32EK Housing Fin.nts

THIS NOTICE IS A REPLACEMENT OF THE NOTICE DATED 7 DECEMBER 2018 WITH THE HEADLINE “Notice to Noteholders”.

THE COLUMN IN THE TABLE BELOW MARKED “New Principal Amount Outstanding per £100 after redemption” HAS BEEN UPDATED FOR ACCURACY.

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

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

NOTICE TO NOTEHOLDERS

To the holders of the £192,270,000 8.25 per cent. Secured Loan-Backed Notes due June 2027 ISIN: XS0073407537

(the “Notes”)

issued by Housing Association Funding PLC

(the “Issuer”)

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

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

Please disregard the notice dated 7 December 2018 as the amortisation table was not correctly reflected. Please regard this notice as the accurate notice on all matters contained herein.

Partial Redemption occurring on the December 2018 IPD

We refer to the notice of the Issuer dated 5 December in which the Issuer informed Noteholders that it received funds from Paradigm Homes Charitable Housing Association Limited (formerly Chiltern Hundreds Housing Association Limited) in relation to the prepayment of its loan.

Pursuant to the Supplemental Trust Deed, the amount of the prepayment was, as is required, applied to partially redeem the Notes and pay Noteholders on the Interest Payment Date (as defined in the Trust Deed) falling in December 2018 (the “December 2018 IPD”) in accordance with the terms of the Transaction Documents as follows (the “December 2018 Redemption”):

• £3,142,030.52 was applied to redeem the Notes.This amount forms part of the total principal amount due and payable and which was applied to redeem the Notes on the December 2018 IPD of £5,997,484.34;

• £129,608.76 was applied in payment of interest due and payable in respect of the Notes.This amount forms part of the total interest amount due and payable and which was applied in respect of the Notes on the December 2018 IPD of £3,185,215.38;

• £1,018,738.25 was applied in payment of the Prepayment Premium; and

• £76,341.25 was or will be applied in repayment of outstanding fees, costs and expenses incurred by the transaction parties;

The Issuer wishes to inform Noteholders following the December 2018 Redemption, that the column headed “Principal Amount to be redeemed per £100” and the column headed “Principal Amount Outstanding Per £100 After Redemption”, in each case set out under the heading Mandatory Amortising Redemption at Condition 5(b) of the Notes shall be adjusted pursuant Condition 5(b) of the Notes.  This follows the adjustment set out in a notice to Noteholders dated 7 December 2017.  The figures in the column headed Principal Amount to be Redeemed per £100 shall be replaced with the figures in the column headed “New Principal to be Redeemed per £100” and the figures in the column headed and the column headed “Principal Amount Outstanding Per £100 After Redemption” shall be replaced with the figures in the column headed “New Principal Amount Outstanding per £100 after redemption”, in each case, as set out below:

Queries may be addressed to the Issuer as follows:

Housing Association Funding PLC:

Address:                 6th Floor, 65 Gresham Street, London, United Kingdom, EC2V 7NQ

Attention:               The Directors

Telephone:             + 44 207 7397 6372

Email:                    spvservices@linkgroup.co.uk

HOUSING ASSOCIATION FUNDING PLC

13 December 2018