Notice to Noteholders

Millshaw Sams No.1 Ld

23 October 2023

THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES (AS DEFINED BELOW). IF APPLICABLE, ALL DEPOSITARIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO PASS THIS NOTICE TO SUCH BENEFICIAL OWNERS IN A TIMELY MANNER.

If you are in any doubt as to the action you should take, you are recommended to seek your own financial, tax and legal advice immediately from your stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (if you are in the United Kingdom), or from another appropriately authorised independent financial, tax or legal adviser and such other professional advice from your own professional advisers as you deem necessary.

This Notice is addressed only to holders of the Notes (as defined below) and persons to whom it may otherwise be lawful to distribute it ("relevant persons"). It is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Notice relates is available only to relevant persons and will be engaged in only with relevant persons.

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

THIS NOTICE DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE, EXCHANGE OR SUBSCRIPTION OF, OR A SOLICITATION OF ANY OFFER TO BUY, EXCHANGE OR SUBSCRIBE FOR, ANY SECURITIES OF THE ISSUER OR ANY OTHER ENTITY IN ANY JURISDICTION.

MILLSHAW SAMS NO.1 LIMITED

26 New Street

St. Helier

Jersey JE2 3RA

(the "Issuer")

NOTICE

to holders of the following notes of the Issuer

presently outstanding

£97,840,000 SAM Notes

due 2054

(the "Noteholders" and the "Notes", respectively)

Capitalised terms used herein and not otherwise defined shall have the meanings ascribed to them in the Deed of Master Definitions dated 25 March 1999 (as amended and/or supplemented from time to time, the "Deed of Master Definitions") and in the Trust Deed constituting the Notes dated 25 March 1999 (as amended and/or supplemented from time to time, the "Trust Deed").

NOTICE IS HEREBY GIVEN that, pursuant to the provisions of the First Schedule (Provisions for Meetings of Noteholders) to the Trust Deed, the following meeting of the Noteholders (the "Meeting"), convened by the Issuer, will be held at 11:00 a.m. on 14 November 2023 at the offices of Ocorian (20 Fenchurch St, London EC3M 3BY), for the purpose of considering and, if thought fit, passing a resolution which will be proposed as an Extraordinary Resolution in accordance with the provisions of the Trust Deed.

GENERAL

The purpose of the Meeting is for the Noteholders to consider, and if thought fit approve, certain amendments to the Trust Deed (the "Amendments"), including, without limitation, amendments to the First Schedule (Provisions for Meetings of Noteholders) to the Trust Deed (the "Meetings Schedule") and deemed amendments to the terms and conditions of the Notes (each a "Condition", and together the "Conditions"), in order to permit the passing of Extraordinary Resolutions by means of a Written Resolution (as defined below), and the giving of an Electronic Consent (as defined below), whether in respect of a resolution or an Extraordinary Resolution, and thereby simplifying the process by which Noteholder decisions may be made or consents given. The Amendments also include amendments to the Trust Deed and to the powers of the Noteholders exercisable by way of Extraordinary Resolution. The Amendments are further described below.

The effect of the Amendments, if passed, would be, among other things, that a Written Resolution (as defined below) may be passed with the consent of Noteholders of not less than 75 per cent. of Principal Amount Outstanding of the Notes then outstanding and without the remaining Noteholders receiving prior notice of such Written Resolution.

In accordance with the usual practice, Apex Corporate Trustees (UK) Limited (the "Trustee") expresses no opinion as to the merits of the proposed Extraordinary Resolution and no views on whether Noteholders would be acting in their best interests in voting for or against the Extraordinary Resolution. The Trustee has not verified any of the statements made or information contained in this Notice. It has, however, authorised it to be stated that, on the basis of the information contained in this Notice, it has no objection to the Extraordinary Resolution being submitted to the Noteholders for their consideration. The Trustee recommends that Noteholders take their own advice on the merits of the Extraordinary Resolution and the consequences of voting in favour of, or against, the Extraordinary Resolution.

The attention of Noteholders is particularly drawn to the quorum required for the Meeting which is set out in the section headed "Voting and Quorum" below, and to the Issuer's understanding, indicated in that same section, that Noteholders holding or representing in aggregate at least 75 per cent. of the Principal Amount Outstanding of the Notes have formed an ad hoc committee and intend to attend the Meeting and approve the Extraordinary Resolution set out herein. Noteholders 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.

THE AMENDMENTS

The current position

Extraordinary Resolutions may only be passed at a physical meeting of the Noteholders duly convened and held in accordance with the provisions of the Trust Deed by a majority consisting of not less than 75 per cent. of the persons voting thereat upon a show of hands or if a poll be duly demanded, then by a majority consisting of not less than 75 per cent. of the votes given on such poll.

The powers of the Noteholders exercisable by way of Extraordinary Resolutions include a power to assent to any modification of the provisions contained in the Trust Deed, the Notes or any Transaction Document which is proposed by the Issuer or the Trustee, but no express power for the Noteholders, or any of them, themselves to propose modifications to the Trust Deed, the Notes or any Transaction Document, or to propose any compromise or arrangement with the Issuer or with respect to the rights of the Noteholders, or to require the Issuer or the Trustee (as applicable) to obtain the prior approval from the Noteholders (acting by Extraordinary Resolution) with respect to any dealings with the assets and undertaking of the Issuer, including in the context of any settlement, compromise or arrangement relating to or affecting the Issuer's assets or undertaking, which, in each case, has arisen in the context of actual or threatened litigation against the Issuer by more than one Borrower (a "Claim Settlement"). The powers of the Noteholders also include a power to remove the Trustee at any time, for cause.

The proposed Amendments and their effect

The proposed Amendments include, without limitation, amendments to the Meetings Schedule and deemed amendments to the Conditions in order to permit the passing of Extraordinary Resolutions by means of a Written Resolution, and the giving of an Electronic Consent, whether in respect of a resolution or an Extraordinary Resolution.

The proposed Amendments also include:

(a) amendments to the Trust Deed for the benefit of the Trustee in light of the proposed ability to pass Extraordinary Resolutions other than at a physical meeting of the Noteholders duly convened and held in accordance with the provisions of the Trust Deed;

(b) amendments to the Trust Deed (i) to require the Issuer to obtain the prior written consent of the Noteholders, acting by Extraordinary Resolution, to any request or proposal (irrespective of the person making such request or proposal) to transfer, sell, lend, part with or otherwise dispose of or deal with any of the Issuer's assets or undertaking or any interest, estate, right, title or benefit therein, or to grant any option or present or future right to acquire any of its assets or undertaking or any interest, estate, right, title or benefit therein (including, without limitation, any request or proposal that the Issuer should agree or give its consent to any Claim Settlement) save to the extent permitted by the Trust Deed or the Transaction Documents, and (ii) to require the Issuer, upon request, to promptly provide evidence to the Trustee that it has obtained such consent;

(c) amendments to the Trust Deed so that if the Trustee is requested to provide its consent to any matters which are the subject of the Issuer's obligations described under paragraph (b)(i) above, the Trustee may rely (without liability to any person and without further enquiry) on the evidence provided to it by the Issuer (described under paragraph (b)(ii) above) that the Noteholders have provided their consent, acting by Extraordinary Resolution; and

(d) amendments to the Trust Deed and the Conditions to include power for the Noteholders, exercisable by Extraordinary Resolution:

(i) to propose and/or sanction any compromise or arrangement between the Issuer and the Noteholders;

(ii) to propose and/or sanction any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the Noteholders against the Issuer or against any of their property, whether such rights or property arise under the Trust Deed, the Notes, the Transaction Documents or otherwise;

(iii) to propose and/or sanction any compromise or arrangement between the Issuer and any other person (other than (X) a proposal which falls within paragraph (iv) immediately below, and (Y) a proposal by a Borrower which falls within paragraph (v) below) which compromise or arrangement has arisen in the context of a Claim Settlement and affects or (in the case of any proposal by any Noteholders, in the written opinion of the Noteholders making any such proposal) is reasonably likely to affect the property, rights or assets of the Noteholders; and to require that the Issuer obtain the prior written consent of the Noteholders, acting by Extraordinary Resolution, to the giving of any consent or waiver required to be obtained from the Issuer by any person, whether under the Trust Deed, the Notes, the Transaction Documents or otherwise, which consent or waiver affects or (in the written opinion of two or more holders of at least 75 per cent. of the Principal Amount Outstanding of the Notes then outstanding, as evidenced to the Issuer) is reasonably likely to affect the property, rights or assets of the Noteholders;

(iv) to consent to, and/or require the consent of the Noteholders, acting by Extraordinary Resolution, to, any request or proposal (irrespective of the person making such request or proposal), other than a request or proposal which falls within paragraph (v) immediately below, to transfer, sell, lend, part with or otherwise dispose of or deal with (including, without limitation, any request or proposal that the Issuer should agree or give its consent to any settlement of any claim or any compromise or arrangement with respect to or affecting) any of the Issuer's assets or undertaking or any interest, estate, right, title or benefit therein, or to grant any option or present or future right to acquire any of its assets or undertaking or any interest, estate, right, title or benefit therein, save to the extent permitted by the Trust Deed or the Transaction Documents;

(v) to specify terms on which the Issuer may agree to any proposal made by or on behalf of a Borrower or Borrowers arising in the context of a Claim Settlement to redeem all amounts owing by that Borrower or those Borrowers to the Issuer under the applicable Offers, Mortgage Deeds and ancillary documents for an amount lower than the sum of the applicable Loan Amount and Shared Appreciation Amount, and to require that the consent of the Noteholders, acting by Extraordinary Resolution, be obtained before the Issuer agrees to any such proposal from a Borrower or Borrowers which falls outside the terms specified in any Extraordinary Resolution passed pursuant to this paragraph (v) and which remains in force as at the date of any such proposal;

(vi) to propose any modification, variation or amendment, or modifications, variations or amendments, of or to any of the provisions contained in the Trust Deed, the Notes and any of the Transaction Documents, or in any other agreement, deed or document entered into by the Issuer and/or the Trustee in connection with the Trust Deed, the Notes or any Transaction Document, and power to direct, request, empower and authorise the Issuer and/or the Trustee (as applicable to any such proposal) to consent to, concur in and execute all such documents necessary to give effect to any such proposal and any Extraordinary Resolution and to take all steps necessary, desirable or expedient to carry out or give effect to any such proposal or Extraordinary Resolution;

(vii) to direct, request, empower and authorise the Issuer and the Trustee to waive any requirement, restriction or condition precedent as set forth in the Trust Deed, the Notes or the Transaction Documents, in order to give effect to any Extraordinary Resolution;

(viii) to discharge and exonerate the Trustee from all liabilities for which it may be or become responsible under the Trust Deed, the Notes or the Transaction Documents in respect of any act or omission for which it may otherwise become responsible, or in respect of any requirement, restriction or condition precedent set forth in the Trust Deed, the Notes or the Transaction Documents, in each case arising in connection with or as a consequence of any Extraordinary Resolution or the implementation of any Extraordinary Resolution;

(ix) to remove the Trustee (whether in its capacity as note trustee under the Trust Deed, security trustee under the Deed of Charge, or both), without cause, and to approve the appointment of a replacement Trustee; and

(x) to amend the proviso to the powers of the meeting (which is the mechanism by which a higher quorum requirement applies to Noteholder meetings where the subject matter of an Extraordinary Resolution includes, in relation to the Notes, any Basic Terms Modification (as defined in Clause 6(B) of the Meetings Schedule)) to remove the requirement for the Trustee to form an opinion that the relevant modification or alteration is being proposed by the Issuer as a result of, or in order to avoid, an Event of Default.

The effects of the Amendments include, amongst other things, that:

· a Written Resolution may be passed with the consent of Noteholders of not less than 75 per cent. of the Principal Amount Outstanding of the Notes then outstanding either:

o if instigated by two or more holders of not less than 75 per cent. of the Principal Amount Outstanding of the Notes then outstanding, without the remaining Noteholders receiving prior notice of such Written Resolution; or

o if instigated by the Issuer or the Trustee, having first agreed the terms of the proposed Written Resolution with two or more holders of not less than 75 per cent. of the Principal Amount Outstanding of the Notes then outstanding, either individually or as members of a committee of holders.

· an Electronic Consent instigated by the Issuer or the Trustee, where the terms of the proposed resolution have been notified to the Noteholders through the relevant Clearing Systems, may be passed with the consent of Noteholders of (i) 50.1 per cent. of the aggregate Principal Amount Outstanding of the Notes then outstanding in the case of any resolution other than an Extraordinary Resolution; and (ii) not less than 75 per cent. of the aggregate Principal Amount Outstanding of the Notes then outstanding, in the case of an Extraordinary Resolution.

· the Issuer must (i) obtain the prior written consent of the Noteholders, acting by Extraordinary Resolution, to any request or proposal, arising in the context of a Claim Settlement, that the Issuer should agree or give its consent to any settlement of any claim, compromise or arrangement with respect to or affecting the Issuer's assets or undertaking save, in each case, to the extent permitted by the Trust Deed or the Transaction Documents but subject to the limitations to be imposed on the Issuer by the amendments proposed in this Notice of Meeting, and (ii) upon request, promptly provide evidence to the Trustee that it has obtained such consent.

· if the Trustee is requested to provide its consent to any matters which are the subject of the Issuer's obligation to obtain the prior written consent of the Noteholders described above, the Trustee may rely (without liability to any person and without further enquiry) on the evidence provided to it by the Issuer that the Noteholders have provided their consent, acting by Extraordinary Resolution.

· the Noteholders, acting by Extraordinary Resolution, may (i) propose and/or sanction any compromise or arrangement between the Issuer and the Noteholders; (ii) propose and/or sanction any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the Noteholders against the Issuer or any of their property; (iii) give their prior written consent to any request or proposal to deal with any of the Issuer's assets or undertaking, including any request or proposal that the Issuer should agree or give its consent to any settlement of any claim, compromise or arrangement with respect to or affecting the Issuer's assets or undertaking save, in each case, to the extent permitted by the Trust Deed or the Transaction Documents but subject to the limitations to be imposed on the Issuer by the amendments proposed in this Notice of Meeting; and (iv) propose modifications, variations or amendments of or to the Trust Deed, the Notes and the Transaction Documents, and direct, request, authorise and empower the Issuer and the Trustee to (among other actions) take such steps as are necessary, desirable or expedient to carry out or give effect to any such request or proposal, subject, in the case of the Trustee, to discharging and exonerating the Trustee, in customary manner, from all liabilities for which it may be or become responsible under the Transaction Documents arising in connection with or as a consequence of any such Extraordinary Resolution or its implementation.

· the Noteholders may, by Extraordinary Resolution, approve the removal of the person from time to time acting as Trustee, without cause, and approve the appointment of a replacement Trustee.

· where the subject matter of an Extraordinary Resolution includes, in relation to the Notes, any Basic Terms Modification (as defined in Clause 6(B) of the Meetings Schedule), the Trustee does not need to form an opinion that the relevant modification or alteration is being proposed by the Issuer as a result of, or in order to avoid, an Event of Default. The requirement in Clause 6(B) of the Trust Deed for the relevant modification to be approved by an Extraordinary Resolution (passed in accordance with paragraph 6(B) of the Meetings Schedule) remains.

Noteholders should note that although the proposed amendments to the powers exercisable by Extraordinary Resolution include powers for the Noteholders to propose modifications, variations or amendments to the Trust Deed, the Notes and the Transaction Documents, no such modifications, amendments or variations may be made unless the parties to the affected documents agree to make them.

Amendments to the Trust Deed

The Issuer proposes that:

Clause 1.1(b) (Definitions) of the Trust Deed should be amended to include a new paragraph, as follows:

"Claim Settlement means any settlement, compromise or arrangement relating to or affecting the Issuer's assets or undertakings, which, in each case, has arisen in the context of actual or threatened litigation against the Issuer by more than one Borrower."

Clause 12 (Covenants by the Issuer) of the Trust Deed should be amended to include a new paragraph (v) in Clause 12.1, as follows:

"(v) it shall obtain the prior written consent of the Noteholders, acting by Extraordinary Resolution, to any request or proposal (irrespective of the person making such request or proposal) to transfer, sell, lend, part with or otherwise dispose of or deal with any of the Issuer's assets or undertaking or any interest, estate, right, title or benefit therein, or to grant any option or present or future right to acquire any of its assets or undertaking or any interest, estate, right, title or benefit therein (including, without limitation, any request or proposal that the Issuer should agree or give its consent to any Claim Settlement) save to the extent expressly permitted by this Trust Deed or the Transaction Documents; provided that, in any circumstance in which the Issuer is required to obtain the prior written consent of the Noteholders, acting by Extraordinary Resolution, under or pursuant to this paragraph (v), the Issuer shall, upon request, promptly provide evidence to the Trustee that it has obtained such consent."

Clause 15(d) (Provisions Supplemental to the Trustee Act 1925) of the Trust Deed should be amended as marked in red below:

"the Trustee shall not be responsible for having acted upon any resolution purporting to have been passed at any meeting of the Noteholders in respect whereof minutes have been made and signed or upon any resolution (including, without limitation, a Written Resolution) purported to have been signed, or any Electronic Consent given even though it may subsequently be found that there was some defect in the constitution of such meeting or the passing of such resolution (including, without limitation, Written Resolution) or the giving of such Electronic Consent or the requisite number of Noteholders did not sign the same or that for any reason such resolution (including, without limitation, Written Resolution) or Electronic Consent was not valid or binding upon the Noteholders."

Clause 16 (Trustee's Obligations and Assumptions) of the Trust Deed should be amended to include a new Clause 16.11, as follows:

"16.11 If the Trustee is requested to provide its consent to any matters which are the subject of the Issuer's obligations under Clause 12.1(v), the Trustee may rely (without liability to any person and without further enquiry) on the evidence provided to it by the Issuer pursuant to Clause 12.1(v), as applicable, that the Noteholders have provided their consent, acting by Extraordinary Resolution, in accordance with the provisions of Clause 12.1(v), as applicable."

Clause 21.3 of the Trust Deed should be amended as marked in red below:

"A trustee of these presents may retire at any time on giving not less than three months' prior notice to the Issuer without assigning any reason and without being responsible for any liabilities occasioned by such retirement. The Trustee, whether acting in its capacity as note trustee under these presents or as security trustee under and pursuant to the Deed of Charge, or in both capacities, may be removed at any time by an Extraordinary Resolution of the Noteholders, without cause. In the event of the only trustee, in any capacity, being removed by Extraordinary Resolution, the Issuer undertakes that it will use its best endeavours to procure that a new trustee of these presents and/or a new security trustee for the purpose of holding, for its own account and as trustee for the other Secured Creditors, the security interests created by or pursuant to the Deed of Charge, be appointed as soon as reasonably practicable thereafter. Any such new trustee or security trustee shall be a Trust Corporation or such other person as is approved by the Noteholders, acting by Extraordinary Resolution. The retirement or removal of any such trustee which would result in there being no Trust Corporation as a trustee of these presents shall not become effective until a successor Trust Corporation or other person approved by the Noteholders, acting by Extraordinary Resolution, is appointed."

Amendments to the Meetings Schedule

The Issuer proposes that:

(i) Paragraph 6(B) of the Meetings Schedule should be amended by deleting the following sentence:

"An Extraordinary Resolution must be passed at a meeting of the Noteholders to sanction any Basic Terms Modification.",

and inserting the following in substitution therefor:

"An Extraordinary Resolution required in order to sanction any Basic Terms Modification must be passed at a meeting of the Noteholders or by way of Written Resolution (as defined below) or, if proposed by the Issuer or the Trustee, by way of Electronic Consent (as defined below) of Noteholders of not less than 75 per cent. of the aggregate Principal Amount Outstanding of the Notes then outstanding."

Noteholders should be aware that the effect of this change would be that substantial changes affecting the Notes (including the commercial terms) would be capable of being effected by Written Resolution or Electronic Consent, while currently these changes must be passed at a Meeting of Noteholders. In addition, as a result of the proposed introduction of a Written Resolution procedure (as described below), these changes may not be notified to all Noteholders as a class.

(ii) Paragraph 18 of the Meetings Schedule should be amended as marked in red below:

"A meeting of Noteholders, a Written Resolution and an Electronic Consent of Noteholders of not less than 75 per cent. of the aggregate Principal Amount Outstanding of the Notes then outstanding, shall in addition to all other powers (but without prejudice to any powers conferred on other persons by these presents or the Deed of Charge) have the following powers exercisable only by Extraordinary Resolution, namely:

[sub-paragraphs (a) to (b) to be deleted, and the following sub-paragraphs to be inserted in substitution therefor; changes to existing sub-paragraphs (a) and (b) are shown in green and strikethrough.]

(a) power to propose and/or sanction any compromise or arrangement proposed to be made between the Issuer and the Noteholders;

(b) power to propose and/or sanction any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the Noteholders against the Issuer or against any of their property, whether such rights shall arise under these presents, the Notes, the Transaction Documents or otherwise;

[insert new sub-paragraphs (c),(d) and (e) as follows]:

(c) power to propose and/or sanction any compromise or arrangement between the Issuer and any other person arising in the context of a Claim Settlement (other than a proposal falling within sub-paragraph (d) immediately below), which compromise or arrangement affects or (in the written opinion of the Noteholders passing any such Extraordinary Resolution) is reasonably likely to affect the property, rights or assets of the Noteholders; and to require that the Issuer obtain the prior written consent of the Noteholders, acting by Extraordinary Resolution, to the giving of any consent or waiver required to be obtained from the Issuer by any person, whether under the Trust Deed, the Notes, the Transaction Documents or otherwise, which consent or waiver affects or (in the written opinion of two or more holders of at least 75 per cent. of the Principal Amount Outstanding of the Notes then outstanding, as evidenced to the Issuer) is reasonably likely to affect the property, rights or assets of the Noteholders;

(d) power to consent to, and/or require the consent of the Noteholders, acting by Extraordinary Resolution, to, any request or proposal (irrespective of the person making such proposal), to transfer, sell, lend, part with or otherwise dispose of or deal with any of the Issuer's assets or undertaking or any interest, estate, right, title or benefit therein, or to grant any option or present or future right to acquire any of its assets or undertaking or any interest, estate, right, title or benefit therein (including, without limitation, any request or proposal that the Issuer should agree or give its consent to any Claim Settlement), save to the extent permitted by the Trust Deed or the Transaction Documents;

(e) power to specify terms on which the Issuer may agree to any proposal made by or on behalf of a Borrower or Borrowers arising in the context of a Claim Settlement to redeem all amounts owing by that Borrower or those Borrowers to the Issuer under the applicable Offers, Mortgage Deeds and ancillary documents for an amount lower than the sum of the applicable Loan Amount and Shared Appreciation Amount, and to require that the consent of the Noteholders, acting by Extraordinary Resolution, be obtained before the Issuer agrees to any such proposal from a Borrower or Borrowers which falls outside the terms specified in any Extraordinary Resolution passed pursuant to this paragraph (e) and which remains in force as at the date of any such proposal;

[existing sub-paragraph (c) to remain but renumbered as (f); existing sub-paragraph (d) to be deleted, and the following sub-paragraph (g) to be inserted in substitution therefor; changes to existing sub-paragraph (d) are shown in green and strikethrough]

(g) power to assent to any modification of the provisions contained in this Deed these presents, the Notes or any other Transaction Document which shall be proposed by the Issuer or the Trustee;

[existing sub-paragraph (e) to be deleted and the following sub-paragraphs to be inserted immediately after new sub-paragraph (g)]

(h) power to propose any modification, variation or amendment, or modifications, variations or amendments, of or to the provisions contained in these presents, the Notes and any of the Transaction Documents, or in any other agreement, deed or document entered into by the Issuer and/or the Trustee in connection with the Trust Deed, the Notes or any Transaction Document, and power to direct, request, empower and authorise the Issuer and/or the Trustee (as applicable to any such proposal) to consent to, concur in and execute all such documents as may be necessary to give effect to any such proposal and any Extraordinary Resolution and to take all steps necessary, desirable or expedient to carry out or give effect to any such proposal or Extraordinary Resolution;

(i) power to direct, request, empower and authorise the Issuer and/or the Trustee to waive any requirement, restriction or condition precedent as set forth in these presents, the Notes or the Transaction Documents, in order to give effect to any Extraordinary Resolution;

(j) [renumbered current sub-paragraph (f)] power to appoint any persons to a committee or committees to represent the interests of the Noteholders and to confer upon such committee or committees any powers or discretions which the relevant Noteholders could themselves exercise by Extraordinary Resolution;

(k) [renumbered current sub-paragraph (g)] power to give any authority, direction or sanction which under the provision of these presents or the Notes is required to be given by Extraordinary Resolution;

(l) [delete current sub-paragraph (h) and replace with the following] power to remove any trustee for the time being under these presents and/or under the Deed of Charge, without cause, and to approve a person proposed to be appointed a new trustee under these presents and/or the Deed of Charge;

(m) [delete current sub-paragraph (i) and replace with the following] power to discharge and exonerate the Trustee from all liabilities for which it may be or become responsible under these presents, the Notes and the Transaction Documents in respect of any act or omission for which it may otherwise become responsible, or in respect of any requirement, restriction or condition precedent set forth in these presents, the Notes or the Transaction Documents, in each case arising in connection with or as a consequence of any Extraordinary Resolution or the implementation of any Extraordinary Resolution."

The Proviso to Paragraph 18 of the Meetings Schedule shall be amended as shown below in strikethrough:

"PROVIDED THAT no modification or alteration as is referred to in paragraph 6(B) shall be effective unless (i) the Trustee is of the opinion that such modification or alteration is being proposed by the Issuer as a result of, or in order to avoid, an Event of Default and (ii) the modification is approved by an Extraordinary Resolution passed in accordance with paragraph 6(B)."

The effect of the amendment to the Proviso to Paragraph 18 of the Meetings Schedule is that where the subject matter of an Extraordinary Resolution is a Basic Terms Modification, as described in Paragraph 6(B) of the Meetings Schedule, the relevant quorum and voting requirements will continue to apply but there will, if the amendments proposed are approved, be no requirement to obtain the opinion of the Trustee that the modification or alteration the subject of that meeting (which is, in each case, a Basic Terms Modification) is being proposed by the Issuer as a result of, or in order to avoid, an Event of Default.

(iii) Paragraph 19 of the Meetings Schedule should be amended as marked in red below:

"Subject to the provisos to paragraph 18 above, any resolution passed at a meeting of the Noteholders duly convened and held in accordance with these presents, or by way of Written Resolution or by Electronic Consent given by the requisite majority of Noteholders shall be binding upon all the Noteholders each Noteholder whether present or not present at such meeting and whether or not voting, or whether or not it participated in such Written Resolution or Electronic Consent, and whether or not voting and irrespective of its effect upon such person; and, in each such case, each Noteholders shall be bound to give effect to such resolution accordingly and the passing of any such resolution shall be conclusive evidence that the circumstances justify the passing thereof. Notice of the result of the voting on any resolution duly considered by the Noteholders shall be published in accordance with Condition 15 of the Notes by the Issuer within fourteen (14) days of such result being known PROVIDED THAT the non-publication of such notice shall not invalidate such resolution."

(iv) Paragraph 20 of the Meetings Schedule should be amended as marked in red below:

"The expression Extraordinary Resolution when used in these presents means a resolution passed: (i) at a meeting of the Noteholders duly convened and held in accordance with the provisions herein contained by a majority consisting of not less than 75 per cent, of the persons voting thereat upon a show of hands or if a poll be duly demanded then by a majority consisting of not less than 75 per cent, of the votes given on such poll; (ii) by way of Written Resolution; or (iii) by way of Electronic Consent."

(v) The Meetings Schedule should be amended by the addition of the following two new paragraphs (the numbering of, and references to, the current paragraphs 21 and 22 of the Meetings Schedule shall be accordingly updated to 23 and 24 throughout):

"21. The expression Written Resolution means a resolution in writing signed by or on behalf of two or more holders of not less than 75 per cent. of the Principal Amount Outstanding of the Notes then outstanding, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more such holders of the Notes.

A Written Resolution may be instigated either:

(i) by two or more holders of not less than 75 per cent. of the Principal Amount Outstanding of the Notes then outstanding delivering such Written Resolution to the Issuer and/or the Trustee and, for the avoidance of doubt, prior notice of such Written Resolution (or the subject matter of such Written Resolution) is not required to be given to the Noteholders as a class;

(ii) by the Issuer or the Trustee, having first agreed the terms of the proposed Written Resolution with two or more holders of not less than 75 per cent. of the Principal Amount Outstanding of the Notes then outstanding, either individually or as members of a committee of holders established by way of Extraordinary Resolution or otherwise.

For the purpose of determining whether a Written Resolution has been validly passed, the Issuer and the Trustee shall be entitled to rely (and shall not be responsible for any liability occasioned by so doing) on any consent or instructions given in writing directly to the Issuer and/or the Trustee, as the case may be, by accountholders in the Clearing Systems (as defined below) with entitlements to the Permanent Global Note held by or on behalf of the Clearing Systems and/or, where the accountholders hold any such entitlement on behalf of another person, on written consent from or written instruction by the person for whom such entitlement is ultimately beneficially held, whether such beneficiary holds directly with the accountholder or via one or more intermediaries and provided that, in each case, the Issuer or (where the consent or instructions are given directly to the Trustee but not to the Issuer) the Trustee has obtained commercially reasonable evidence to ascertain the validity of such holding and has taken reasonable steps to ensure that such holding does not alter following the giving of such consent or instruction and prior to the effecting or implementation of such consent or instruction. Any Written Resolution passed in such manner shall be binding on all Noteholders, even if the relevant consent or instruction proves to be defective. As used in this paragraph, "commercially reasonable evidence" includes any certificate or other document issued by the Clearing Systems and/or issued by an accountholder of them or an intermediary in a holding chain, in relation to the holding of interests in the Notes. Any such certificate or other document shall, in the absence of manifest error, be conclusive and binding for all purposes and the Issuer and/or the Trustee shall not be liable for acting thereon. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclear's EasyWay or Clearstream, Luxembourg's Xact Web Portal) in accordance with its usual procedures and in which the accountholder of a particular principal or principal amount of the Notes is clearly identified together with the amount of such holding. Neither the Issuer nor the Trustee shall be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by any such person and subsequently found to be forged or not authentic.

A Written Resolution shall take effect as an Extraordinary Resolution and shall be binding on all Noteholders, whether or not they participated in such Written Resolution."

The effect of the proposed Paragraph 21(i) is that a Written Resolution may be passed with the consent of Noteholders of not less than 75 per cent. of Principal Amount Outstanding of the Notes then outstanding and without the remaining Noteholders receiving prior notice of such Written Resolution.

The effect of the proposed Paragraph 21(ii) is that, where a Written Resolution is proposed by the Issuer or the Trustee, such Written Resolution may be pre-approved by two or more holders of not less than 75 per cent. of the Principal Amount Outstanding of the Notes then outstanding, therefore, not requiring the publication, or approval, of such Written Resolution to, or of, further Noteholders.

This approach only applies to Written Resolutions proposed by the Issuer or the Trustee, and is intended to facilitate the ability of the Issuer or the Trustee to propose a Written Resolution in circumstances where the background information relevant to such proposal is sensitive or confidential (for example, where it pertains to any litigation settlement for which the Issuer may seek, or be required to seek, the prior consent of the Noteholders), the Issuer may do so without wider publication of such information.

"22. For so long as all outstanding Notes are represented by the Permanent Global Note and held within the clearing systems operated by Euroclear (currently known as Euroclear Bank S.A./N.V., as operator of the Euroclear System) or Clearstream, Luxembourg société anonyme (as successor to the business of Cedelbank) (the "Clearing Systems"), in respect of any resolution (including, without limitation, an Extraordinary Resolution) proposed by the Issuer or the Trustee, where the terms of the proposed resolution have been notified to the Noteholders through the relevant Clearing Systems as provided in sub-paragraphs (i) and/or (ii) below, each of the Issuer and the Trustee shall be entitled to rely upon approval of such resolution proposed by the Issuer or the Trustee (as the case may be) given by way of electronic consents communicated through the electronic communications systems of the relevant Clearing System in accordance with their operating rules and procedures by or on behalf of the holders of not less than (a) 50.1 per cent. of the aggregate Principal Amount Outstanding of the Notes then outstanding in the case of any resolution other than an Extraordinary Resolution, and (b) 75 per cent. of the aggregate Principal Amount Outstanding of the Notes then outstanding, in the case of an Extraordinary Resolution (the "Required Proportion") (each such electronic consent given by at least the Required Proportion applicable to a proposed resolution being an "Electronic Consent" with respect to that resolution) by close of business on the Relevant Date (as defined below). Any resolution passed by way of Electronic Consent shall be binding on all Noteholders, even if the electronic consents used to determine that the Electronic Consent had been given prove to be defective. Neither the Issuer nor the Trustee shall be liable or responsible to anyone for such reliance.

(i) When a proposal for a resolution to be passed as an Electronic Consent has been made, at least 7 Business Days' notice (exclusive of the day on which the notice is given and of the day on which affirmative consents will be counted) shall be given to the Noteholders through the relevant Clearing System(s). The notice shall specify, in sufficient detail to enable Noteholders to give their consents in relation to the proposed resolution, the method by which their consents may be given (including, where applicable, blocking of their accounts in the relevant Clearing System(s)) and the time and date (the "Relevant Date") by which their consents must be received in order for them to be validly given, in each case subject to and in accordance with the operating rules and procedures of the relevant Clearing System(s).

(ii) If, on the Relevant Date on which the consents requested in respect of an Electronic Consent are first counted, such consents do not equal or exceed the applicable Required Proportion, the resolution shall, if the party proposing such resolution (the "Proposer") so determines, be deemed to be defeated. Such determination shall be notified in writing to the other party to the Trust Deed. Alternatively, the Proposer may give a further notice to the Noteholders that the resolution will be proposed again for the purpose of seeking an Electronic Consent on such date and for such period as shall be agreed with the Trustee (unless the Trustee is the Proposer). Any such notice must inform Noteholders that insufficient consents were received in relation to the original resolution and the information specified in sub-paragraph (i) above. For the purpose of such further notice, references to "Relevant Date" shall be construed accordingly.

For the avoidance of doubt, an Electronic Consent may only be used in relation to a resolution proposed by the Issuer or the Trustee which is not then the subject of a meeting that has been validly convened in accordance with paragraphs 3 and 4 above, unless that meeting is or shall be cancelled or dissolved.

An Electronic Consent shall take effect as an ordinary resolution or an Extraordinary Resolution, as applicable, and shall be binding on all Noteholders, whether or not they participated in such Electronic Consent."

The effect of the proposed Paragraph 22 is that, in respect of a resolution proposed by the Issuer or the Trustee only, Noteholders of not less than 50 per cent. of the aggregate Principal Amount Outstanding of the Notes then outstanding may approve such resolution by way of electronic consents, unless that resolution is an Extraordinary Resolution. In the case of an Extraordinary Resolution, Noteholders of not less than 75 per cent. of the aggregate Principal Amount Outstanding of the Notes then outstanding may approve such Extraordinary Resolution by way of electronic consents.

Amendments to the Fourth Schedule to the Trust Deed and to the Conditions

The Issuer proposes that:

(i) the final paragraph under the heading "Global Notes", and immediately before the heading "Security" on the second page of the Fourth Schedule (Terms and Conditions of the Notes) to the Trust Deed should be amended as marked in red below:

"Any notice to Noteholders in respect of Notes represented by Global Notes shall be deemed to have been duly given if sent to Euroclear (currently known as Euroclear Bank S.A./N.V., as operator of the Euroclear System) or Clearstream Luxembourg société anonyme (as successor to the business of Cedelbank) (as applicable) and shall be deemed to have been given on the date which such notice was so sent."

(ii) Condition 3.1(Covenants) of the Conditions (as set out in the Fourth Schedule (Terms and Conditions of the Notes) to the Trust Deed) should be amended to insert immediately after Condition 3.1.3 (Disposal of Assets) the new Condition 3.1.4 set out below, and the current Conditions 3.1.4, 3.1.5, 3.1.6 and 3.1.7 set out in the Fourth Schedule (Terms and Conditions of the Notes) to the Trust Deed shall be accordingly updated to Conditions 3.1.5, 3.1.6, 3.1.7 and 3.1.8:

"3.1.4 Settlement of claims

agree or give its consent to any request or proposal arising in the context of a Claim Settlement (as defined below) that it should agree or give its consent to the settlement of any claim, compromise or arrangement with respect to or affecting the Issuer's assets or undertaking without obtaining the prior written consent of the Noteholders acting by Extraordinary Resolution, save, in each case, to the extent permitted by the Trust Deed or the Transaction Documents, provided that in the case of any discrepancy between the covenants given by the Issuer in the Trust Deed with respect to any such request or proposal and the terms of the Transaction Documents, the provisions of the Trust Deed shall prevail. "Claim Settlement" shall mean any settlement, compromise or arrangement relating to or affecting the Issuer's assets or undertakings, in each case, which has arisen in the context of actual or threatened litigation against the Issuer by more than one Borrower."

(iii) Condition 12(a) of the Conditions (as set out in the Fourth Schedule (Terms and Conditions of the Notes) to the Trust Deed) should be amended as marked in red below:

"[…] The majority required for an Extraordinary Resolution shall be 75 per cent. of the votes cast on that resolution. An Extraordinary Resolution may also be passed: (i) by way of Written Resolution; or (iii) by way of Electronic Consent of Noteholders of not less than 75 per cent. of the aggregate Principal Amount Outstanding of Notes then outstanding."

(iv) Condition 12 of the Conditions (as set out in the Fourth Schedule (Terms and Conditions of the Notes) to the Trust Deed) should be amended by the addition of the following two new paragraphs (the numbering of, and references to, the current paragraphs 12(b), 12(c), 12(d) and 12(e) of the Fourth Schedule (Terms and Conditions of the Notes) to the Trust Deed shall be accordingly updated to paragraphs 12(d), 12(e), 12(f) and 12(g) throughout):

"12(b). The expression Written Resolution means a resolution in writing signed by or on behalf of two or more holders of not less than 75 per cent. of the Principal Amount Outstanding of the Notes then outstanding, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more such holders of the Notes.

A Written Resolution may be instigated either:

(i) by two or more holders of not less than 75 per cent. of the Principal Amount Outstanding of the Notes then outstanding delivering such Written Resolution to the Issuer and/ or the Trustee and, for the avoidance of doubt, prior notice of such Written Resolution (or the subject matter of such Written Resolution) is not required to be given to the Noteholders as a class;

For the purpose of determining whether a Written Resolution has been validly passed, the Issuer and the Trustee shall be entitled to rely (and shall not be responsible for any liability occasioned by so doing) on any consent or instructions given in writing directly to the Issuer and/or the Trustee, as the case may be, by accountholders in the Clearing System (as defined below) with entitlements to the Permanent Global Note held by or on behalf of the Clearing Systems and/or, where the accountholders hold any such entitlement on behalf of another person, on written consent from or written instruction by the person for whom such entitlement is ultimately beneficially held, whether such beneficiary holds directly with the accountholder or via one or more intermediaries and provided that, in each case, the Issuer or (where the consent or instructions are given directly to the Trustee but not to the Issuer) the Trustee has obtained commercially reasonable evidence to ascertain the validity of such holding and has taken reasonable steps to ensure that such holding does not alter following the giving of such consent or instruction and prior to the effecting or implementation of such consent or instruction. Any Written Resolution passed in such manner shall be binding on all Noteholders, even if the relevant consent or instruction proves to be defective. As used in this paragraph, "commercially reasonable evidence" includes any certificate or other document issued by the Clearing Systems and/or issued by an accountholder of them or an intermediary in a holding chain, in relation to the holding of interests in the Notes. Any such certificate or other document shall, in the absence of manifest error, be conclusive and binding for all purposes and the Issuer and/or the Trustee shall not be liable for acting thereon. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclear's EasyWay or Clearstream, Luxembourg's Xact Web Portal) in accordance with its usual procedures and in which the accountholder of a particular principal or principal amount of the Notes is clearly identified together with the amount of such holding. Neither the Issuer nor the Trustee shall be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by any such person and subsequently found to be forged or not authentic.

A Written Resolution shall take effect as an Extraordinary Resolution and shall be binding on all Noteholders, whether or not they participated in such Written Resolution."

The effect of the proposed Condition 12(b)(i) is that a Written Resolution may be passed with the consent of Noteholders of not less than 75 per cent. of Principal Amount Outstanding of the Notes then outstanding and without the remaining Noteholders receiving prior notice of such Written Resolution.

The effect of the proposed Condition 12(b)(ii) is that, where a Written Resolution is proposed by the Issuer or the Trustee, such Written Resolution may be pre-approved by two or more holders of not less than 75 per cent. of the Principal Amount Outstanding of the Notes then outstanding, therefore, not requiring the publication, or approval, of such Written Resolution to, or of, further Noteholders.

"12(c). For so long as all outstanding Notes are represented by the Permanent Global Note and held within the clearing systems operated by Euroclear (currently known as Euroclear Bank S.A./N.V., as operator of the Euroclear System) or Clearstream, Luxembourg société anonyme (as successor to the business of Cedelbank) (the "Clearing Systems"), in respect of any resolution (including, without limitation, an Extraordinary Resolution) proposed by the Issuer or the Trustee, where the terms of the proposed resolution have been notified to the Noteholders through the relevant Clearing Systems as provided in sub-paragraphs (i) and/or (ii) below, each of the Issuer and the Trustee shall be entitled to rely upon approval of such resolution proposed by the Issuer or the Trustee (as the case may be) given by way of electronic consents communicated through the electronic communications systems of the relevant Clearing System in accordance with their operating rules and procedures by or on behalf of the holders of not less than (a) 50.1 per cent. of the aggregate Principal Amount Outstanding of the Notes then outstanding in the case of any resolution other than an Extraordinary Resolution, and (b) 75 per cent. of the aggregate Principal Amount Outstanding of the Notes then outstanding, in the case of an Extraordinary Resolution (the "Required Proportion") (each such electronic consent given by at least the Required Proportion applicable to a proposed resolution being an "Electronic Consent" with respect to that resolution) by close of business on the Relevant Date (as defined below). Any resolution passed by way of Electronic Consent shall be binding on all Noteholders, even if the electronic consents used to determine that the Electronic Consent had been given prove to be defective. Neither the Issuer nor the Trustee shall be liable or responsible to anyone for such reliance.

The effect of the proposed Condition 12(c) is that, in respect of a resolution proposed by the Issuer or the Trustee only, Noteholders of not less than 50 per cent. of the aggregate Principal Amount Outstanding of the Notes then outstanding may approve such resolution by way of electronic consent, unless that resolution is an Extraordinary Resolution. In the case of an Extraordinary Resolution, Noteholders of not less than 75 per cent. of the aggregate Principal Amount Outstanding of the Notes then outstanding may approve such Extraordinary Resolution by way of electronic consents.

EXTRAORDINARY RESOLUTIONS

THAT this meeting (the "Meeting") of the Noteholders of the £97,840,000 SAM Notes due 2054 of Millshaw SAMS No. 1 Limited (the "Notes" and the "Issuer" respectively) constituted by the note trust deed dated 25 March 1999 (the "Trust Deed") and originally made between the Issuer and Royal Exchange Trust Company Limited as the trustee (the "Trustee") as amended and/or supplemented from time to time, hereby:

1. irrevocably approves the amendment and modification of the Trust Deed and amendments to the terms and conditions of the Notes set out in the Fourth Schedule (Terms and Conditions of the Notes) to the Trust Deed (the "Conditions") as follows in order to permit the passing of Extraordinary Resolutions by means of a Written Resolution or by means of an Electronic Consent:

a) Clause 15(d) (Provisions Supplemental to the Trustee Act 1925) of the Trust Deed shall be amended as marked in red below:

"the Trustee shall not be responsible for having acted upon any resolution purporting to have been passed at any meeting of the Noteholders in respect whereof minutes have been made and signed or upon any resolution (including, without limitation, a Written Resolution) purported to have been signed or any Electronic Consent given even though it may subsequently be found that there was some defect in the constitution of such meeting or the passing of such resolution (including, without limitation, Written Resolution) or the giving of such Electronic Consent or the requisite number of Noteholders did not sign the same or that for any reason such resolution (including, without limitation, Written Resolution) or Electronic Consent was not valid or binding upon the Noteholders."

b) The First Schedule (Provisions for Meetings of Noteholders) to the Trust Deed and Condition 12 of the Conditions shall be amended in the manner described in the Notice convening the Meeting to permit the passing of an Extraordinary Resolution by way of Written Resolution, where the expression "Written Resolution" means a resolution in writing signed by or on behalf of two or more holders of not less than 75 per cent. of the Principal Amount Outstanding of the Notes then outstanding, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more such holders of the Notes. A Written Resolution may be instigated either:

c) The First Schedule (Provisions for Meetings of Noteholders) to the Trust Deed and Condition 12 of the Conditions shall be amended in the manner described in the Notice convening the Meeting to permit the passing of an Extraordinary Resolution by way of Electronic Consent, where the expression "Electronic Consent" means approval of such Extraordinary Resolution, proposed by the Issuer or the Trustee and notified to the Noteholders through the relevant clearing system(s), given by way of electronic consents communicated through the electronic communications systems of the clearing system(s) in accordance with their operating rules and procedures by or on behalf of the holders of (i) not less than 50 per cent. of the aggregate Principal Amount Outstanding of the Notes then outstanding, in the case of any resolution other than an Extraordinary Resolution, and (ii) not less than 75 per cent. of the aggregate Principal Amount Outstanding of the Notes then outstanding, in the case of an Extraordinary Resolution.

2. irrevocably approves the amendment and modification of the Trust Deed as follows:

a) Clause 12 (Covenants by the Issuer) of the Trust Deed shall be amended to include a new paragraph (v) in Clause 12.1, as follows:

"(v) it shall obtain the prior written consent of the Noteholders, acting by Extraordinary Resolution, to any request or proposal (irrespective of the person making such proposal) to transfer, sell, lend, part with or otherwise dispose of or deal with any of the Issuer's assets or undertaking or any interest, estate, right, title or benefit therein (including, without limitation, any request or proposal that the Issuer should agree or give its consent to any Claim Settlement), or to grant any option or present or future right to acquire any of its assets or undertaking or any interest, estate, right, title or benefit therein save to the extent permitted by this Trust Deed or the Transaction Documents; provided that, in any circumstance in which the Issuer is required to obtain the prior written consent of the Noteholders, acting by Extraordinary Resolution, under or pursuant to this paragraph (v), the Issuer shall, upon request, promptly provide evidence to the Trustee that it has obtained such consent."

b) Clause 16 (Trustee's Obligations and Assumptions) of the Trust Deed shall be amended to include a new Clause 16.11, as follows:

"If the Trustee is requested to provide its consent to any matters which are the subject of the Issuer's obligations under Clause 12.1(v), the Trustee may rely (without liability to any person and without further enquiry) on the evidence provided to it by the Issuer pursuant to Clause 12.1(v) that the Noteholders have provided their consent, acting by Extraordinary Resolution, in accordance with the provisions of Clause 12.1(v)."

a) Clause 21.3 of the Trust Deed shall be amended as marked in red below:

"A trustee of these presents may retire at any time on giving not less than three months' prior notice to the Issuer without assigning any reason and without being responsible for any liabilities occasioned by such retirement. The Trustee, whether acting in its capacity as note trustee under these presents or as security trustee under or pursuant to the Deed of Charge, or in both capacities, may be removed at any time by an Extraordinary Resolution of the Noteholders, without cause. In the event of the only trustee, in any capacity, being removed by Extraordinary Resolution, the Issuer undertakes that it will use its best endeavours to procure that a new trustee of these presents and/or a new security trustee for the purpose of holding, for its own account and as trustee for the other Secured Creditors, the security interests created by or pursuant to the Deed of Charge, be appointed as soon as reasonably practicable thereafter. Any such new trustee or security trustee shall be a Trust Corporation or such other person as is approved by the Noteholders, acting by Extraordinary Resolution. The retirement or removal of any such trustee which would result in there being no Trust Corporation as a trustee of these presents shall not become effective until a successor Trust Corporation or other person approved by the Noteholders, acting by Extraordinary Resolution, is appointed."

b) paragraph 18 of the First Schedule to the Trust Deed shall be amended as marked in red below:

"A meeting of Noteholders shall, in addition to all other powers (but without prejudice to any powers conferred on other persons by these presents or the Deed of Charge) have the following powers exercisable only by Extraordinary Resolution:

(a) power to propose and/or sanction any compromise or arrangement proposed to be made between the Issuer and the Noteholders;

(b) power to propose and/or sanction any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the Noteholders against the Issuer or against any of their property whether such rights shall arise under these presents, the Notes, any Transaction Document or otherwise;

(c) power to propose and/or sanction any compromise or arrangement between the Issuer and any other person arising in the context of a Claim Settlement (other than a proposal falling within sub-paragraph (d) immediately below) which compromise or arrangement affects or (in the written opinion of the Noteholders passing any such Extraordinary Resolution) is reasonably likely to affect the property, rights or assets of the Noteholders; and to require that the Issuer obtain the prior written consent of the Noteholders, acting by Extraordinary Resolution, to the giving of any consent or waiver required to be obtained from the Issuer by any person, whether under the Trust Deed, the Notes, the Transaction Documents or otherwise, which consent or waiver affects or (in the written opinion of two or more holders of at least 75 per cent. of the Principal Amount Outstanding of the Notes then outstanding, as evidenced to the Issuer) is reasonably likely to affect the property, rights or assets of the Noteholders;

(d) power to consent to, and/or require the consent of the Noteholders, acting by Extraordinary Resolution, to, any request or proposal (irrespective of the person making such request or proposal), to transfer, sell, lend, part with or otherwise dispose of or deal with any of the Issuer's assets or undertaking or any interest, estate, right, title or benefit therein (including, without limitation, any request or proposal that the Issuer should agree or give its consent to any Claim Settlement), or to grant any option or present or future right to acquire any of its assets or undertaking or any interest, estate, right, title or benefit therein, save to the extent permitted by the Trust Deed or the Transaction Documents;

(f) power to sanction any scheme or proposal by the Issuer for the exchange, substitution or sale of the Notes for, or the conversion of the Notes into or the cancellation of the Notes in consideration of, shares, stock, notes, bonds, debentures, debenture stock and/or other obligations and/or securities of the Issuer or any other body corporate now formed or hereafter to be formed or for or into or in consideration of cash, or partly for or into or in consideration of such shares, stock, notes, bonds, debentures, debenture stock and/or other obligations and/or securities as aforesaid and partly for or in consideration of cash;

(g) power to assent to any modification of the provisions contained in these presents, the Notes or any other Transaction Document which shall be proposed by the Issuer or the Trustee;

(h) power to authorise the Trustee to concur in and execute all such documents and do all such acts and things as may be necessary to carry out and give effect to any Extraordinary Resolution; power to propose any modification, variation or amendment, or modifications, variations or amendments, of or to the provisions contained in these presents, the Notes and any of the Transaction Documents, or in any other agreement, deed or document entered into by the Issuer and/or the Trustee in connection with the Trust Deed, the Notes or any Transaction Document, and power to direct, request, empower and authorise the Issuer and/or the Trustee (as applicable) to consent to, concur in and execute all such documents as may be necessary to give effect to any such proposal and any Extraordinary Resolution and to take all steps necessary, desirable or expedient to carry out or give effect to any such proposal or Extraordinary Resolution;

(j) power to appoint any persons to a committee or committees to represent the interests of the Noteholders and to confer upon such committee or committees any powers or discretions which the relevant Noteholders could themselves exercise by Extraordinary Resolution;

(k) power to give any authority, direction or sanction which under the provision of these presents or the Notes is required to be given by Extraordinary Resolution;

(l) power to approve a person proposed to be appointed a new trustee under these presents and to remove any trustee for the time being hereof; power to remove any trustee for the time being under these presents and/or under the Deed of Charge, without cause, and to approve a person proposed to be appointed a new trustee under these presents and/or the Deed of Charge;

(m) power to discharge and exonerate the Trustee from any liability in respect of any act or omission for which the Trustee may have become responsible under these presents or the Notes. power to discharge and exonerate the Trustee from all liabilities for which it may be or become responsible under these presents, the Notes and the Transaction Documents in respect of any act or omission for which it may otherwise become responsible, or in respect of any requirement, restriction or condition precedent set forth in these presents, the Notes or the Transaction Documents, in each case arising in connection with or as a consequence of any Extraordinary Resolution or the implementation of any Extraordinary Resolution.

PROVIDED THAT no such modification or alteration as is referred to in paragraph 6(B) shall be effective unless (i) the Trustee is of the opinion that such modification or alteration is being proposed by the Issuer as a result of, or in order to avoid, an Event of Default and (ii) the modification is approved by an Extraordinary Resolution passed in compliance with paragraph 6(B);"

3. irrevocably approves the amendments to the Fourth Schedule to the Trust Deed and to the Conditions whereby:

a) the final paragraph under the heading "Global Notes", and immediately before the heading "Security" on the second page of the Fourth Schedule (Terms and Conditions of the Notes) to the Trust Deed shall be amended as marked in red below:

(b) Condition 3.1 shall be amended to insert immediately after Condition 3.1.3 (Disposal of Assets) a new Condition 3.1.4 set out below, and the current Conditions 3.1.4, 3.1.5, 3.1.6 and 3.1.7 of the Fourth Schedule (Terms and Conditions of the Notes) to the Trust Deed shall be accordingly deemed updated to Conditions 3.1.5, 3.1.6, 3.1.7 and 3.1.8:

"3.1.4 Settlement of claims

agree or give its consent to any request or proposal arising in the context of a Claim Settlement (as defined below) that it should agree or give its consent to the settlement of any claim, compromise or arrangement with respect to or affecting the Issuer's assets or undertaking without obtaining the prior written consent of the Noteholders acting by Extraordinary Resolution, save, in each case, to the extent permitted by the Trust Deed or the Transaction Documents, provided that in the case of any discrepancy between the covenants given by the Issuer in the Trust Deed with respect to any such request or proposal and the terms of the Transaction Documents, the provisions of the Trust Deed shall prevail. "Claim Settlement" means any settlement, compromise or arrangement relating to or affecting the Issuer's assets or undertakings, in each case, which has arisen in the context of actual or threatened litigation against the Issuer by more than one Borrower."

4. irrevocably authorises, empowers and directs the Trustee:

(a) to enter into and perform its obligations under a deed supplemental to the Trust Deed to effect the modifications referred to in paragraphs 1, 2 and 3 of this Extraordinary Resolution in the form of the draft produced to the Meeting; and

(b) to concur in, execute and do all such other deeds, agreements, instruments, acts and things considered by it in its sole discretion to be necessary, desirable, expedient or appropriate to carry out and give effect to this Extraordinary Resolution;

5. declares that the Trustee shall have no liability to Noteholders for its acts or omissions in furtherance of this Extraordinary Resolution;

6. sanctions and assents to every amendment and modification of the provisions of the Trust Deed and/or the Conditions involved or affected by the implementation of this Extraordinary Resolution; and

7. waives irrevocably any claim that the Noteholders may have against the Trustee or its directors, officers and employees arising as a result of any loss or damage which any Noteholder may suffer or incur as a result of the Trustee or its directors, officers and employees acting upon this Extraordinary Resolution (including, without limitation, circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding on the Noteholders or that there is a defect in the passing of this Extraordinary Resolution) and further confirms that the Noteholders will not seek to hold the Trustee or its directors, officers and employees liable for any such loss or damage and that the Trustee and its directors, officers and employees shall not be responsible to any person for acting upon this Extraordinary Resolution.

Capitalised terms used in this Extraordinary Resolution and not defined have the meaning given to them in the Notice to Noteholders dated 23 October 2023 convening the Meeting, or in the Trust Deed (including the Conditions) and the Deed of Master Definitions referred to in the Trust Deed.

VOTING AND QUORUM

The relevant provisions governing the convening and holding of the Meeting are set out in the First Schedule (Provisions for Meetings of Noteholders) of the Trust Deed (the "Meetings Schedule").

(A) Voting Certificates: A Noteholder who wishes to vote and be represented at the Meeting, may request that the Principal Paying Agent records his wish to attend and vote or be represented in a voting certificate ("Voting Certificate"), by depositing their Notes with the Principal Paying Agent not later than 48 hours before the time fixed for the Meeting. A Voting Certificate shall be valid until the conclusion of the Meeting (including any adjourned Meeting). So long as the Voting Certificate is valid, the bearer thereof shall be deemed to be the Noteholder to which it relates for all purposes in connection with such Meeting.

(B) Block Voting Instruction: A Noteholder who wishes to be represented at a meeting and vote in a specific way in regards to the proposed resolution can instruct the Principal Paying Agent not later than 48 hours before the time fixed for the Meeting that the voting rights attributed to their Notes should be cast by their proxy in line with their instructed preference ("Block Voting Instruction"). A Noteholder can only change their instructions up to 48 hours before the Meeting. A Block Voting Instruction shall be valid until the conclusion of the Meeting (including any adjourned meeting). A Noteholder can also surrender a Block Voting Instruction up to 48 hours before the Meeting and the Principal Paying Agent must give notice to the Issuer of this surrender.

Each Noteholder should note that the deadlines set by the Clearing System for the submission of their Voting Certificates and Block Voting Instructions may be earlier than the time set out in this Notice, and each Noteholder who wishes to vote should check the relevant Clearing System's procedures and deadlines ahead of the Meeting.

Any beneficial owner of Notes who is not a direct participant in the Clearing Systems must contact its broker, dealer, bank, custodian, trust company or other nominee to arrange for the accountholder in the relevant Clearing System, through which it holds Notes to ask for their Voting Certificate or Block Voting Instruction in accordance with the requirements of the relevant Clearing System and procure that the Notes are blocked in accordance with the normal procedures of the relevant Clearing System and the deadlines imposed by such Clearing System.

By providing a Voting Certificate or Block Voting Instruction as described above, each beneficial owner of the Notes authorises the Clearing Systems at which their account is maintained to disclose to the Issuer, the Trustee and their respective legal advisers confirmation that they are the beneficial owner of the relevant Notes.

Quorum Requirements: The Extraordinary Resolution may only be considered at the Meeting if the Meeting is quorate.

The Issuer has determined that the modifications to be implemented pursuant to the Extraordinary Resolution do not constitute a Basic Terms Modification as defined in paragraph 6(B) of the Meetings Schedule.

The quorum requirements are:

Meeting	Quorum Requirement
To pass an Extraordinary Resolution at the Meeting.	Two or more persons holding or representing in aggregate no less than 75 per cent. of the Principal Amount Outstanding of the Notes.
To pass an Extraordinary Resolution at an adjourned Meeting.	One or more persons being or representing the Noteholders whatever the Principal Amount Outstanding of the Notes may be held or represented.

For the above purposes, the Principal Amount Outstanding of a Note means the principal amount of that Note upon issue less the aggregate amount of all Principal Payments in respect of that Note which has become due and payable (whether or not paid) prior to the date of the Meeting.

Voting Procedure: In line with paragraphs 10 to 17 of the Meetings Schedule voting will in the first instance be decided by a show of hands. A poll can be requested by the Issuer, the Trustee, the Chairman or any Noteholder or representative present before or after the result of the vote is declared, subject to the contents of paragraph 11 of the Meetings Schedule. In the case of equality of votes, the Chairman on a show of hands and on a poll will have a casting vote, in accordance with paragraph 10 of the Meetings Schedule. It will be a condition of the Chairman's appointment that a poll be demanded.

The Issuer understands that, since the publication of the RNS on 23 August 2022, Noteholders holding or representing in aggregate at least 75 per cent. of the Principal Amount Outstanding of the Notes have formed an ad hoc committee. Further, it is the Issuer's understanding that the members of the ad hoc committee intend to attend the Meeting and approve the Extraordinary Resolution set out herein.

Any Extraordinary Resolution duly passed by the Noteholders will be binding upon all Noteholders, whether or not they were present or represented at the Meeting and whether or not they voted at the Meeting.

Adjournment: If within 30 minutes after the time appointed for the Meeting, a quorum is not present, the Meeting will be adjourned. A further Notice will then be published stating the date, time and place of the adjourned meeting. Such Notice will be published no less than 14 days before the stated date of the adjourned meeting. This adjourned meeting must take place no less than 14 days and no more than 42 days from the originally scheduled Meeting, in accordance with the Meetings Schedule.

Notices: Notice of the result of every vote on a resolution duly considered by the Noteholders will be published in accordance with the Conditions and given to the Noteholders within 14 days of the conclusion of the Meeting. Failure to do so shall not invalidate the resolution.

DOCUMENTS AVAILABLE FOR INSPECTION

Noteholders may, at any time prior to the Meeting, obtain copies of the documents set out below by requesting access to the document vault by emailing Millshaw@arnoldporter.com:

· the Offering Circular dated 17 March 1999;

· the Trust Deed dated 25 March 1999;

· the Paying Agency Agreement dated 25 March 1999;

· the Mortgage Sale Agreement dated 25 March 1999;

· the Mortgage Administration Agreement dated 25 March 1999;

· the Guaranteed Investment Contract dated 25 March 1999;

· the Deed of Charge and Assignment dated 25 March 1999;

· the Bank Accounts Agreement dated 25 March 1999;

· the Deed of Master Definitions dated 25 March 1999; and

· the form of Supplemental Trust Deed to be proposed for approval at the Meeting.

This Notice is given by

MILLSHAW SAMS NO.1 LIMITED

as Issuer

Dated 23 October 2023

26 New Street

St. Helier

Jersey JE2 3RA

Attention: Millshaw SAMS No.1 Limited - the Company Secretary

Facsimile: 01534 814815

Email: shane.hollywood@ocorian.com

Any questions in connection with the mechanics of the Meeting and voting should be addressed to the Issuer at the above address. Further, any questions as to the contents of this Notice and/or the Extraordinary Resolution should be given to the Issuer in writing or via email at least 48 hours before the scheduled Meeting time. Such questions will then be answered during the course of the Meeting.

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END

Companies

MILLSHAW SAMS NO.1 LIMITED (BK75)

Friday, 15th November 2024

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