Housing Association Funding Plc - Notice to Noteholders

THIS NOTICE IS A REPLACEMENT OF THE NOTICE DATED 7 FEBRUARY 2022 WITH THE
HEADLINE “Notice to Noteholders”.

THE PREPAYMENT AMOUNTS HAVE BEEN UPDATED FOR ACCURACY.

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION
OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE
ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN
FINANCIAL, LEGAL OR OTHER PROFESSIONAL ADVICE, INCLUDING AS TO
ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR STOCKBROKER,
SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, LEGAL
OR OTHER PROFESSIONAL ADVISER

If you have recently sold or otherwise transferred your entire holding(s) of the Notes
referred to below, you should immediately forward this document to the purchaser or
transferee or to the broker, bank or other agent through whom the sale or transfer was
effected for transmission to the purchaser or transferee.

NOTICE TO NOTEHOLDERS

To the holders of the £192,270,000 8.25 per cent. Secured Loan-Backed Notes due June 2027
ISIN: XS0073407537
(the “Notes”)
issued by Housing Association Funding PLC
(the “Issuer”)

Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 (Market Abuse Regulation) requires disclosure by or on behalf of the Issuer of any inside information concerning the Issuer.

Capitalised terms used but not otherwise defined herein shall have the meanings ascribed to them in the master schedule of definitions, interpretation and construction clauses dated 23 January 1997, as amended and restated on 30 January 1998, as amended and restated on 23 December 1999, as amended and restated on 29 June 2005, as amended and restated on 7 December 2009, as amended and restated on 11 February 2010 and as further amended and restated on 31 January 2017.

Please disregard the notice dated 7 February 2022 as the amounts of the prepayment were not correctly reflected. Please regard this notice as the accurate notice on all matters contained herein.

The Issuer also wishes to inform Noteholders of the further information regarding the future amortisation of the Notes within this notice.

Partial Redemption occurring on the December 2021 IPD

We refer to the notice of the Issuer dated 6 December 2021 in which the Issuer informed Noteholders that it received funds from A2 Dominion South Limited (formerly known as Airways Housing Society Limited) (“A2 Dominion South Limited”) in relation to the prepayment of its loan.

Pursuant to the Supplemental Trust Deed, the amount of the prepayment was, as is required, applied to redeem the Notes and pay Noteholders on the Interest Payment Date (as defined in the Trust Deed) falling in December 2021 (the “December 2021 IPD”) in accordance with the terms of the Transaction Documents as follows (the “December 2021 Redemption”):

• £211,302.59 was applied as standard amortisation;
•  £131,911.41 was applied as interest;
•  £2,986,549.79 was applied to redeem the Notes;
•  £709,417.35 was applied in payment of the Prepayment Premium; and
•  £46,544.32 was or will be applied in repayment of outstanding fees, costs and expenses incurred by the transaction parties.

As a result of the corrected prepayment amounts in relation to the December 2021 Redemption as set out above, the following amounts will be paid to Noteholders on the next Interest Payment Date:

•  £44,601.11 additional interest payment; and
• £152,138.35 to correct the Premium Payment.

The Issuer wishes to inform Noteholders following the December 2021 Redemption, that the column headed “Principal Amount to be redeemed per £100” and the column headed “Principal Amount Outstanding Per £100 After Redemption”, in each case set out under the heading Mandatory Amortising Redemption at Condition 5(b) of the Notes shall be adjusted pursuant Condition 5(b) of the Notes. The figures in the column headed Principal Amount to be Redeemed per £100 shall be replaced with the figures in the column headed “New Principal to be Redeemed per £100” and the figures in the column headed and the column headed “Principal Amount Outstanding Per £100 After Redemption” shall be
replaced with the figures in the column headed “New Principal Amount Outstanding per £100 after redemption”, in each case, as set out below:

Interest Payment Date	Previous Principal to be redeemed per £100	New Principal to be redeemed per £100	Previous Principal Amount Outstanding per £100 after redemption	New Principal Amount Outstanding per £100 after redemption
7 December 2021	1.89275194	2.79116361	26.75214647	15.94250164%
7 June 2022	1.97082796	1.17448250	24.78131851	14.76801914%
7 December 2022	2.05212462	1.22292991	22.72919389	13.54508923%
7 June 2023	2.13677475	1.27337577	20.59241914	12.27171346%
7 December 2023	2.22491672	1.32590252	18.36750242	10.94581094%
7 June 2024	2.31669453	1.38059600	16.05080789	9.56521494%
7 December 2024	2.41225818	1.43754558	13.63854972	8.12766936%
7 June 2025	2.51176383	1.49684434	11.12678589	6.63082503%
7 December 2025	2.61537409	1.55858917	8.51141180	5.07223586%
7 June 2026	2.72325827	1.62288097	5.78815354	3.44935489%
7 December 2026	2.83559267	1.68982481	2.95256087	1.75953008%
7 June 2027	2.95256087	1.75953008	0.00000000	0.00000000%

Queries may be addressed to the Issuer as follows:

Housing Association Funding PLC:

Address: Bastion House, 6th Floor, 140 London Wall, London, England, EC2Y 5DN

Attention: The Directors

Telephone: [phone]

Email: [e-mail]

HOUSING ASSOCIATION FUNDING PLC
27 May 2022

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