FINANCE FOR RESIDENTIAL SOCIAL HOUSING PLC - Notice to Noteholders

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF

SENIOR NOTEHOLDERS. IF SENIOR NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION

THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE,

INCLUDING AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR STOCKBROKER,

SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER.

NOTICE OF RESULTS OF ADJOURNED MEETING TO THE HOLDERS OF THE OUTSTANDING

Series 1 Class A1 Asset Backed 8.369 Per Cent. Premium Yield Notes due 2058
(ISIN: USG34346AA77; Common Code: 7518471)

(the "Series 1 Class A1 Notes")

Series 1 Class A2 Asset Backed 8.569 Per Cent. Premium Yield Notes due 2058
(ISIN: USG34346AB50; Common Code: 7518498)

(the "Series 1 Class A2 Notes")

Series 2 Class A Asset Backed Variable Rate Notes due 2058
(ISIN USG34346AE99; Common Code 7518536)

(the "Series 2 Class A Notes")

issued by
FINANCE FOR RESIDENTIAL SOCIAL HOUSING PLC

(the "Issuer")

On 26 March 1997

The Series 1 Class A1 Notes, Series 1 Class A2 Notes and Series 2 Class A Notes are each a "Class" of Notes and together referred to as the "Senior Notes".

Capitalised terms used but not otherwise defined in this Notice shall have the meanings set out in the trust deed (the "Trust Deed") dated 26 March 1997 (as amended from time to time) and entered into between the Issuer and Royal Exchange Trust Company Limited as trustee (such role now being performed by Capita Trust Company Limited under power of attorney) (the "Trustee") and the bank agreement (the "Bank Agreement") dated 26 March 1997 (as amended from time to time) and entered into between the Issuer, The Royal Bank of Scotland plc ("RBS") (formerly National Westminster Bank plc) (the "Account Bank" and the "Administrator") and the Trustee and the notices to the holders of the Senior Notes (the "Senior Noteholders") dated 14 April 2016 and 6 May 2016.

NOTICE IS HEREBY GIVEN to the Senior Noteholders that at an adjourned meeting of the Senior Noteholders of the Series 2 Class A Notes (the "Adjourned Noteholders' Meeting") convened by the notice to Senior Noteholders dated 6 May 2016 and held on 11 May 2016 at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT:

1. the required quorum was achieved for the Adjourned Noteholders' Meeting for the Series 2 Class A Notes; and

2. the Extraordinary Resolution was duly passed by the holders of the Series 2 Class A Notes.

Further to our notice to the Senior Noteholders dated 6 May, as the Extraordinary Resolution was also duly passed at the Noteholders' Meetings by the by the holders of the Series 1 Class A1 Notes and the Series 1 Class A2 Notes, the Extraordinary Resolution has been duly passed by all the Senior Noteholders.   

The Extraordinary Resolution passed by the Senior Noteholders shall also be binding on the Mezzanine Noteholders and the Series 3 Noteholders. 

It is expected that the Documents implementing the RBS Proposal will be executed by the relevant parties on or about 11 May 2016.

Principal Paying Agent

Citibank, N.A., London Branch
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB

Tel: [phone]
Email: [e-mail]

Trustee

Capita Trust Company Limited
4th Floor
40 Dukes Place
London
EC3A 7NH

Fax: [phone]
Email: [e-mail]

Account Bank and Administrator

The Royal Bank of Scotland
280 Bishopsgate
London
EC2M 4AA

Tel: [phone]
Email:  [e-mail]
Attention:  Liability Management

Issuer

Finance for Residential Social Housing plc
4th Floor
40 Dukes Place
London
EC3A 7NH

Fax: [phone]
Email: [e-mail]

Dated 11 May 2016

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