Notice of Adjourned Noteholder Meeting: 2034 Notes

Annington Funding PLC

13 October 2025

 

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS.  IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE OR ARE UNSURE OF THE IMPACT OF THE IMPLEMENTATION OF THE EXTRAORDINARY RESOLUTION TO BE PROPOSED, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE IMMEDIATELY FROM THEIR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED (IF THEY ARE IN THE UNITED KINGDOM) OR OTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER.

13 October 2025

ANNINGTON FUNDING PLC

(Incorporated with limited liability in England and Wales)

(the "Issuer")

NOTICE OF ADJOURNED NOTEHOLDER MEETING

to the holders of the

£625,000,000 3.685% Notes due 12 July 2034 (ISIN: XS1645518736) (the "2034 Notes") issued by the Issuer and guaranteed by Annington Limited, Annington Property Limited and Annington Homes Limited (the "Guarantors")

under the Issuer's £5 billion Euro Medium Term Note Programme (the "Programme")

The 2034 Notes are constituted by the trust deed dated 28 June 2017 between the Issuer and the Guarantors and BNY Mellon Corporate Trustee Services Limited as trustee (the "Trustee") (the "2017 Trust Deed") as amended on 27 September 2021 (the "2021 Trust Deed" and together with the 2017 Trust Deed, the "Trust Deeds"). Reference is made to the terms and conditions of the 2034 Notes (the "2017 Conditions"), as set forth in the 2017 Trust Deed. Unless otherwise defined herein, capitalised terms used in this notice shall have the meanings given to them in the 2017 Conditions or the 2017 Trust Deed.

NOTICE IS HEREBY GIVEN that a Meeting (a "Meeting") of the Noteholders of the 2034 Notes (the "2034 Noteholders") convened by the Issuer for 10 a.m. (London time) on 13 October 2025 held at the offices of Sullivan & Cromwell LLP, 1 New Fetter Lane, London EC4A 1AN by the notice dated 18 September 2025 (such notice, the "Notice of Original Meeting") was adjourned because a quorum was not present and the adjourned Meeting of the 2034 Noteholders will be held at the offices of Sullivan & Cromwell LLP, 1 New Fetter Lane, London EC4A 1AN on 27 October 2025 at 9:45 a.m. (London time) for the purpose of considering and, if thought fit, passing the resolutions set out in the Notice of Original Meeting (available here: http://www.rns-pdf.londonstockexchange.com/rns/9321Z_3-2025-9-18.pdf) as Extraordinary Resolutions in accordance with the provisions of the Trust Deeds.

A revised indicative timeline of the process for the approval of the Extraordinary Resolutions at an adjourned Meeting is as follows:

Event	Date
Notice of adjourned Meeting deemed delivered to 2034 Noteholders	13 October 2025
Final deadline for 2034 Noteholders to obtain a voting certificate or deliver a valid electronic instruction in respect of its 2034 Notes to the Information and Tabulation Agent via the Clearing Systems	4:00 p.m. (London time) on 24 October 2025
Adjourned Meeting of the 2034 Noteholders in respect of the 2034 Notes	9:45 a.m. (London time) on 27 October 2025
Announcement of the results of the adjourned Meeting	As soon as reasonably practicable after the conclusion of the adjourned Meeting

This notice, and any non-contractual obligations arising out of or in connection with it, is governed by, and shall be construed in accordance with, English law.

The contact details for the Information and Tabulation Agent are set out below:

THE INFORMATION AND TABULATION AGENT

Kroll Issuer Services Limited
The News Building
3 London Bridge Street
London
SE1 9SG
United Kingdom
Telephone: [phone]
Email: [e-mail]
Website: https://deals.is.kroll.com/annington

This Notice is given by:

ANNINGTON FUNDING PLC as Issuer

For further information, holders of the 2034 Notes should contact:

Annington Funding plc

Hays Lane House
1 Hays Lane
London
SE1 2HB

Investor Relations:	Stephen Leung
	Chief Financial Officer
	[phone]
Media:	[e-mail] Annington Funding plc Hays Lane House 1 Hays Lane London SE1 2HB

 

END