Clarion Funding Plc (Euro MTN Prog): 02 October 2017

Under this £3bln Secured Euro Medium Term Note Programme, Clarion Funding plc may from time to time issue notes denominated in any currency agreed between the Issuer and the relevant Dealer. The maximum aggregate principal amount of all Notes from time to time outstanding under the Programme will not exceed £3bln (or its equivalent in other currencies).

The proceeds of the Notes of a Series will be advanced by the Issuer to Clarion Treasury Limited (formerly Circle Anglia Treasury Limited) (the Group Borrower) under a Loan Facility Agreement in relation to such Series, which will in turn on-lend such funds to one or more of Affinity Sutton Homes Limited (Affinity Sutton Homes), Circle Thirty Three Housing Trust Limited (Circle 33), Old Ford Housing Association Limited (Old Ford) and/or Russet Homes Limited (Russet and, together with Affinity Sutton Homes, Circle 33 and Old Ford, the Original Borrowers) under an On-Loan Agreement made between the Group Borrower and the relevant Original Borrower(s). Subject to certain conditions in the Loan Facility Agreement, the Group Borrower may also on-lend the proceeds of a Loan Facility Agreement to other qualifying members of the Clarion Housing Group.

Each of the Borrowers will guarantee the obligations of the Group Borrower to the Issuer under each Loan Facility Agreement. The Borrowers will create security over certain housing properties used for social housing accommodation (the Charged Properties) to secure the obligations of the Borrowers under the Deed of Guarantee. The Group Borrower will also grant security over its rights under each On-Loan Agreement by way of a security deed.