Law Debenture p l c : Alba 2006-1 PLC - Notice of Meeting

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

NOTICE OF MEETINGS OF THE HOLDERS
(THE 'RELEVANT HOLDERS') OF THE OUTSTANDING

£119,100,000 Class A3a Mortgage Backed Floating Rate Notes due 2037 (ISIN: XS0254830499)

(the 'Class A3a Notes')

£80,000,000 Class A3b Mortgage Backed Floating Rate Notes due 2037 (ISIN: XS0254831893)

(the 'Class A3b Notes' and together with the Class A3a Notes, the 'Class A Notes')

£54,750,000 Class B Mortgage Backed Floating Rate Notes due 2037 (ISIN: XS0254833089)

(the 'Class B Notes')

£19,200,000 Class C Mortgage Backed Floating Rate Notes due 2037 (ISIN: XS0254833758);

(the 'Class C Notes')

£13,600,000 Class D Mortgage Backed Floating Rate Notes due 2037 (ISIN: XS0254834053)

(the 'Class D Notes')

£9,200,000 Class E Mortgage Backed Floating Rate Notes due 2037 (ISIN: XS0254834301)

(the 'Class E Notes', and together with the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes, the 'Notes')

£3,338,000 subordinated notes due 2037 (ISIN: XS0255043050)

(the 'Subordinated Notes')

R Certificates due 2037 (ISIN: XS0255420530)

(the 'R Certificates' and together with the Notes and the Subordinated Notes, the 'Relevant Securities')

Issued by
ALBA 2006-1 PLC
(the 'Issuer')
on 16 June 2006

Unless otherwise provided or the context otherwise requires, words and expressions defined or incorporated in Schedule 1 (the 'Master Definitions Schedule') of the Incorporated Terms Memorandum dated 16 June 2006 (as amended from time to time) between, amongst others, the Issuer and the Trustee) shall have the same meaning when used in this Notice.

The Trustee has not been involved in the formulation of the matters set out in this Notice, including, without limitation, the matters set out in section 1 (Background to the Extraordinary Resolution) (the 'Proposal') and, in accordance with normal practice, the Trustee expresses no opinion on the merits of the Proposal (which it was not involved in negotiating) or the Extraordinary Resolution and no opinion on whether Relevant Holders(as defined below) would be acting in their best interests voting for or against the Extraordinary Resolution but on the basis of the information contained in this Notice has authorised it to be stated that it has no objection to the Extraordinary Resolution being submitted to the Relevant Holdersfor their consideration. The Trustee makes no representation that all relevant information has been disclosed to Relevant Holdersin connection with the Proposal, the Extraordinary Resolution and this Notice. The Trustee is not responsible for the accuracy, completeness, validity or correctness of the statements made in this Notice or omissions from this Notice. Nothing in this Notice should be construed as a recommendation to Relevant Holdersfrom the Trustee to vote in favour of, or against, the Extraordinary Resolution. The Trustee recommends that Relevant Holderstake their own independent professional and financial advice on the merits and the consequences of voting in favour of, or against, the Extraordinary Resolution.

No person has been authorised to make any recommendation on behalf of the Issuer, the Trustee or the Principal Paying Agent as to whether or how the Relevant Holdersshould vote pursuant to the Proposal. No person has been authorised to give any information, or to make any representation in connection therewith, other than those contained herein. If made or given, such recommendation or any such information or representation must not be relied upon as having been authorised by the Issuer, the Trustee or the Principal Paying Agent.

This Notice is issued and directed only to the Relevant Holders and no other person shall, or is entitled to, rely or act on, or be able to rely or act on, its contents.

Each person receiving this Notice must make its own analysis and investigation regarding the Proposal and make its own voting decision, with particular reference to its own investment objectives and experience, and any other factors which may be relevant to it in connection with such voting decision. If such person is in any doubt about any aspect of the Proposal and/or the action it should take, it should consult its professional advisers.

Relevant Holders should refer to section 3 (Voting and Quorum) of this Notice for details concerning methods of voting in respect of the Extraordinary Resolution described in this Notice and quorum provisions in respect of the Relevant Holders' Meetings referred to below.

NOTICE IS HEREBY GIVEN to the holders of the Relevant Securities (the 'Relevant Holders') that pursuant to Condition 11 (Meetings of Noteholders, Modifications, Consents and Waiver) of the Terms and Conditions of the Notes, Condition 11 (Meetings of Subordinated Noteholders, Modifications, Consents, Waiver) of the Terms and Conditions of the Subordinated Notes and Condition 11 (Meetings of R Certificateholders, Modifications, Consents, Waiver) of the Terms and Conditions of the R Certificates and the provisions of Schedules 11, 13 and 14 to the Trust Deed separate meetings of the Relevant Holders of each class (each, a 'Relevant Holders' Meeting') convened by the Issuer will be held at the offices of Allen & Overy LLP, at One Bishops Square, E1 6AD London on 21 February 2020 at:

(a) 10:00 am (London time) (in respect of the Class A3a Notes);

(b) 10:20 am (London time) (in respect of the Class A3b Notes);

(a) 10:40 am (London time) (in respect of the Class B Notes);

(b) 11:00 am (London time) (in respect of the Class C Notes);

(c) 11:20 am (London time) (in respect of the Class D Notes);

(d) 11:40 am (London time) (in respect of the Class E Notes);

(e) 12:00 noon (London time) (in respect of the Subordinated Notes); and

(f) 12:20 noon (London time) (in respect of the R Certificates).

for the purpose of considering and, if thought fit, passing the resolution which will be proposed as an Extraordinary Resolution at each Relevant Holders' Meeting in accordance with the provisions of the Trust Deed.

1. Background to the Extraordinary Resolution

Condition 5(d) of the Terms and Conditions of the Notes provides as follows (emphasis added):

'(e) Optional Redemption

On or following the Payment Date on which the aggregate Principal Amount Outstanding of the Notes is equal to or less than 10 per cent. of the aggregate Principal Amount Outstanding of the Notes on the Issue Date, the Issuer may (and shall, if directed on any date after such Payment Date by the holders of a majority of the then Principal Amount Outstanding of the Subordinated Notes) give not more than 60 nor less than 30 days' notice to the Trustee and the Noteholders in accordance with Condition 13 to redeem all (but not some only) of the Notes at their Principal Amount Outstanding together with accrued and unpaid interest, provided that prior to giving any such notice, the Issuer shall have provided to the Trustee a certificate signed by two directors of the Issuer to the effect that it will have the funds, not subject to any interest of any other person, required to redeem the Notes as aforesaid and to pay or make provision for all amounts ranking in priority thereto.

The Cash Manager has confirmed to the Issuer that the Principal Amount Outstanding of the Notes as at the Closing Date was £556,250,000.00 and as at the Payment Date that fell in November 2019 was £80,232,543.23. As at such Payment Date the aggregate Principal Amount Outstanding of the Notes was therefore 14.42% of the aggregate Principal Amount Outstanding of the Notes on the Closing Date.

The Issuer seeks the approval of the Relevant Holders to amend Condition 5(d) of each class of Notes such that in each, the words '10 per cent.' will be replaced by the words '15 per cent.'.

Although the aggregate Principal Amount Outstanding of the Notes as at the Payment Date falling in November 2019 was 14.42% of the aggregate Principal Amount Outstanding of the Notes on the Closing Date, there is no certainty as to when this will reach 10%. The effect of the proposed change is that the Subordinated Noteholder would be able to exercise the option under Condition 5(d) (Optional Redemption) of the Terms and Conditions of the Notes. If the Subordinated Noteholder did exercise such option this would result in the Issuer redeeming all of the Notes at their Principal Amount Outstanding plus any accrued but unpaid interest in accordance with Condition 5(d) (Optional Redemption) of the Terms and Conditions of the Notes.

Whilst the Issuer understands that it is the current intention of the Subordinated Noteholder to exercise the option following a change to the call option, there can be no assurance that the Subordinated Noteholder would exercise such option and that the Notes would therefore be subject to early redemption.

The Issuer confirms that the Proposal is a Basic Terms Modification which requires an Extraordinary Resolution to be passed by holders of each class of Notes, Subordinated Notes and R Certificates which is outstanding.

Following the request from the Subordinated Noteholder to the Issuer, the Issuer now wishes to seek approval and consent from Relevant Holders pursuant to the Extraordinary Resolution.

2. Form of Extraordinary Resolution

'THATthis meeting of the holders of the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes, the Subordinated Notes and the R Certificates (the 'Relevant Securities') (the presently outstanding of Alba 2006-1 plc (the 'Issuer') constituted by a trust deed dated 16 June 2006 (as amended from time to time, the 'Trust Deed') as made between the Issuer and HSBC Trustee (C.I.) Limitedas trustee (the 'Trustee') for the holders of the Relevant Securities (the 'Relevant Holders') hereby by Extraordinary Resolution resolve:

1. to approve an amendment to Condition 5(d) of the Terms and Conditions of each class of Notes such that in each set of Terms and Conditions the words '10 per cent' be replaced by the words '15 per cent';

2. to approve the terms of the amendment deed relating to the Trust Deed in, or substantially in, the form produced to the Relevant Holders' Meeting between inter alios, the Trustee and the Issuer (the 'Deed of Amendment');

3. that the Trustee and Issuer are hereby authorised, directed, requested, ratified, sanctioned, instructed and empowered to concur in the amendments set out in paragraphs 1 and 2 above and, in order to give effect thereto and to implement the same, forthwith to execute the Deed of Amendment and to concur in, execute and do all such other deeds, instruments, acts and things as may be necessary or appropriate to carry out and give effect to this Extraordinary Resolution;

4. to hold harmless, discharge, indemnify and exonerate the Trustee from all liability for which it may have become or may become liable under the Trust Deed, the Relevant Securities or any other Transaction Document or otherwise in respect of any act or omission for which the Trustee may become responsible in connection with the amendments set out in paragraphs 1 and 2 above, or by reason of the implementation of, or the Trustee acting in accordance with, this Extraordinary Resolution or making any determination or exercising (or, as the case may be, not exercising) any other power or right conferred pursuant to, or arising out of this Extraordinary Resolution;

5. to sanction every abrogation, modification, compromise or arrangement in respect of the rights of the Relevant Holders appertaining to the Relevant Securities against the Issuer, whether or not such rights arise under the Trust Deed, involved in or resulting from or to be effected by, the modifications referred to in paragraphs (1) and (2) above and their implementation;6. that the Trustee is hereby authorised, directed, empowered, requested, ratified, sanctioned and instructed without the need for any further consent or approval to take (or refrain from taking, as the case may be) all such actions and things as may be required, necessary or desirable to implement and to give effect to this Extraordinary Resolution, including without limitation the execution of any documents, declarations, certificates, agreements, deeds or instruments (howsoever described) to give effect to this Extraordinary Resolution; 7. to agree, approve and acknowledge that the Issuer and the Trustee be hereby authorised and instructed not to obtain any legal opinions in relation to, or to make any investigations or enquiries into, the power and capacity of any person to enter into the Deed of Amendment or the due execution and delivery hereof and that they shall not be liable to any holder of the Relevant Securities for the failure to do so or for any consequences hereof;8. to irrevocably waive any claim that the Relevant Holders may have against the Trustee arising as a result of any loss or damage which it may suffer or incur as a result of the Trustee acting upon this Extraordinary Resolution or as a result of the Deed of Amendment being effective (including but not limited to circumstances where it is subsequently found that this resolution is not valid or binding on the Relevant Holders) and we further confirm that it will not seek to hold the Trustee liable for any such loss or damage; and9. that neither the Trustee nor the Issuer shall have any liability for acting upon this written resolution even though it may be subsequently found that there is a defect in the passing of this resolution or that for any reason this resolution is not valid or binding on the Relevant Holders.

Capitalised terms in this Extraordinary Resolution shall, except where the context otherwise requires or save where otherwise defined herein, bear the meanings given in or incorporated in the notice convening this Relevant Holders Meeting dated 29 January 2020.

Copies of the Trust Deed (including the Terms and Conditions of the Notes) and the draft Deed of Amendment are available for inspection by Relevant Holders on request to the Principal Paying Agent at the address set out at the end of this Notice.

3. Voting and Quorum

The provisions governing the convening and holding of the Relevant Holders' Meetings are set out in the Eleventh, Thirteenth and Fourteenth Schedules to the Trust Deed.

Participation

The Trustee, its legal counsel, its financial advisers and any representatives of a corporation being trustee of the Trust Deed and any director or officer of the Issuer and its legal counsel, its financial advisers and any representatives of the Issuer, and any other person approved to do so by the Trustee or by the Relevant Holders' Meeting may attend and speak at such meeting.

Save as aforesaid, no person shall be entitled to vote at any Relevant Holders Meeting unless he is in relation to a Meeting of any Noteholders, the bearer of a Voting Certificate, a Proxy at the Meeting or, in relating to a Meeting of the R Certificateholders, a Proxy or an R Certificateholder or, in relation to a Meeting of Subordinated Noteholders, a Proxy or a Subordinated Noteholder (a 'Voter'). Nothing herein shall prevent any of the Proxies named in any Block Voting Instruction or Form of Proxy from being a director, officer or representative of or otherwise connected with the Issuer.

Quorum

The quorum at any meeting of the Relevant Holders of any class of Relevant Securities for passing an Extraordinary Resolution that relates to a Basic Terms Modification is two or more persons holding or representing in the aggregate not less than 75 per cent. of the aggregate Principal Amount Outstanding of the Notes or Subordinated Notes of the relevant class then outstanding, as applicable, or, in relation to the R Certificates, two or more persons holding or representing not less than 75 per cent, of the R Certificates then outstanding, provided that any meeting which is convened at which Assured Guaranty (Europe) plc(or Assured Guaranty (Europe) plcin the place of A3b Noteholders) is entitled to attend shall not be quorate unless Assured Guaranty (Europe) plcis present.

Adjournment

If within 15 minutes after the time appointed for any such meeting a quorum is not present for the transaction of any particular business, then, the meeting shall, if convened upon the requisition of Relevant Holders, be dissolved. In any other case it shall stand adjourned for such period (which shall be not less than 14 days and not more than 42 days) and to such place as the Chairman determines (with the approval of the Trustee), provided that (a) the meeting shall be dissolved if the Issuer and the Trustee together so decide; and (b) no meeting may be adjourned more than once for want of a quorum.

At any such adjourned meeting, the quorum shall be two or more persons holding or representing not less than 25 per cent. of the aggregate Principal Amount Outstanding of the Notes or Subordinated Notes ofthe relevant class then outstanding, as applicable, or, in relation to the R Certificates, two or more persons holding or representing not less than 25 per cent. of the R Certificates then outstanding, provided that any adjourned meeting which is convened at which Assured Guaranty (Europe) plc (or Assured Guaranty (Europe) plc in the place of A3b Noteholders) is entitled to attend shall not be quorate unless Assured Guaranty (Europe) plc is present.

For thepurposes of each Relevant Holders' Meeting, a 'Relevant Holder' shall mean the persons for the time being shown in the records of the relevant clearing system (except for a clearing system in its capacity as an accountholder of another clearing system) as being holders of the Relevant Securities (each an 'Accountholder') in which regard any certificate or other document issued by the relevant clearing system as to the principal amount of the Relevant Securities standing to the account of any Accountholder shall be conclusive and binding for all purposes hereof.[1]

Procedure for Voting

A holder of a Relevant Security may require a Paying Agent to issue a Block Voting Instruction in respect of such Relevant Security by depositing such Note with such Paying Agent or (to the satisfaction of such Paying Agent) by such Relevant Security being held to its order or under its control or, in the case of a Note only, obtain a Voting Certificate in respect of such Note from a Paying Agent, in each case not less than 48 hours before the time fixed for the relevant meeting and (in the case of a Block Voting Instruction) instructing the Paying Agent that the vote should be cast in a particular way.The holder of any Voting Certificate (in relation to the Notes) or the proxies named in any Block Voting Instruction (in relation to any Relevant Securities) shall for all purposes in connection with the relevant meeting of Relevant Holders be deemed to be the Relevant Holder to which such Voting Certificate or Block Voting Instruction relates and the Paying Agent with which such Relevant Securities have been deposited or the person holding the same to the order or under the control of such Paying Agent shall be deemed for such purposes not to be the holder of those Relevant Securities. A holder of a Subordinated Note or of an R Certificate, as applicable, may, by a document in the English language available from the Registrar (a 'Form of Proxy') signed by an Instrumentholder or, in the case of a corporation, executed under its seal or signed on its behalf by a duly authorised officer and delivered to the Registrar not later than 48 hours before the time fixed for such Meeting, appointing a named individual or individuals to vote in respect of the Instruments held by such Instrumentholder (a 'Proxy') to act on his or its behalf in connection with any meeting of the Relevant Holders and any adjourned such meeting.

Show of Hands

Every question submitted to a meeting shall be decided in the first instance by a show of hands. Unless a poll is validly demanded before or at the time that the result is declared, the Chairman's declaration that on a show of hands a resolution has been passed, passed by a particular majority, rejected or rejected by a particular majority shall be conclusive, without proof of the number of votes cast for, or against, the resolution. On a show of hands every Voter present shall have one vote.

Poll

A demand for a poll shall be valid if it is made by the Chairman, the Issuer, the Trustee or one or more Voters representing or holding not less than one fiftieth of the aggregate principal amount of the outstanding Relevant Securities. The poll may be taken immediately or after such adjournment as the Chairman directs, but any poll demanded on the election of the Chairman or on any question of adjournment shall be taken at the Meeting without adjournment. A valid demand for a poll shall not prevent the continuation of the relevant Meeting for any other business as the Chairman directs. On a poll every Voter shall have, in relation to the Notes and the Subordinated Notes, one vote in respect of each £1,000 in aggregate amount of the outstanding Notes or Subordinated Notes, as applicable, represented or held by him and in respect of the R Certificates, one vote in respect of each R Certificate represented or held by him.

No Obligation to Exercise Vote

Without prejudice to the obligations of the proxies named in any Block Voting Instruction or form of proxy, any Voter entitled to more than one vote need not use all of its votes or cast all the votes to which it is entitled in the same way. In the case of a voting tie the Chairman shall have a casting vote.

Votes by Proxies

The proxies named in any block voting instruction or form of proxy and representatives need not be Relevant Holders.

Any vote by a Proxy in accordance with the relevant Block Voting Instruction shall be valid even if such Block Voting Instruction or any instruction pursuant to which it was given has been amended or revoked, provided that neither the Issuer, the Trustee nor the Chairman has been notified in writing of such amendment or revocation by the time which is 24 hours before the time fixed for the relevant Meeting.

Extraordinary Resolution

To be passed at the Relevant Holders' Meeting, the Extraordinary Resolution requires a majority of at least 75 per cent. of the votes cast.

If passed, at each meeting of the Relevant Holders of each class, the Extraordinary Resolution of the Relevant Holders shall be binding upon all the Relevant Holders whether or not present or whether or not represented at such meeting and whether or not voting and each of them shall be bound to give effect thereto accordingly.

Notice of the result of every vote on a resolution duly considered by the Relevant Holders shall be published (at the cost of the Issuer) in accordance with the Conditions and given to the Paying Agents (with a copy to the Issuer and the Trustee) within 14 days of the conclusion of the Meeting.

Principal Paying Agent

HSBC Bank plc

8 Canada Square, Canary Wharf

London E14 5HQ

Trustee

HSBC Trustee (C.I.) Limited

HSBC House

Esplanade

St Helier, Jersey JE1 1GT

Subject to the Extraordinary Resolution being passed by the Relevant Holders and all relevant documents being executed, the appointments set out above shall be become effective and the Relevant Holders will be notified thereof in accordance with the Conditions.

This notice is given by:

Issuer

Alba 2006-1 PLC

c/o Law Debenture Corporate Services Limited

Fifth Floor, 100 Wood Street

London EC2V 7EX

Dated 29 January 2020

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.