000 Class B 5.793
per cent. Bonds due 2035 (ISIN: XS0139452923)](1) (the Bondholders and the
Bonds, respectively) of Meadowhall CMR Finance plc (the Issuer) constituted by a
Bond Trust Deed dated 5 December 2001 (the Bond Trust Deed) as amended by a
supplemental Bond Trust Deed dated 6 December 2001 (the First Supplemental Bond
Trust Deed), each made between the Issuer and Capita IRG Trustees Limited (the
Bond Trustee) as trustee for the Bondholders hereby:

(A) (subject to paragraph (F) of this Extraordinary Resolution) assents to the
modification of the Conditions (as defined in the Bond Trust Deed) by the
addition thereto of a new Condition 5(c)(iii) giving the Issuer the right to
redeem on the Settlement Date all but not some only of the Bonds at the
Redemption Amount plus Accrued Interest and providing that such redemption may
be satisfied by delivery on the Settlement Date to the Bondholders as at the
Settlement Date of certain of the new fixed rate bonds (the New Fixed Rate
Bonds) issued by Meadowhall Finance PLC (the New Issuer) or, at the option of
the Issuer, wholly in cash (but only in the case of Bondholders who are not
Eligible Holders), and, on giving not less than two nor more than twenty-one
London business days' notice to Bondholders by issuing a notice of redemption
(the Notice of Redemption) via an RIS and pursuant to the Conditions through the
Clearing Systems, the redemption of the Bonds in accordance with the Notice of
Redemption to be conditional on:

(a) the UK Listing Authority confirming that (subject to their being issued) the
New Bonds (including the New Fixed Rate Bonds) will be admitted to the Official
List and the London Stock Exchange confirming that (subject to their being
issued) the New Bonds (including the New Fixed Rate Bonds) will be admitted to
trading on its Gilt Edged and Fixed Interest Market, in each case on or around
the Settlement Date;

(b) each of the Rating Agencies confirming that on the Settlement Date the
ratings of AAA/AAA will be assigned to the New Class A1 Bonds and the ratings of
AA/AA will be assigned to the New Class B Bonds;

(c) the issue of the New Bonds (including the New Fixed Rate Bonds) by the New
Issuer and delivery of the New Fixed Rate Bonds to the Issuer;

(d) the total amount in respect of (i) the Redemption Amounts (including any
Cash Rounding Amounts), (ii) the Early Solicitation Fees (if any), (iii) the
Implementation Fees and (iv) the Accrued Interest which would be payable by or
on behalf of the Issuer to the Existing Fixed Rate Bondholders in cash on the
Settlement Date if all of the Existing Fixed Rate Bonds are redeemed pursuant to
the Proposed Amendments and the terms of the Second Supplemental Bond Trust
Deed, not being in excess of the Cash Cap unless modified or waived by the
Issuer and the New Issuer, each in its sole discretion,

and hereby agrees that if any of the four conditions set out above is not
satisfied or (if capable of waiver) waived on or before the expiry of the notice
period specified in the Notice of Redemption, redemption of the Bonds shall not
occur pursuant to such new Condition 5(c)(iii), the Notice of Redemption shall
cease to be of any effect and the Issuer will issue a further announcement via
an RIS and pursuant to the Conditions to the Clearing Systems on the expiry of
the notice period specified in the Notice of Redemption to inform the holders of
the Bonds that the Bonds will not be redeemed in accordance with such new
Condition 5(c)(iii);

(B) (subject to paragraph (F) of this Extraordinary Resolution) authorises and
directs each of the Bond Trustee and the Issuer:

(a) to concur in and execute the Second Supplemental Bond Trust Deed to effect
the modifications to the Conditions referred to in paragraph (A) of this
Extraordinary Resolution in the form of the draft produced to this Meeting and
signed by the Chairman of the Meeting for the purposes of identification, with
such amendments (if any) requested by the Issuer and approved by the Bond
Trustee in its sole discretion or required by the Bond Trustee; and

(b) to concur in, approve, and execute and do all such deeds, instruments, acts
and things as may be necessary in the opinion of the Bond Trustee to carry out
and give effect to this Extraordinary Resolution, the Proposed Amendments and/or
the transactions contemplated by the Proposal Deed (including, without
limitation, to give all directions and/or consents under or in connection with
the Bonds, the Bond Trust Deed, the Conditions, the Notes, the Note Trust Deeds,
the Note Conditions or any other Securitisation Document (each as defined in the
Conditions) or otherwise in respect of the Bonds or the Notes as may be
necessary, desirable or expedient in the opinion of the Bond Trustee);

(C) (subject to paragraph (F) of this Extraordinary Resolution) sanctions and
approves every modification, abrogation, variation or compromise of, or
arrangement in respect of, the rights of the Bondholders (or any of them)
against the Issuer or any of its property or against any other person, whether
such rights shall arise under the Bonds (or any of them), the Bond Trust Deed,
the Conditions, the Notes, the Note Trust Deeds, the Note Conditions or any
other Securitisation Document or otherwise, necessary to give effect to this
Extraordinary Resolution, the Proposed Amendments and/or the transactions
contemplated by the Proposal Deed and assents to every modification, variation
or abrogation of the Bonds, the Bond Trust Deed, the Conditions, the Notes, the
Note Trust Deeds, the Note Conditions or any other Securitisation Documents or
any other document involved in or inherent in or effected by the implementation
of this Extraordinary Resolution, the Proposed Amendments and/or the
transactions contemplated by the Proposal Deed;

(D) (subject to paragraph (F) of this Extraordinary Resolution and without
prejudice to the generality of paragraph (B)(a)above) authorises, directs and
requests the Bond Trustee to take all such action as may be required to release
and discharge the security granted over any and all assets secured in favour of
the Bond Trustee as security directly or indirectly in respect of the Bonds on
and subject to satisfaction of the conditions to redemption referred to in
paragraph (A)(a), (b) and (c) above including, without limitation, at the cost
of the Issuer, executing and delivering to the Issuer such security release
documents as may be reasonably required by the Issuer in connection therewith;

(E) discharges and exonerates the Bond Trustee from any liability in respect of
any act or omission for which it may have become responsible under the Bonds (or
any of them), the Bond Trust Deed or any other Securitisation Document or in
connection with this Extraordinary Resolution, the Consent Solicitation, the
Proposed Amendments and/or the transactions contemplated by the Proposal Deed or
the implementation hereof or thereof;

(F) declares that this Extraordinary Resolution shall be in all respects
conditional on the requisite majority of holders of [the Class A1 Bonds] [the
Class B Bonds] (2) voting in favour of the Extraordinary Resolution to be
proposed at the meeting of such class of holders convened by the Issuer on 12
December 2006 by the same notice as convened this meeting or at any adjournment
thereof (or, where the Issuer has convened a further meeting of any such class
of holders to consider the same or alternative proposals in relation to the
relevant class of Fixed Rate Bonds, the requisite majority of holders of such
class of Fixed Rate Bonds voting in favour of the Extraordinary Resolution
proposed at such further meeting or any adjournment thereof and any conditions
to such Extraordinary Resolution other than any condition equivalent to the
condition set out in this paragraph (F) being satisfied or (if capable of
waiver) waived); and

(G) acknowledges that capitalised terms used in this Extraordinary Resolution
but not otherwise defined have the same meanings as given to them in or pursuant
to the Bond Trust Deed and/or the consent solicitation document published by the
Issuer on 20 November 2006 (the Consent Solicitation Document), unless the
context otherwise requires."

The Issuer has convened the Meeting for the purpose of enabling Bondholders to
consider the proposals set out in the Consent Solicitation Document and, if they
think fit, to pass the Extraordinary Resolution set out above.

The Bond Trustee has not participated in the formulation of the terms of the
Consent Solicitation, the Proposed Amendments, the Consent Solicitation
Document, the Proposal Deed or the Extraordinary Resolutions and, in accordance
with normal practice, expresses no view on their merits, and nothing in this
notice or the Consent Solicitation Document should be construed as a
recommendation to Bondholders from the Bond Trustee to vote in favour of, or
against, the Extraordinary Resolutions. Bondholders should take their own
independent financial advice on the merits and on the consequences of voting in
favour of, or against, the applicable Extraordinary Resolution, including any
tax consequences.

However, on the basis of the information contained in this Notice and the
Consent Solicitation Document, the Bond Trustee has stated that the Bond Trustee
has no objection to the Extraordinary Resolutions being put to the Meetings of
the Bondholders for their consideration.

The Proposals have been considered by a special committee of the Association of
British Insurers (the ABI). The members of the special committee of the ABI have
examined the Proposals. They have informed the Issuer that they find the
Proposals acceptable, that they intend to vote in favour of the Extraordinary
Resolutions in respect of their holdings and that they will be inviting other
ABI members to consider a similar course of action. The overall scope of the
Proposals indicates the need for each Bondholder to undertake its own detailed
assessment of the new arrangements. The special committee of the ABI holds, in
aggregate principal amount, 43 per cent. of the Existing Fixed Rate Bonds.

An electronic copy of the Consent Solicitation Document will be available to
Bondholders via the Clearing Systems upon request by electronic transmission and
hard copies of the Consent Solicitation Document will be available for
collection by Bondholders at the specified offices of the Principal Paying
Agent, as set out below, on and after the date of this Notice during normal
business hours on any weekday (Saturdays, Sundays and public holidays excepted)
up to and including the London business day prior to the date of the Meeting and
at the Meeting and for 15 minutes prior to the Meeting. A Bondholder will be
required to produce evidence satisfactory to the Principal Paying Agent of its
holding or beneficial interest in the Existing Fixed Rate Bonds before being
permitted to collect a copy of the Consent Solicitation Document.

Copies of (i) the Bond Trust Deed (including the First Supplemental Bond Trust
Deed) and this Notice; (ii) the current draft of the Second Supplemental Bond
Trust Deed referred to in paragraph (B)(a) of the Extraordinary Resolution and
(iii) the current drafts of the documents listed in paragraph 15(d) of the
General Information section of the Preliminary Offering Circular attached as
Annex D - Preliminary Offering Circular to the Consent Solicitation Document
will be available for inspection by Bondholders at the specified offices of the
Principal Paying Agent, as set out below, on and from the date of this Notice
during normal business hours on any weekday (Saturdays, Sundays and public
holidays excepted) up to and including the Expiration Deadline and at the
Meeting and for 15 minutes prior to the Meeting. Any revised drafts of the
documents described in (ii) and (iii) above made available as described above
and marked to indicate changes to the draft made available on the date of this
Notice will supersede the previous draft of such document and Bondholders will
be deemed to have notice of any changes contained therein. A Bondholder will be
required to produce evidence satisfactory to the Principal Paying Agent of its
holding or beneficial interest in the Existing Fixed Rate Bonds before being
permitted to inspect the documents described in (i), (ii) and (iii) above or any
drafts which supersede the documents described in (ii) and (iii) above.

The attention of Bondholders is drawn, in particular, to the quorum required for
the Meeting and for any adjourned Meeting which is set out in paragraph 6 of
Voting and Quorum below. Having regard to such requirements, Bondholders are
strongly urged either to attend the Meeting or to take steps to be represented
at the Meeting, as referred to below, as soon as possible.

Voting and Quorum

Bondholders who have submitted and not revoked valid Instructions appointing the
Principal Paying Agent as their proxy to vote in respect of the Extraordinary
Resolution to be proposed at the Meeting need take no further action to be
represented at the Meeting. Bondholders who have not submitted or have submitted
and subsequently revoked voting instructions contained in an Instruction should
take note of the provisions set out below detailing how such Bondholders can
attend or take steps to be represented at the Meeting.

Bondholders who wish to vote must do so in accordance with the procedures of
Euroclear or Clearstream, Luxembourg. Bondholders should note that they must
allow sufficient time for compliance with the standard operating procedures of
Euroclear and Clearstream, Luxembourg in order to ensure delivery of their
voting instructions to the Principal Paying Agent in accordance with the
time-frame set out in this Notice.

A beneficial owner of Bonds held through a broker, dealer, commercial bank,
custodian, trust company, nominee or Accountholder (as defined below) must
provide appropriate instructions to such person in order to cause voting
instructions to be delivered with respect to such Bonds. Beneficial owners of
Bonds are urged to contact any such person promptly to ensure timely delivery of
such voting instructions.

If voting instructions are not received from or on behalf of a Bondholder by
Euroclear or Clearstream, Luxembourg (and such Bondholder does not otherwise
make arrangements to vote at the Meeting or to attend in person), such
Bondholder will be deemed to have declined to vote in respect of the
Extraordinary Resolution.

1. Bondholder attendance: A Bondholder or its proxy (other than the Principal
Paying Agent) wishing to attend and vote at the Meeting in person must produce
at such Meeting a valid voting certificate or valid voting certificates issued
by the Principal Paying Agent relating to the Bond(s) in respect of which he or
she wishes to vote, together with proof of identity (driving license or
passport).

2. Appointment of Proxies: A Bondholder not wishing to attend and vote at the
Meeting in person may instruct the Principal Paying Agent to act as its proxy
and vote at the Meeting or appoint any other proxy or representative to vote at
the Meeting. In the case of the appointment of a proxy other than the Principal
Paying Agent, the Principal Paying Agent will issue a voting certificate or
certificates in accordance with the voting instructions via the Clearing
Systems. A passport or driving license number should be provided in the voting
instructions and originals will be required as proof of identity at the meeting.

Voting instructions may be delivered only by or through direct accountholders
with Euroclear or Clearstream, Luxembourg (each, an Accountholder). In order to
obtain a voting certificate or to give voting instructions to the Principal
Paying Agent in respect of a Meeting (or any adjourned Meeting, as the case may
be), an Accountholder must procure delivery of an electronic voting instruction,
in accordance with the procedures of Euroclear or Clearstream, Luxembourg, to
the Principal Paying Agent.

Beneficial owners who are not Accountholders must arrange through their broker,
dealer, bank, custodian, trust company or other nominee to contact the
Accountholder through which they hold their Bond(s) in order to procure delivery
of their voting instructions via Euroclear or Clearstream, Luxembourg to the
Principal Paying Agent.

Voting Certificates, Voting Instructions and Eligibility Certificates: The Bonds
may, not less than 48 hours prior to the time fixed for the Meeting or any
adjourned Meeting (or any later time as provided in the Consent Solicitation
Document), be held to the order or under the control of the Principal Paying
Agent (to its satisfaction) for the purpose of:

obtaining voting certificates from the Principal Paying Agent; or

the Principal 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 voting 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 (in the case of
voting instructions contained in a valid Instruction delivered on or before the
Early Solicitation Deadline) after the Revocation Deadline or (in all other
cases) after the Expiration Deadline, in accordance with the procedures of
Euroclear and/or Clearstream, Luxembourg, to the Principal Paying Agent, to
enable such Principal Paying Agent to complete the block voting instruction.

In addition, the Bonds may also be held to the order or under the control of the
Principal Paying Agent (to its satisfaction) in the case of Bondholders who do
not give voting instructions by delivery of an Instruction on or prior to the
Expiration Deadline but who submit an Eligibility Certificate (in the same way
as for a voting instruction) in which such Bondholder agrees that his Bonds will
be blocked in the relevant Clearing System with effect from and including the
date on which such Eligibility Certificate is received by the relevant Clearing
System.

Bonds so held to the order of or under the control of the Principal Paying Agent
will not be released:

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

(within the time limit specified by the relevant Clearing System) the surrender
of the certificate to the Principal Paying Agent and notification by the
Principal Paying Agent to the relevant Clearing System of such surrender or the
compliance in such other manner with the rules of the relevant Clearing System;

the date on which the Consent Solicitation is terminated or withdrawn; and

the Settlement Date (in the case of Existing Fixed Rate Bondholders who have
delivered valid Eligibility Certificates via the relevant Clearing System to the
Principal Paying Agent following the conclusion of the Meetings and on or prior
to the Eligibility Deadline) and the conclusion of the meeting (in all other
cases).

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:

the day the voting instruction is validly revoked by a Bondholder in accordance
with the Bond Trust Deed (but subject in the case of voting instructions
contained in a valid Instruction, as provided in the Consent Solicitation
Document) and the Bonds ceasing in accordance with the procedures of the
relevant Clearing System and with the agreement of the Principal Paying Agent to
be held to its order or under its control and the giving of notice by the
Principal 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 to be no later than
48 hours before the time appointed for holding the relevant Meeting or adjourned
Meeting (or any later time as provided in the Consent Solicitation Document);

the date on which the Consent Solicitation is terminated or withdrawn; and

the Settlement Date (in the case of all Existing Fixed Rate Bondholders who have
delivered a valid Instruction via the relevant Clearing System to the Principal
Paying Agent on or prior to the Expiration Deadline) and the conclusion of the
Meeting (in all other cases).

Eligibility Certificates: in the case of Bonds in respect of which an
Eligibility Certificate has been issued until the first to occur of:

the date on which the Consent Solicitation is terminated or withdrawn; and

the Settlement Date.

For the purposes of this Notice, 48 hours shall mean a period of 48 hours
including all or part of two days upon which banks are open for business in
London (disregarding for this purpose the day upon which the relevant Meeting is
to be held) and such period shall be extended by one or, to the extent
necessary, more periods of 24 hours until there is included as aforesaid all or
part of two days upon which banks are open for business as aforesaid.For the
purposes of this Notice, 24 hours shall mean a period of 24 hours including all
or part of a day upon which banks are open for business in London (disregarding
for this purpose the day upon which the relevant Meeting is to be held) and such
period shall be extended by one or, to the extent necessary, more periods of 24
hours until there is included as aforesaid all or part of a day upon which banks
are open for business as aforesaid.

Revocation of Instructions: Voting instructions may be revoked in the manner set
out below (in the case of voting instructions contained in an Instruction
delivered on or prior to the Early Solicitation Deadline) on or prior to the
Revocation Deadline and (in all other cases) on or prior to the Expiration
Deadline (which in the case of instructions delivered other than pursuant to an
Instruction shall be at any time not later than 48 hours prior to the time for
which the Meeting or any adjourned Meeting is convened) in each case in
accordance with the procedures of Euroclear and/or Clearstream, Luxembourg. Any
voting instructions not so revoked will continue in force in respect of the
Meeting and any adjourned Meeting, as the case may be.

To be effective, any notice of revocation must indicate the relevant voting
instructions to be revoked and must be received via Euroclear or Clearstream,
Luxembourg (as the case may be) in the same manner as the original voting
instructions were given (in order that Euroclear or Clearstream, Luxembourg may
have sufficient time to communicate such revocation to the Principal Paying
Agent in accordance with the time frame set out in paragraph 3.2 of this
Notice).

Bondholders holding their Bonds through Euroclear or Clearstream, Luxembourg who
are not direct Accountholders must arrange either directly or through their
broker, dealer, commercial bank, trust company or other nominee to contact the
Accountholder through which they hold the Bonds to deliver notice of such
revocation to Euroclear or Clearstream, Luxembourg, as the case may be, in
accordance with the time frame set out in paragraph 3.2 of this Notice. Such
Bondholders should give such directions to their broker, dealer, commercial
bank, trust company or other nominee sufficiently in advance to ensure receipt
by Euroclear or Clearstream, Luxembourg, as the case may be, of any such notice
of revocation within the time frame set out in paragraph 3.2 of this Notice.In
the event of a revocation of voting instructions, the Principal Paying Agent so
far as practicable shall take such steps to rescind the blocking of the account
in which the relevant Bonds are held in accordance with the procedures of
Euroclear or Clearstream, Luxembourg, as the case may be.Revoked voting
instructions may be given again prior to 48 hours prior to the time fixed for
the Meeting or any adjourned Meeting (or any later time as provided in the
Consent Solicitation Document), by following the procedures described above or
delivering a valid Instruction. Any such voting instructions will be regarded as
new voting instructions subject to such procedures.

Interpretation: Unless waived by the Issuer, any defects or irregularities in
connection with giving of voting instructions must be cured in time for the
relevant Meeting in accordance with the rules and procedures of the relevant
Clearing System. None of the Issuer, the Principal Paying Agent nor any other
person will be under any duty to give notification of any defects or
irregularities in such voting instructions nor will such entities incur any
liability for failure to give such notification. Such voting instructions will
not be deemed to have been delivered until such defects or irregularities have
been cured or waived.

The Issuer's interpretation of the terms and conditions of the Consent
Solicitation shall be final and binding. No alternative, conditional or
contingent giving of voting instructions or delivery of an Instruction will be
accepted as participation in the Consent Solicitation.

All questions as to the validity, form and eligibility (including timing of
receipt) in relation to Instructions and Eligibility Certificates will be
determined by the Issuer in its sole discretion, which determination shall be
conclusive and binding. The Issuer reserves the right to reject any Instruction
or Eligibility Certificate that is not in proper form or the acceptance of which
could, in the opinion of the Issuer or its counsel, be unlawful. The Issuer also
reserves the right to waive any and all defects or irregularities in connection
with deliveries of any particular Instruction or Eligibility Certificate,
including, without limitation, with respect to the timing of delivery of such
Instruction or Eligibility Certificate, whether or not similar defects or
irregularities are waived in respect of other Instructions or Eligibility
Certificates.

Quorum Requirements: The quorum required at the Meeting shall be two or more
people present holding voting certificates or being proxies and holding or
representing in the aggregate not less than three-quarters of the Principal
Amount Outstanding (as defined in the Bond Trust Deed) of the Bonds for the time
being outstanding. At any adjourned Meeting, the quorum required shall be two or
more people present holding voting certificates or being proxies and holding or
representing in the aggregate not less than one-third of the Principal Amount
Outstanding of the Bonds for the time being outstanding.

Adjournment: If within fifteen minutes after the time appointed for any 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 to such place as may be
appointed by the Chairman and approved by the Bond Trustee.

Voting by Show of Hands or Poll: Every question submitted to each Meeting shall
be decided in the first instance by a show of hands. A poll may then be demanded
by the Chairman or by the Issuer or by the Bond Trustee or by two or more
persons present holding voting certificates or being proxies holding or
representing in the aggregate not less than one-fiftieth part of the Principal
Amount Outstanding of the Bonds for the time being outstanding. In the case of
equality of votes, the 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, a holder of a voting certificate and/or as a proxy.

Representation of Vote: On a show of hands every person who is present in person
and produces a voting certificate or is a proxy shall have one vote. On a poll
every person who is so present shall have one vote in respect of each £5,000 (or
such lesser amount as shall equal the Principal Amount Outstanding of a Bond)
equal to the Principal Amount Outstanding of a Bond in respect of which such
person produces a voting certificate or is a proxy.

Voting Majority Requirements: To be passed at the relevant Meeting, the
Extraordinary Resolution requires a majority consisting of not less than
three-quarters of the votes cast thereon. If passed, and the Extraordinary
Resolution becomes unconditional in accordance with its terms, the Extraordinary
Resolution shall be binding upon all Bondholders, whether present or not present
at the Meeting at which it is passed and whether or not voting and upon all
Couponholders (as defined in the Bond Trust Deed) of the same class.

This Notice is given by Meadowhall CMR Finance plc.

Bondholders should contact the following parties for further information:

REGISTERED OFFICE OF THE ISSUER
  Meadowhall CMR Finance plc
         Phoenix House
    18 King William Street
        London EC4N 7HE

    Euroclear Custody Operations Department                 Clearstream, Luxembourg
         Tel: (Brussels) [phone]                 Corporate Action (CIE) Department
               Fax: [phone]                      Tel: (Luxembourg) [phone]
                                                             Fax: [phone]

             PRINCIPAL PAYING AGENT                           ADMINISTRATIVE AGENT

           JP Morgan Chase Bank, N.A.                         The Bank of New York
      Trinity Tower, 9 Thomas More Street                      One Canada Square
                 London E1W 1YT                                  London E14 5AL
            Attention: Paying Agent                                 Contact:
                    Contact:                       Sarah Taylor: Phone: [phone]
   Sarah Taylor: Phone: [phone]           Email: [e-mail]
       Email: [e-mail]

                          SOLICITATION AGENTS
              Morgan Stanley & Co. International Limited
                            25 Cabot Square
                             Canary Wharf
                            London E14 4QA
                               Contact:
               Christopher Rees: Phone: [phone]
          Email: [e-mail]

                    The Royal Bank of Scotland plc
                            135 Bishopsgate
                            London EC2M 3UR
                               Contact:
 Andrew Burton: Phone: [phone]; Email: [e-mail]

                              UBS Limited
                           1 Finsbury Avenue
                            London EC2M 2PP
                               Contact:
  Duane Hebert: Phone: [phone]; Email: [e-mail]

THIS DOCUMENT HAS BEEN APPROVED BY THE SOLICITATION AGENTS FOR THE PURPOSES OF
SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000. THE SOLICITATION
AGENTS ARE AUTHORISED AND REGULATED BY THE FINANCIAL SERVICES AUTHORITY.

THIS DOCUMENT CONSTITUTES AN ADVERTISEMENT FOR THE PURPOSES OF THE PROSPECTUS
RULES.

A PROSPECTUS RELATING TO THE NEW FIXED RATE BONDS REFERRED TO ABOVE AND CERTAIN
OTHER FLOATING RATE BONDS OF THE NEW ISSUER IS EXPECTED TO BE PUBLISHED ON OR
AFTER THE PRICING RELATING TO SUCH NEW FIXED RATE BONDS.

WHEN AVAILABLE, THE FINAL PROSPECTUS WILL BE MADE AVAILABLE TO THE PUBLIC IN
ACCORDANCE WITH EU DIRECTIVE 2003/71/EC AND PART VI OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 AND INVESTORS MAY OBTAIN A COPY FROM THE LINK SET OUT IN
THE RNS ANNOUNCEMENT WHICH CORRESPONDS WITH THE NEW ISSUER'S INFORMATION PAGE ON
THAT WEBSITE OF THE LONDON STOCK EXCHANGE. INVESTORS SHOULD NOT SUBSCRIBE FOR
ANY BONDS EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS.

                             Date: 20 November 2006

(1) As applicable.

(2) As applicable.