61HZ.L Regulatory News (61HZ)

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 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 adviser, and such other professional advice from your own professional advisors as you deem necessary.

This Notice is addressed only to holders of the Notes (as defined below) to whom it may 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.

In accordance with normal practice, none of the Issuer, the Co-arranger, the Note Trustee, the Security Trustee, the Agents or their affiliates (or their respective directors, employees, officers, consultants or agents) expresses any view or opinion whatsoever as to the Proposed Amendments or the Amended Documents (each as defined below) or the information set out in this Notice or makes any representation or recommendation whatsoever as to any action to be taken or not taken by Noteholders in relation to the Proposed Amendments, the Amended Documents or this Notice, or any document prepared in connection with any of them. Accordingly, the Issuer, the Co-arranger, the Note Trustee and the Security Trustee urge Noteholders who are in doubt as to the impact of the implementation of the Proposed Amendments, the Amended Documents or this Notice or any document prepared in connection with any of them (including any tax or other consequences) to seek their own independent financial, tax and legal advice. None of the Issuer, the Co-arranger, the Note Trustee or the Security Trustee has made, or will make, any assessment of the merits of the Proposed Amendments, the Amended Documents or this Notice or the impact of the Proposed Amendments, the Amended Documents or this Notice on the interests of the Noteholders either as a class or as individuals.

NEWDAY PARTNERSHIP FUNDING 2015-1 PLC

1 Bartholomew Lane

London EC2N 2AX

(the "Issuer")

NOTICE OF SEPARATE MEETINGS ON 17 NOVEMBER 2020(this "Notice")

to the holders of the following notes of the Issuer presently outstanding

Series 2015-1

£185,250,000 Class A Asset-Backed Floating Rate Notes due 2021ISIN: XS1134518155 9.30 a.m.£22,500,000 Class B Asset-Backed Floating Rate Notes due 2021ISIN: XS1134518668 9.35 a.m.£14,000,000 Class C Asset-Backed Floating Rate Notes due 2021ISIN: XS1134519393 9.40 a.m.£10,125,000 Class D Asset-Backed Floating Rate Notes due 2021ISIN: XS1134523239 9.45 a.m.£6,875,000 Class E Asset-Backed Floating Rate Notes due 2021ISIN: XS1134528626 9.50 a.m.£5,500,000 Class F Asset-Backed Floating Rate Notes due 2021ISIN: XS1134535597 9.55 a.m.

(the "Notes")

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS.

NOTICE IS HEREBY GIVEN that, pursuant to the provisions of Schedule 4 (Provisions for Meetings of Noteholders) to the note trust deed entered into on 10 March 2015 between the Issuer and Citicorp Trustee Company Limited (the "Note Trustee") (the "Note Trust Deed"), separate meetings (each a "Meeting" and together the "Meetings") of the holders of each class of Notes (the "Noteholders") convened by the Issuer will be held via videoconference on 13 November 2020 at the Applicable Time (as defined below) in respect of each Class of Notes for the purpose of considering and, if thought fit, passing the applicable resolution in the form set out below, which will be proposed as an Extraordinary Resolution at the relevant Meeting in accordance with the provisions for the meetings of Noteholders set out in Schedule 4 (Provisions for Meetings of Noteholders) to the Note Trust Deed.

"Applicable Time" means, in respect of each Meeting, the time indicated above in respect of the relevant class of Notes or as soon as possible thereafter as the immediately preceding Meeting shall have concluded or been adjourned.

In light of the ongoing Coronavirus (COVID-19) outbreak, and in accordance with the provisions of the Note Trust Deed, further regulations regarding the holding of the Meetings have been prescribed providing that the Meetings (and any adjourned Meetings) will be held via videoconference. The Meetings will not be convened at a physical location.

The attention of Noteholders is particularly drawn to the procedures for voting, quorum and other requirements for the passing of the Extraordinary Resolutions at the Meetings or any meeting held following any adjournment of any Meeting, which are summarised below. Having regard to such requirements, Noteholders are strongly urged either to attend (via videoconference) the relevant Meeting or to take steps to be represented at the relevant Meeting (including by way of submitting instructions) as soon as possible.

Unless the context otherwise requires, capitalised terms used but not defined in this Notice shall have the meaning given in the Note Trust Deed, the terms and conditions of the Notes (the "Conditions"), the relevant Extraordinary Resolution or the prospectus issued by the Issuer in respect of Series 2015-1, as applicable.

Basis for Meetings and Extraordinary Resolutions

1. The Note Trust Deed contains provisions for convening meetings of Class A Noteholders, Class B Noteholders, Class C Noteholders, Class D Noteholders, Class E Noteholders and Class F Noteholders to consider matters relating to the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes and the Class F Notes respectively, including the modification of any provision of the Issuer Documents or to give any consent or direction sought by the Issuer as the Loan Note Holder in respect of Series 2015-1, under the terms of the Security Trust Deed and Cash Management Agreement (as supplemented by the Series 2015-1 Loan Note Supplement). Any such modification, consent or direction may be made if sanctioned by an Extraordinary Resolution.

2. Any modification of the Issuer Documents, the Series Documents or the Transaction Documents which has the effect of changing any date fixed for payment of principal or interest in respect of the Notes or any class of Notes will constitute a "Basic Terms Modification".

3. The quorum for any meeting convened to consider a Basic Terms Modification is two or more voters holding or representing in the aggregate not less than 75 per cent. of the aggregate Principal Amount Outstanding of the relevant class of Notes for the time being outstanding or, at any adjourned meeting, two or more voters holding or representing in the aggregate not less than 25 per cent. of the aggregate Principal Amount Outstanding of the relevant class of Notes for the time being outstanding. As the aggregate Principal Amount Outstanding of each class of Notes for the time being outstanding is represented by a Global Note Certificate, a single voter in relation thereto shall be deemed to be two voters for the purpose of the quorum of the Meeting in respect of the relevant class of Notes.

4. The majority required to pass an Extraordinary Resolution is 75 per cent. of the Principal Amount Outstanding of the relevant class of Notes in respect of which votes are cast at the relevant Meeting.

5. No Basic Terms Modification will be effective unless such Basic Terms Modification has been sanctioned by an Extraordinary Resolution of each class of Noteholders. Any Extraordinary Resolution duly passed will be binding on all Noteholders of the relevant class (whether or not they are present at the meeting at which such resolution was passed).

6. The Issuer is entitled to cancel each Meeting provided that notice of such cancellation is given to Noteholders no later than 24 hours before the time fixed for the relevant Meeting.

Background to Proposed Amendments

7. Each class of Series 2015-1 was fully cash collateralised on 8 October 2020 as a result of the issue of Series 2020-1 and the crediting of an amount of the issue proceeds of Series 2020-1 equal to the Series 2015-1 Investor Interest to the Series 2015-1 Principal Funding Ledger. Accordingly, Series 2015-1 is supported by the Accumulation Reserve Draw Amount for Series 2015-1 and the related Required Accumulation Reserve Amount for Series 2015-1.

8. As the necessary funds are available to redeem Series 2015-1 in full, the Issuer proposes to redeem Series 2015-1 on the date (the "Amended Scheduled Redemption Date") falling three Business Days after the passing of the last Extraordinary Resolution, with each class of Series 2015-1 being redeemed on such date at (a) par plus (b) the Redemption Premium (as defined below) plus (c) accrued but unpaid interest from (and including) the most recent Interest Payment Date to (but excluding) the Amended Scheduled Redemption Date. For these purposes, the "Redemption Premium" in respect of each class of Notes shall be the amount specified below which is greater than par which does not represent the accrued but unpaid interest. The total redemption price for each class of Notes will be as follows:

(a) Class A: 100.3990% of the par amount plus accrued but unpaid interest;

(b) Class B: 100.4143% of the par amount plus accrued but unpaid interest;

(c) Class C: 100.3381% of the par amount plus accrued but unpaid interest;

(d) Class D: 100.1984% of the par amount plus accrued but unpaid interest;

(e) Class E: 100.2137% of the par amount plus accrued but unpaid interest; and

(f) Class F: 100.1933% of the par amount plus accrued but unpaid interest.

For the avoidance of doubt, references above to "accrued but unpaid interest" are to interest accrued at the rate presently provided for in the Conditions (i.e. excluding the Redemption Premium).

9. Accordingly, it is proposed that the parties to the Note Trust Deed and the Series 2015-1 Supplement (the "Amended Documents") enter into a deed of amendment and restatement (the "Deed of Amendment and Restatement") so as to amend and restate the Amended Documents (and vary the terms and conditions of the Notes and the Series 2015-1 Loan Notes) in order to:

(a) change the Series 2015-1 Scheduled Redemption Date to the Amended Scheduled Redemption Date; and

(b) change the calculation of the Interest Amount in respect of each class of the Notes and the LN Rate in respect of each class of the Loan Notes to include the Redemption Premium.

By entering into the Deed of Amendment and Restatement, the Issuer proposes to (i) effect the proposed amendments to the Note Trust Deed, and (ii) concur with the Loan Note Issuer in effecting the proposed amendments to the Series 2015-1 Supplement.

A copy of the Note Trust Deed and drafts of the Deed of Amendment and Restatement and the Amended Documents (in blackline format) can be viewed at the following link: https://www.newday.co.uk/investor-relations/securitisation/securitisation/ (the changes set out in the blacklines of the Amended Documents being the "Proposed Amendments").

Extraordinary Resolutions

10. The following resolution shall be proposed as an Extraordinary Resolution of each Class of Notes, in each case at a separate meeting of such Class to be held at the Applicable Time, and each Extraordinary Resolution shall be in the following form save that references to "[Class of Notes]" shall be substituted with the applicable Class in respect of each Extraordinary Resolution:

"THAT this Meeting of the holders (together, the "Noteholders") of the presently outstanding [Class of Notes] (the "Notes") of NewDay Partnership Funding 2015-1 plc (the "Issuer") issued pursuant to a note trust deed entered into on 10 March 2015 between the Issuer and Citicorp Trustee Company Limited (the "Note Trustee") (the "Note Trust Deed"):

(a) approves and sanctions:

(i) the Proposed Amendments (as defined in the notice (the "Notice") convening the meeting at which this Extraordinary Resolution is passed); and

(ii) each Extraordinary Resolution of any other class of the presently outstanding notes of the Issuer in respect of the Proposed Amendments;

(b) authorises, directs, requests and empowers:

(i) the Issuer, the Note Trustee and the other parties to the Deed of Amendment and Restatement (as defined in the Notice) to enter into the Deed of Amendment and Restatement, in the form or substantially in the form referred to in paragraph 9 of the Notice, prior to the Amended Scheduled Redemption Date; and

(ii) the Issuer, the Note Trustee and the other parties to the Amended Documents to execute and to do all such other deeds, instruments, acts and things as may be necessary, desirable or expedient in their sole opinion to carry out and to give effect to this Extraordinary Resolution and the implementation of the matters referred to in this Extraordinary Resolution;

(c) authorises, directs, requests and empowers the Issuer (as Loan Note Holder) to concur with the Loan Note Issuer in effecting the proposed amendments to the Series 2015-1 Supplement;

(d) sanctions every abrogation, modification, variation, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Issuer whether or not such rights arise under the Conditions, the Note Trust Deed or otherwise, involved in, resulting from or to be effected by the matters referred to in paragraphs (a) to (c) of this Extraordinary Resolution and their implementation;

(e) discharges, holds harmless, indemnifies and exonerates the Note Trustee from all liability for which it may have become or may become liable under the Note Trust Deed or any other Issuer Document, Series Document or Transaction Document in respect of any act or omission in connection with this Extraordinary Resolution or its implementation, the matters referred to in this Extraordinary Resolution and any act or omission taken in connection with this Extraordinary Resolution or the implementation of the matters referred to herein;

(f) waives any claim Noteholders may have against the Note 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);

(g) approves that the Note Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into, the power and capacity of any person to enter into the Deed of Amendment and Restatement, the Amended Documents or any other documents implementing the Proposed Amendments, the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(h) acknowledges that, as used in this Extraordinary Resolution, capitalised terms used but not defined in this Extraordinary Resolution shall have the meaning given in the Note Trust Deed, the Notice, the terms and conditions of the Notes or the prospectus issued by the Issuer in respect of Series 2015-1, as applicable."

Process for Voting

11. ACTION IS REQUIRED TO BE TAKEN BY ANY NOTEHOLDER WHO AGREES WITH THE PROPOSED AMENDMENTS.

12. Subject as set out below, the provisions governing the convening and holding of each Meeting are set out in Schedule 4 (Provisions for Meetings of Noteholders) to the Note Trust Deed, copies of which are available from the date of this Notice to the conclusion of the Meetings (or any adjourned Meetings) as referred to above.

13. For the purposes of the Meetings, a "Noteholder" means a Direct Participant (as defined below). As all of the Notes are represented by Global Note Certificates and registered in the name of a common depository for and on behalf of the Clearing Systems, a "Direct Participant" means each person who is for the time being shown in the records of Euroclear and/or Clearstream, Luxembourg as the holder of a particular principal amount of the Notes.

14. A Direct Participant or beneficial owner of Notes wishing to attend (via videoconference) the relevant Meeting in person or by an appointed representative other than the Tabulation Agent (as defined below), must deliver to the Registrar (copied to the Tabulation Agent) not later than 48 hours before the time fixed for the relevant Meeting a valid Form of Proxy relating to the Notes in respect of which it wishes to vote. A Noteholder will receive details for joining the videoconference for the relevant Meeting from the Tabulation Agent, upon the Tabulation Agent and the Registrar being satisfied that any Noteholder requesting the same has provided evidence of its holdings of the relevant class of Notes.

15. A Direct Participant or beneficial owner of Notes not wishing to attend in person but wishing to vote at the relevant Meeting may arrange for the relevant Direct Participant on its behalf to give a voting instruction (by giving voting and blocking instructions to Euroclear or Clearstream, Luxembourg (a "Euroclear/Clearstream Instruction") in accordance with the procedures of Euroclear or Clearstream, Luxembourg) to be submitted to the Tabulation Agent requiring the Registrar to include the votes attributable to its Notes in a Block Voting Instruction issued by the Registrar for the relevant Meeting or any adjourned such Meeting, in which case the Registrar shall appoint a Proxy being a representative of the Tabulation Agent to attend (via videoconference) and vote at such Meeting in accordance with such Direct Participant's instructions. A Block Voting Instruction and a Form of Proxy cannot be outstanding simultaneously in respect of the same Note.

16. A Direct Participant must request the relevant clearing system to block the relevant Notes in its account and to hold the same to the order or under the control of the Registrar not later than 48 hours before the time appointed for holding the relevant Meeting in order to obtain a Form of Proxy or give voting instructions in respect of such Meeting. Notes so blocked will not be released until the earlier of:

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

(b)

(i) in respect of a Form of Proxy, the surrender to the Registrar of such Form of Proxy and notification by the Registrar to the relevant clearing system of such surrender or the compliance in any other manner with the rules of the relevant clearing system relating to such surrender; or

(ii) in respect of Block Voting Instructions, not less than 48 hours before the time for which the relevant Meeting (or, if applicable, any adjourned such Meeting) is convened, the notification in writing of revocation of a Direct Participant's previous instructions to the Registrar and such Notes ceasing in accordance with the procedures of the relevant clearing system and with the agreement of the Registrar to be held to its order or under its control.

17. Noteholders should note that voting instructions (unless validly revoked) given and Forms of Proxy obtained in respect of a Meeting shall remain valid for any adjourned Meeting.

18. Noteholders who have submitted and not revoked (in the limited circumstances in which revocation is permitted as set out in paragraph 16 above) a valid instruction in respect of the relevant Extraordinary Resolution at least 48 hours prior to the date of the Meetings, by which they will have given instructions for the appointment by the Registrar of one or more representatives of the Tabulation Agent as their Proxy to vote in favour of or against (as specified in the relevant instruction) the relevant Extraordinary Resolution at the relevant Meeting (or any adjourned such Meeting), or abstain from voting (as the case may be), need take no further action to be represented at the relevant Meeting (or any such adjourned Meeting).

19. The quorum required at each Meeting and adjourned Meeting is set out at paragraph 3 above. If the quorum requirements at both a Meeting and the relevant adjourned Meeting for any class of Notes are not met, neither the Issuer nor any other party will be entitled to enter into the Proposed Amendments.

20. To be passed, each Extraordinary Resolution requires a majority in favour of 75 per cent. of the Principal Amount Outstanding of the relevant class of Notes in respect of which votes are cast at the relevant Meeting or adjourned Meeting. If this majority is not met, neither the Issuer nor any other party will be entitled to enter into the Proposed Amendments. If all Extraordinary Resolutions are passed, the Issuer, the Note Trustee and the other parties to the Amended Documents will be authorised, directed, requested and empowered to enter into documentation to implement the Proposed Amendments on or prior to the Amended Scheduled Redemption Date and all Noteholders will be bound by such Proposed Amendments.

21. If each Extraordinary Resolution in respect of the Proposed Amendments is passed in accordance with this Notice, the Issuer (as Loan Note Holder in respect of the Series 2015-1 Loan Notes) will concur with the Loan Note Issuer in effecting the proposed amendments to the Series 2015-1 Supplement.

22. If a quorum is not present at any Meeting, such Meeting may be adjourned for a period of not less than 10 days and not more than 42 days, with the adjourned Meeting to be held via videoconference and at a time appointed by the Chairman of the Meeting, and the relevant Extraordinary Resolution will be considered at such adjourned Meeting (notice of which will be given to the Noteholders in accordance with the Conditions and the Note Trust Deed).

Miscellaneous

23. Additional notifications will be made to Noteholders in accordance with Condition 16 (Notices) as soon as reasonably practicable following:

(a) the Meetings, notifying Noteholders of the outcomes of the Meetings; and

(b) as required pursuant to the Conditions or otherwise at the election of the Issuer.

24. Noteholders with queries concerning the content of this Notice are kindly requested to contact the Issuer, NewDay Cards Ltd as the Co-arranger of Series 2015-1 or Lucid Issuer Services Limited as tabulation agent (the "Tabulation Agent") using the details set out below.

This Notice is given by

NEWDAY PARTNERSHIP FUNDING 2015-1 PLC

as Issuer

Dated --26 October 2020