Aster 43 Regulatory News (42RJ)

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF BONDHOLDERS. IF ANY BONDHOLDER IS IN ANY DOUBT AS TO THE ACTION IT SHOULD TAKE OR IS UNSURE OF THE IMPACT OF THE IMPLEMENTATION OF THE EXTRAORDINARY RESOLUTION SET OUT BELOW, IT SHOULD SEEK ITS OWN FINANCIAL AND LEGAL ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM ITS BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.

ASTER TREASURY PLC

(incorporated in England with limited liability under the Companies Act 2006, registered number 8749672)

(the "Issuer")

NOTICE OF MEETING

of the holders of its outstanding

(the "Bonds")

unconditionally and irrevocably guaranteed by

ASTER GROUP LIMITED

(incorporated in England with limited liability under the Co-operative and Community Benefit Societies Act 2014 with registered number 29573R and registered with the Regulator of Social Housing under the Housing and Regeneration Act 2008, as amended by the Localism Act 2011, with number L4393)

("AGL" and, in its capacity as guarantor, the "Guarantor")

NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of the holders of the Bonds (the "Bondholders") convened by the Issuer will be held by conference call or other electronic means (see "Further or Alternative Regulations regarding the Meeting" below) at 11.00 a.m. (London time) on 13 November 2020 for the purpose of considering and, if thought fit, passing the resolution set out below, with the implementation of that resolution being subject to satisfaction of the condition set out in paragraph 7(c) thereof (the "Eligibility Condition"), and which resolution will be proposed as an Extraordinary Resolution at the Meeting in accordance with the provisions of the Bond Trust Deed dated 18 December 2013 (the "Original Bond Trust Deed") as supplemented by a Supplemental Bond Trust Deed dated 23 May 2018 (the "Supplemental Bond Trust Deed" and the Original Bond Trust Deed as supplemented by the Supplemental Bond Trust Deed, the "Bond Trust Deed") between the Issuer, the Guarantor and Prudential Trustee Company Limited as bond trustee for the Bondholders (the "Bond Trustee").

Unless the context otherwise requires, capitalised terms used but not defined in this Notice shall have the meaning given in the Bond Trust Deed or the Extraordinary Resolution, as applicable.

EXTRAORDINARY RESOLUTION

"THAT this Meeting of the holders (together, the "Bondholders") of the outstanding £450,000,000 4.50 per cent. Guaranteed Secured Bonds due 2043 (ISIN: XS1004109150) (the "Bonds") of Aster Treasury plc (the "Issuer") unconditionally and irrevocably guaranteed by Aster Group Limited (the "Guarantor"), constituted by the Bond Trust Deed dated 18 December 2013 (the "Original Bond Trust Deed") as supplemented by a Supplemental Bond Trust Deed dated 23 May 2018 (the "Supplemental Bond Trust Deed" and the Original Bond Trust Deed as supplemented by the Supplemental Bond Trust Deed, the "Bond Trust Deed") between the Issuer, the Guarantor and Prudential Trustee Company Limited as bond trustee for the Bondholders (the "Bond Trustee"), and issued with the benefit of the Agency Agreement dated 18 December 2013 as supplemented by the Supplemental Agency Agreement dated 23 May 2018 (together, the "Agency Agreement") between the Issuer, the Guarantor, The Bank of New York Mellon, London Branch as principal paying agent (the "Principal Paying Agent") and the Bond Trustee:

1. (subject to paragraph 7 of this Extraordinary Resolution) assents and agrees to the modification of the terms and conditions of the Bonds (as set out in Part 2 of Schedule 2 to each of the Original Bond Trust Deed and the Supplemental Bond Trust Deed, the "Conditions") and the Bond Trust Deed to permit the Issuer to on-lend finance for the benefit of the members of the Aster Group, all as more fully set out in the Second Supplemental Bond Trust Deed (as defined in paragraph 3(a) below);

2. (subject to paragraph 7 of this Extraordinary Resolution) agrees, upon execution and delivery of the Second Supplemental Bond Trust Deed (as defined in paragraph 3(a) below) by the parties thereto;

3. (subject to paragraph 7 of this Extraordinary Resolution) assents to, authorises, directs, requests and empowers the Bond Trustee and the Issuer and the Guarantor to:

(a) concur in the modifications referred to in paragraph 1 of this Extraordinary Resolution and, in order to give effect to and implement such modifications, subject to satisfaction of the conditions set out in paragraph 7 of this Extraordinary Resolution, to execute and deliver a supplemental bond trust deed (the "Second Supplemental Bond Trust Deed") in the form of the draft produced to this Meeting and for the purpose of identification signed by the chairman thereof, with such amendments (if any) as may be requested by the Issuer and approved by the Bond Trustee, in its sole and absolute discretion, or required by the Bond Trustee; and

(b) concur in, and execute and do all such other deeds, instruments, acts and things as may be necessary, desirable or expedient in its sole opinion to carry out and to give effect to this Extraordinary Resolution and the implementation of the modifications referred to in paragraph 1 of this Extraordinary Resolution;

4. (subject to paragraph 7 of this Extraordinary Resolution) sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the Bondholders appertaining to the Bonds against the Issuer, whether or not such rights arise under the Bond Trust Deed or otherwise, involved in, resulting from or to be effected by the amendments referred to in paragraph 1 of this Extraordinary Resolution and their implementation.

5. discharges and exonerates the Bond Trustee from all liability for which it may have become or may become responsible under the Bond Trust Deed or otherwise in respect of any act or omission in connection with this Extraordinary Resolution, its implementation (including the modifications referred to in paragraph 1 of this Extraordinary Resolution) or any other power or right conferred pursuant to, or arising out of, this Extraordinary Resolution;

6. to waive any claim Bondholders may have against the Bond Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

7. declares that the implementation of this Extraordinary Resolution shall be conditional on:

(a) the passing of this Extraordinary Resolution;

(b) the Consent Solicitation not having been terminated in accordance with its terms; and

(c) the quorum required for, and the requisite majority of votes cast at, the Meeting being satisfied by Eligible Bondholders, irrespective of any participation at the Meeting by Ineligible Bondholders (and would also have been so satisfied if any Ineligible Bondholders who provide confirmation of their status as Ineligible Bondholders and waive their right to attend and vote (or be represented) at the Meeting had actually participated at the Meeting) and further resolves that, in the event the Extraordinary Resolution is passed at the Meeting but this condition is not satisfied, the chairman of the Meeting is hereby authorised, directed, requested and empowered to adjourn this Meeting on the same basis (including quorum) as for an adjournment of the Meeting where the necessary quorum is not obtained, for the purpose of reconsidering resolutions 1 to 8 of this Extraordinary Resolution with the exception of resolution 7(c) of this Extraordinary Resolution at the adjourned Meeting, and in place of the foregoing provisions of resolution 7(c) the relevant condition will be satisfied if the quorum required for, and the requisite majority of votes cast at, the adjourned Meeting are satisfied by Eligible Bondholders irrespective of any participation at the adjourned Meeting by Ineligible Bondholders (and would also have been so satisfied if any Ineligible Bondholders who provide confirmation of their status as Ineligible Bondholders and waive their right to attend and vote (or be represented) at the adjourned Meeting had actually participated at the adjourned Meeting); and

8. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

"Aster Group" means the Group Parent and any other present or future, direct or indirect subsidiaries of the Group Parent (which includes, for the avoidance of doubt, any entity with which the any Borrower may merge or be consolidated with at any time including as a result of a Permitted Reorganisation;

"Borrower" has the meaning given to it in the Bond Trust Deed;

"Consent Solicitation" means the invitation by the Issuer to all Eligible Bondholders to consent to the modifications referred to in this Extraordinary Resolution, as described in the Consent Solicitation Memorandum and as the same may be amended in accordance with its terms;

"Consent Solicitation Memorandum" means the consent solicitation memorandum dated 22 October 2020 prepared by the Issuer in relation to the Consent Solicitation;

"Eligible Bondholder" means each Bondholder who is (a) located and resident outside the United States and is not a U.S. person (as defined in Regulation S under the Securities Act) and (b) otherwise a person to whom the Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation;

"Group Parent" means Aster Group Limited and any entity with which the Group Parent may merge or be consolidated with at any time;

"Ineligible Bondholder" means each Bondholder who is not a person to whom the Consent Solicitation is being made, on the basis that such Bondholder is not an Eligible Bondholder;

"Permitted Reorganisation" has the meaning given to it in the Bond Trust Deed;

"Securities Act" means the U.S. Securities Act of 1933, as amended; and

"Solicitation Agent" means City & Continental Ltd as solicitation agent in respect of the Consent Solicitation."

BACKGROUND

Background to, and rationale for, the Meeting and the Consent Solicitation

Background

The Issuer issued the Bonds on 18 December 2013 (in a principal amount of £250,000,000) and on 23 May 2018 (in a principal amount of £200,000,000), which were constituted by the Bond Trust Deed.

The Issuer is a finance subsidiary within the Aster Group established for the purpose of raising finance and on-lending such finance for the benefit of certain members of the Aster Group. Pursuant to the Bond Trust Deed, the Issuer may only on-lend the proceeds of the Bonds to Aster Communities, Synergy Housing Limited and AGL (together the "Existing Borrowers") and any Additional Borrowers (together with the Existing Borrowers, the "Borrowers"). 

For these purposes, "Additional Borrower" means any entity which (i) is a charity; (ii) is a Registered Provider of Social Housing; (iii) is a member of the Aster Group; (iv) the Guarantor and each Borrower has consented to becoming an Additional Borrower; and (v) has acceded as a borrower to the Security Trust Deed originally dated 15 December 2008 (as amended and restated on 16 December 2011 and further amended and restated on 6 September 2013 (the "Security Trust Deed") between, inter alios, Aster Communities, Synergy Housing Limited and Prudential Trustee Company Limited.

Covenant

Pursuant to Condition 7.1(a) and Clause 15.1(p) of the Original Bond Trust Deed, the Issuer has covenanted that it will not engage in any activity or do anything other than carry out the business of a company which has as its purpose raising finance and on-lending such finance for the benefit of the Borrowers.

The Proposed Amendments

The purpose of the Meeting and the Consent Solicitation is to modify the covenant in Condition 7.1(a) and Clause 15.1(p) of the Original Bond Trust Deed to permit the Issuer to raise finance and on-lend such finance for the benefit of the members of the Aster Group, being AGL and any of its present or future, direct or indirect, subsidiaries, and not solely the Borrowers as currently permitted by the Conditions and the Bond Trust Deed (the "Proposed Amendments").

Reasons for the Proposed Amendments

The primary objective of the Issuer in seeking this modification is to align the covenant in Condition 7.1(a) and Clause 15.1(p) of the Original Bond Trust Deed with equivalent covenants in more recent bond issues by finance subsidiary issuers in the social housing sector established for the purpose of raising finance and on-lending such finance.

It will also allow the Issuer to act as the financing subsidiary for the wider Aster Group.

The Proposed Amendments and Implementation

The purpose of the Meeting and the Consent Solicitation is to modify the covenant in Condition 7.1(a) and Clause 15.1(p) of the Original Bond Trust Deed to permit the Issuer to on-lend finance for the benefit of the members of the Aster Group (as defined below), being AGL and any of its present or future, direct or indirect, subsidiaries, as opposed to the Borrowers (as defined in the Bond Trust Deed) as currently permitted by the Conditions and the Bond Trust Deed (the "Proposed Amendments").

If the Extraordinary Resolution is passed and the other conditions set out in paragraph 7 of the Extraordinary Resolution are satisfied, the Issuer intends to implement the Proposed Amendments by the execution and delivery, of the Second Supplemental Bond Trust Deed (the "Supplemental Bond Trust Deed") (which will amend the Bond Trust Deed and the Conditions) on or shortly after the date of the Meeting.

Bondholders are advised to review the draft Second Supplemental Bond Trust Deed in full before any decision is made with respect to the Extraordinary Resolution. Such documents are available as described under "General" below.

CONSENT SOLICITATION

The Issuer has invited Eligible Bondholders to vote in respect of and, if thought fit, to consent to the approval of the Extraordinary Resolution at the Meeting, as further described in the Consent Solicitation Memorandum.

The Consent Solicitation is only being made, and the Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitation are only for distribution or to be made available, to Eligible Bondholders.

Eligible Bondholders may obtain, from the date of this Notice, a copy of the Consent Solicitation Memorandum from the Tabulation Agent, the contact details for which are set out below. In order to receive a copy of the Consent Solicitation Memorandum, a Bondholder will be required to provide confirmation as to his or her status as an Eligible Bondholder.

Pursuant to the Consent Solicitation, each Eligible Bondholder from whom a valid Consent Instruction (as defined in the Consent Solicitation Memorandum) in respect of the Extraordinary Resolution is received by the Tabulation Agent by the deadline specified in the Consent Solicitation Memorandum will, subject to the conditions set out in the Consent Solicitation Memorandum (including the condition that the Extraordinary Resolution is passed), be eligible to receive payment of an amount equal to £0.20 for each £1,000 in principal amount of the Bonds outstanding that are the subject of such Consent Instruction (the "Work Fee"), all as more fully described in the Consent Solicitation Memorandum.

INELIGIBLE BONDHOLDER PAYMENT

Ineligible Bondholder Payment

Any Bondholder who is not an Eligible Bondholder, on the basis that such Bondholder is either (a) a U.S. person and/or located or resident in the United States and/or (b) a person to whom the Consent Solicitation cannot otherwise be lawfully made or that may not lawfully participate in the Consent Solicitation (each an "Ineligible Bondholder"), may not participate in the Consent Solicitation or be eligible to receive the Work Fee.

However, any Ineligible Bondholder may be eligible, to the extent permitted by applicable laws and regulations, to receive an equivalent amount to the applicable Work Fee (which is an amount equal to £0.20 for each £1,000 in principal amount of the Bonds that are the subject of the relevant Ineligible Bondholder Confirmation (as defined below)) (the "Ineligible Bondholder Payment").

To be eligible for the Ineligible Bondholder Payment, an Ineligible Bondholder must deliver, or arrange to have delivered on its behalf, a valid Ineligible Bondholder Confirmation that is received by the Tabulation Agent by 5.00 p.m. (London time) on 6 November 2020 (the "Ineligible Instruction Deadline") and is not subsequently revoked.

Only Ineligible Bondholders may submit Ineligible Bondholder Confirmations and be eligible to receive the Ineligible Bondholder Payment. Eligibility for the Ineligible Bondholder Payment is subject in each case to the Extraordinary Resolution being passed at the Meeting (or any adjourned Meeting) and the other conditions to the Extraordinary Resolution (as set out in paragraph 7 of the Extraordinary Resolution) being satisfied.

Where payable, Ineligible Bondholder Payments are expected to be paid by the Issuer to the relevant Ineligible Bondholders by no later than the fifth business day following the passing of the Extraordinary Resolution at the Meeting or (if applicable) adjourned Meeting.

By delivering, or arranging for the delivery on its behalf, of an Ineligible Bondholder Confirmation by the Ineligible Instruction Deadline, an Ineligible Bondholder will:

(a) waive its right to attend and vote (or be represented) at the Meeting (as the consequence of the eligibility condition set out in paragraph 7(c) of the Extraordinary Resolution is that the Extraordinary Resolution will only be implemented where it is passed irrespective of any participation at the Meeting by Ineligible Bondholders, such that the attendance and voting at the Meeting by an Ineligible Bondholder will be of no consequence for such implementation); and

(b) be deemed to agree, acknowledge and represent to the Issuer, the Solicitation Agent, the Tabulation Agent, the Bond Trustee and the Principal Paying Agent that:

(i) it is an Ineligible Bondholder;

(ii) it is not a Sanctions Restricted Person (as defined below);

(iii) none of the Issuer, the Solicitation Agent, the Tabulation Agent, the Bond Trustee and the Principal Paying Agent has given it any information with respect to the Extraordinary Resolution save (in the case of the Issuer) as expressly set out in this Notice, nor has any of them expressed any opinion about the terms of the Extraordinary Resolution or made any recommendation to it as to whether it should participate at the Meeting, or whether to vote in favour of or against (or how to vote in respect of) the Extraordinary Resolution;

(iv) it has made its own decision based on financial, tax or legal advice it has deemed necessary to seek and is assuming all the risks inherent in participating in the Extraordinary Resolution; and

(v) no information has been provided to it by the Issuer, the Solicitation Agent, the Tabulation Agent, the Bond Trustee, the Principal Paying Agent or any of their respective directors, officers, employees, agents, representatives or affiliates with regard to the tax consequences for Bondholders arising from the implementation of the Extraordinary Resolution or the receipt by it of the Ineligible Bondholder Payment (if applicable), and it acknowledges that it is solely liable for any taxes and similar or related payments imposed on it under the laws of any applicable jurisdiction as a result of its receipt of any Ineligible Bondholder Payment, and agrees that it will not and does not have any right of recourse (whether by way of reimbursement, indemnity or otherwise) against the Issuer, the Solicitation Agent, the Tabulation Agent, the Bond Trustee or the Principal Paying Agent, any of their respective directors, officers, employees, agents, representatives or affiliates, or any other person in respect of such taxes and payments.

To be eligible to receive the Ineligible Bondholder Payment, each Bondholder who submits an Ineligible Bondholder Confirmation must not attend, or seek to attend, the Meeting in person by conference call or other electronic means or make any other arrangements to be represented at the Meeting. Ineligible Bondholders may choose to attend and vote at the Meeting in person by conference call or other electronic means or to make other arrangements to be represented or to vote at the Meeting in accordance with the provisions for meetings of Bondholders set out in Schedule 3 to the Original Bond Trust Deed and as further described in this Notice. However, any such Bondholder will not be eligible to receive the Ineligible Bondholder Payment, irrespective of whether such Ineligible Bondholder has delivered an Ineligible Bondholder Confirmation.

For the purposes of this Notice:

(a) "Sanctions Authority" means:

(i) the United Kingdom;

(ii) the United States government;

(iii) the United Nations;

(iv) the European Union (or any of its member states);

(v) any other equivalent governmental or regulatory authority, institution or agency which administers economic, financial or trade sanctions; or

(vi) the respective governmental institutions and agencies of any of the foregoing including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury, the United States Department of State, the United States Department of Commerce and Her Majesty's Treasury; and

(b) "Sanctions Restricted Person" means each person or entity (a "Person"):

(i) that is, or is directly or indirectly owned or controlled by a Person that is, described or designated in (A) the most current "Specially Designated Nationals and Blocked Persons" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf) or (B) the Foreign Sanctions Evaders List (which as of the date hereof can be found at: http://www.treasury.gov/ofac/downloads/fse/fselist.pdf) or (C) the most current "Consolidated list of persons, groups and entities subject to EU financial sanctions" (which as of the date hereof can be found at: https://eeas.europa.eu/headquarters/headquarters-homepage_en/8442/Consolidated%20list%20of%20sanctions); or

(ii) that is otherwise the subject of any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in: (I) the most current "Sectoral Sanctions Identifications" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/ssi/ssilist.pdf) (the "SSI List"), (II) Annexes 3, 4, 5 and 6 of Council Regulation No. 833/2014, as amended by Council Regulation No. 960/2014 (the "EU Annexes"), or (iii) any other list maintained by a Sanctions Authority, with similar effect to the SSI List or the EU Annexes.

Submission of Ineligible Bondholder Confirmations

The Bonds are held by a common safekeeper for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking SA ("Clearstream, Luxembourg"). The submission of Ineligible Bondholder Confirmations (as defined below) will be deemed to have occurred upon receipt by the Tabulation Agent from Euroclear or Clearstream, Luxembourg, as applicable, of a valid confirmation (an "Ineligible Bondholder Confirmation") submitted in accordance with the requirements of Euroclear or Clearstream, Luxembourg, as applicable. Each such Ineligible Bondholder Confirmation must specify, among other things, the aggregate principal amount of the Bonds to which such Ineligible Bondholder Confirmation relates and the securities account number at Euroclear or Clearstream, Luxembourg, as applicable, in which the relevant Bonds are held. The receipt of such Ineligible Bondholder Confirmation by Euroclear or Clearstream, Luxembourg, as applicable, will be acknowledged in accordance with the standard practices of Euroclear or Clearstream, Luxembourg, as applicable, and will result in the blocking of the relevant Bonds in the relevant Ineligible Bondholder's account with Euroclear or Clearstream, Luxembourg, as applicable, so that no transfers may be effected in relation to such Bonds until the earlier of (i) the date on which the relevant Ineligible Bondholder Confirmation is validly revoked (including their automatic revocation on the termination of the Consent Solicitation) and (ii) the conclusion of the Meeting (or, if applicable, any adjourned Meeting).

Only Direct Participants (as defined under "Voting and Quorum" below) may submit Ineligible Bondholder Confirmation. Each beneficial owner of Bonds who is an Ineligible Bondholder and is not a Direct Participant, must arrange for the Direct Participant through which such beneficial owner of Bonds who is an Ineligible Bondholder holds its Bonds to submit an Ineligible Bondholder Confirmation on its behalf to Euroclear or Clearstream, Luxembourg, as applicable, before the deadlines specified by the relevant clearing system.

Ineligible Bondholders are advised to check with any bank, securities broker or other intermediary through which they hold their Bonds when such intermediary would need to receive instructions from a Bondholder in order for such Bondholder to submit an Ineligible Bondholder Confirmation by the deadline specified above. The deadlines set by any such intermediary and each clearing system for the submission and revocation of Ineligible Bondholder Confirmation will be earlier than the deadline specified above.

GENERAL

Copies of (a) the Bond Trust Deed; and (b) the current draft of the Second Supplemental Bond Trust Deed, each as referred to in the Extraordinary Resolution set out above, are available for inspection by Bondholders on and from the date of this Notice up to and including the date of the Meeting, at the specified offices of each of the Tabulation Agent and the Principal Paying Agent during normal business hours on any week day (Saturdays, Sundays and public holidays excepted) up to and including the date of the Meeting. Any revised version of the Second Supplemental Bond Trust Deed will be made available as described above and marked to indicate changes to the draft made available on the date of this Notice, and will supersede the previous draft of the relevant document and Bondholders will be deemed to have notice of any such changes. The Second Supplemental Bond Trust Deed shall also be available at the Meeting.

The attention of Bondholders is particularly drawn to the procedures for voting, quorum and other requirements for the passing of the Extraordinary Resolution at the Meeting or any meeting held following any adjournment of the Meeting, which are set out under "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 (including by way of submitting Consent Instructions in favour of the Extraordinary Resolution) as soon as possible.

BOND TRUSTEE AND PRINCIPAL PAYING AGENT

None of the Bond Trustee, the Principal Paying Agent or any of their respective directors, officers, employees, agents, representatives or affiliates has been involved in the formulation of, expresses any opinion on the merits of, or makes any representation whatsoever regarding, the Extraordinary Resolution or makes any recommendation as to whether Bondholders should participate in the Consent Solicitation or otherwise participate at the Meeting. Nothing in this Notice should be construed as a recommendation to Bondholders to vote in favour of, or against, the Extraordinary Resolution, or to participate in the Consent Solicitation or otherwise participate at the Meeting.

None of the Bond Trustee and the Principal Paying Agent has reviewed, nor will it be reviewing, any documents relating to the Consent Solicitation and/or the Extraordinary Resolution, except (in the case of the Bond Trustee) this Notice and the Second Supplemental Bond Trust Deed. None of the Bond Trustee, the Principal Paying Agent or any of their respective directors, officers, employees, agents, representatives or affiliates has verified, or assumes any responsibility for the accuracy or completeness of, any of the information concerning the Consent Solicitation, the Extraordinary Resolution, the Issuer, the Bonds or the factual statements contained in, or the effect or effectiveness of, this Notice or any other documents referred to in this Notice or assumes any responsibility for any failure by the Issuer to disclose events that may have occurred and may affect the significance or accuracy of such information. The Bond Trustee 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, as set out in this Notice, being put to Bondholders for their consideration.

VOTING AND QUORUM

Bondholders who have submitted and not revoked (in the limited circumstances in which revocation is permitted) a valid Consent Instruction or Ineligible Bondholder Confirmation in respect of the Extraordinary Resolution by 5.00 p.m. (London time) on 10 November 2020 (the "Expiration Deadline"), by which they will (i) (in the case of Consent Instructions) have given instructions for the appointment of one or more representatives of the Tabulation Agent by the Principal Paying Agent as their proxy to vote in the manner specified or identified in such Consent Instruction at the Meeting (or any adjourned Meeting) or (ii) (in the case of Ineligible Bondholder Confirmations) waived such rights, need take no further action to be represented at the Meeting (or any adjourned Meeting).

Bondholders who have not submitted or have submitted and subsequently revoked (in the limited circumstances in which such revocation is permitted) a Consent Instruction or Ineligible Bondholder Confirmation should take note of the provisions set out below detailing how such Bondholders can attend or take steps to be represented at the Meeting (references to which, for the purpose of such provisions, include, unless the context otherwise requires, any adjourned such Meeting).

1. Subject as set out below, the provisions governing the convening and holding of the Meeting (the Meeting Provisions) are set out in Schedule 3 to the Original Bond Trust Deed, copies of which are available from the date of this Notice to the conclusion of the Meeting (or any adjourned Meeting) as referred to above. For the purposes of the Meeting, a "Bondholder" means a Direct Participant.

2. All of the Bonds are represented by a global bond held by a common safekeeper for Euroclear and Clearstream, Luxembourg. For the purposes of this Notice, a "Direct Participant" means each person who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular principal amount of the Bonds.

A Direct Participant or beneficial owner of Bonds wishing to attend the Meeting in person by conference call or other electronic means must produce at the Meeting a valid voting certificate or certificates issued by a Paying Agent relating to the Bonds in respect of which it wishes to vote.

A Direct Participant or beneficial owner of Bonds not wishing to attend the Meeting in person by conference call or other electronic means may either deliver its valid voting certificate(s) to the person whom it wishes to attend on its behalf or the Direct Participant may (or the beneficial owner of the relevant Bonds may arrange for the relevant Direct Participant on its behalf to) give a voting instruction or an instruction to abstain from voting (by giving an instruction (an "Electronic Instruction") to block its Bonds and to vote or abstain in respect of the Meeting to Euroclear or Clearstream, Luxembourg in accordance with the procedures of Euroclear or Clearstream, Luxembourg, as applicable) requiring a Paying Agent to include the votes attributable to its Bonds or intention to abstain in respect of its Bonds in a block voting instruction issued by the Paying Agent for the Meeting or any adjourned Meeting, in which case the Paying Agent shall appoint a proxy to attend and vote or abstain at the Meeting in accordance with such Direct Participant's instructions.

A Direct Participant must request the relevant clearing system to block the relevant Bonds in its account and to hold the same to the order or under the control of the relevant Paying Agent not later than 48 hours before the time appointed for holding the Meeting in order to obtain voting certificates or give voting instructions in respect of such Meeting. In the case of Electronic Instructions, such blocking instructions are part of the electronic instructions that must be given and as part of any such electronic instructions each Bondholder must also confirm whether it is an Eligible Bondholder or an Ineligible Bondholder for the purposes of the Consent Solicitation. Bonds so blocked will not be released until the earlier of:

(a) the conclusion of the Meeting (or, if applicable, any adjourned Meeting); and

(b) in respect of:

(i) voting certificate(s), the surrender to the relevant Paying Agent of such voting certificate(s) and notification by the relevant Paying Agent to the relevant clearing system of such surrender or the compliance in such any other manner with the rules of the relevant clearing system relating to such surrender; or

(ii) voting instructions, not less than 48 hours before the time for which the Meeting (or, if applicable, any adjourned Meeting) is convened, the notification in writing of any revocation of a Direct Participant's previous instructions to the relevant Paying Agent and the same then being notified in writing by the relevant Paying Agent to the Issuer at least 24 hours before the time appointed for holding the Meeting and such Bonds ceasing in accordance with the procedures of the relevant clearing system and with the agreement of the relevant Paying Agent to be held to its order or under its control.

Bondholders should note that voting instructions (unless validly revoked) given and voting certificates obtained in respect of the Meeting shall remain valid for any adjourned Meeting.

3. The quorum required at the Meeting is one or more persons present and holding or representing in the aggregate more than 50 per cent. of the principal amount of the Bonds for the time being outstanding. If a quorum is not present within 15 minutes (or such longer period not exceeding 30 minutes as the chairman of the Meeting may decide) after the time appointed for the Meeting, the Meeting will be adjourned for a period of not less than 13 clear days and not more than 42 clear days, and to such place as may be appointed by the chairman of the Meeting, and the Extraordinary Resolution will be considered at such adjourned Meeting (notice of which will be given to the Bondholders in accordance with the Bond Trust Deed). The quorum at any adjourned Meeting will be one or more persons present (whatever the principal amount of the Bonds so held or represented by them). The holding of any adjourned Meeting will be subject to the Issuer giving at least 10 clear days' notice in accordance with the Meeting Provisions that such adjourned Meeting is to be held.

4. Every question submitted to the Meeting shall be decided in the first instance by a show of hands.

A poll may (before or on the declaration of the result of the show of hands) be demanded by the chairman of the Meeting, the Issuer, the Bond Trustee or any person present and holding or representing Bonds (whatever the principal amount of the Bonds so held or represented by them).

Unless a poll is duly demanded as described above, a declaration by the chairman of the Meeting that a resolution has been carried or carried by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

At the Meeting, (A) on a show of hands every person who is present in person by conference call or other electronic means and produces a voting certificate or is a proxy or representative shall have one vote and (B) on a poll every person who is so present shall have one vote in respect of each £1.00 in principal amount of the Bonds so represented by the voting certificate or in respect of which that person is a proxy or representative.

5. To be passed at the Meeting, the Extraordinary Resolution requires a majority in favour consisting of not less than 75 per cent. of the votes cast. If passed, the Extraordinary Resolution shall be binding on all Bondholders (whether or not present or represented at the Meeting and whether or not voting on the Extraordinary Resolution).

For the purposes of this Notice:

"24 hours" means a period of 24 hours including all or part of a day on which banks are open for business in London, Luxembourg and Brussels (disregarding for this purpose the day on which the meeting is to be held) and such period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included all or part of a day on which banks are open for business in London, Luxembourg and Brussels;

"48 hours" means a period of 48 hours including all or part of two days on which banks are open for business in London, Luxembourg and Brussels (disregarding for this purpose the day on which the meeting is to be held) and such period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included all or part of two days on which banks are open for business in London, Luxembourg and Brussels; and

"clear days" means, in respect of any period, that no account shall be taken of the day on which the period commences or the day on which the period ends.

Further or Alternative Regulations regarding the Meeting

In light of the ongoing developments in relation to COVID-19, it is unlikely that it will be possible and/or advisable to hold the Meeting as a physical meeting. Accordingly, any Bondholders who have indicated that they wish to attend the Meeting will be provided with further details about attending the Meeting by conference call or other electronic means. Bondholders who have requested that their votes are included in a block voting instruction will be unaffected by these alternative regulations and will not be requested to take any further action.

Pursuant to the Bond Trust Deed, the Bond Trustee may (after consultation with the Issuer where the Bond Trustee considers such consultation to be practicable but without the consent of the Issuer or the Bondholders) from time to time prescribe further or alternative regulations regarding the holding of the Meeting and attendance and voting thereat as the Bond Trustee may in its sole discretion reasonably think fit.

This Notice is given by Aster Treasury plc.

Bondholders should contact the following for further information:

Dated: 22 October 2020