NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT. THIS NOTICE OR THE ELECTRONIC TRANSMISSION THEREOF 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.

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 have recently sold or otherwise transferred your entire holding(s) of Notes referred to below, you should immediately forward this Notice 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 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 are in any doubt as to the action you should take, you are recommended to seek your own financial and legal advice, including in respect of any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other financial, tax or legal adviser authorised under the Financial Service and Markets Act 2000, as amended (if you are in the United Kingdom), or from another appropriately authorised independent financial adviser and such other professional advice from your own professional advisers as you deem necessary.

PENARTH MASTER ISSUER PLC

(incorporated in England and Wales, Registered No. 06615304) 1 Bartholomew Lane

London, EC2N 2AX (the "Issuer")

NOTICE

to the holders of the following notes of the Issuer outstanding

£500,000,000 Series 2014-2 D1 Class D Asset Backed Floating Notes originally due 2021

and amended to be due 2028

(the "Series 2014-2 D1 Notes")

(ISIN: XS1117710142)

1.        Pursuant to Condition 16 (Notices) of the terms and conditions of the Series 2014-2 D1 Notes issued under the Issuer's medium term note programme (the "Programme"), the Issuer hereby gives notice that certain amendments will be made to:

(a)       the Class D (2014-2 D1) supplement to Global Loan Note No. 1 dated 20 October 2014 entered into by, among others, the Issuer and Deutsche Bank Trust Company Americas as security trustee (the "Security Trustee") (as amended, restated and/or novated from time to time prior to the Receivables Trust Effective Date (as defined below)) (the "Class D (2014-2 D1) supplement to Global Loan Note No. 1");

(b)       the loan note certificate in respect of the Class D £500,000,000 Series 2014-2 D1 Loan Note of Penarth Funding 1 Limited (the "Class D (2014-2 D1) Loan Note") dated 20 October 2014 (as amended, restated and/or novated from time to time prior to the Receivables Trust Effective Date) (the "Class D (2014-2 D1) Loan Note Certificate" and, together with the Class D (2014-2 D1) supplement to Global Loan Note No. 1, the "Relevant Receivables Trust Documents");

(c)       the note trust deed supplement supplemental to the Note Trust Deed in respect of the Series 2014-2 D1 Notes dated 20 October 2014 entered into by, among others, the Issuer and the Security Trustee (as amended, restated and/or novated from time to time prior to the Issuer Effective Date) (the "Series 2014-2 D1 Note Trust Deed Supplement");

(d)       the final terms in respect of the Series 2014-2 D1 Notes dated 12 July 2019 (as amended, restated and/or novated from time to time prior to the Issuer Effective Date (as defined below)) (the "Series 2014-2 D1 Final Terms"); and

(e)       the regulation S global note certificate in respect of the Series 2014-2 D1 Notes dated 20 October 2014 (as amended, restated and/or novated from time to time prior to the Issuer Effective Date) (the "Series 2014-2 D1 Reg S Global Note Certificate" and, together with the Series 2014-2 D1 Note Trust Deed Supplement and the Series 2014-2 D1 Final Terms, the "Relevant Issuer Documents"),

(the "Relevant Documents"). Capitalised terms used but not otherwise defined in this Notice shall have the meaning given to them in the Relevant Documents.

2.          The Relevant Issuer Documents will be amended effective from the Interest Payment Date in respect of the Series 2014-2 D1 Notes falling in January 2025, which is expected to occur on 20 January 2025. The purpose of the amendments is primarily:

(a)       to amend the Scheduled Redemption Date of the Series 2014-2 D1 Notes from 18 September 2028 to 18 September 2033;

(b)       to amend the Final Redemption Date of the Series 2014-2 D1 Notes from 18 September 2030 to 18 September 2035; and

(c)       to amend the Margin of the Series 2014-2 D1 Notes from 0.58 per cent. to 0.60 per cent.

3.         The Relevant Receivables Trust Documents will be amended effective from the Loan Note Interest Payment Date in respect of the Class D (2014-2 D1) Loan Note falling in January 2025, which is expected to occur on 20 January 2025. The purpose of the amendments is primarily:

(a)        to amend the Scheduled Redemption Date of the Class D (2014-2 D1) Loan Note from 18 September 2028 to 18 September 2033;

(b)        to amend the Final Redemption Date of the Class D (2014-2 D1) Loan Note from 18 September 2030 to 18 September 2035; and

(c)        to amend the Loan Note Interest Rate of the Series 2014-2 D1 Notes from Compounded Daily SONIA plus 0.58 per cent., as determined by the Calculation Agent with respect to each Loan Note Interest Period, to Compounded Daily SONIA plus 0.60 per cent., as determined by the Calculation Agent with respect to each Loan Note Interest Period.

4.        For further information and copies of the Relevant Documents as amended and restated, please contact:

                    Penarth Master Issuer plc

                   c/o CSC Management Services (UK) Limited (formerly Intertrust Management Limited)

                   1 Bartholomew Lane 

                    London, EC2N 2AX

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                     Tel:                 +44 (0)207 398 6300

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                    Fax:                +44 (0)207 398 6325

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                   Attention:       The Directors

This notice is given on     17 January     2025 by:

Penarth Master Issuer plc

1 Bartholomew Lane 

London, EC2N 2AX