GB Social Housing plc

Annual Review – Fixed Income Investors

1 July 2020

Disclaimer

PRIVATE AND CONFIDENTIAL DO NOT COPY/DO NOT DISTRIBUTE

For the purposes of the following disclaimer, references to “this presentation” shall mean these presentation slides (and any printed copies of them) and shall be deemed to include references to any related speeches made by or to be made by the management of or by GB Social Housing plc of The Future Business Centre, Kings Hedges Road, Cambridge CB4 2HY ("GBSH"), any questions and answers in relation thereto and any other related verbal or written communications.

This presentation may only be communicated or caused to be communicated in the United Kingdom to persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or high net worth entitles who fall within Articles 49(2)(a) to (d) of the Order (all such persons being referred to as “relevant persons”). Any investment or investment activity to which this presentation relates is available only to relevant persons and will be engaged only with relevant persons. Persons who are not relevant persons should not remain present for, or rely on, this presentation.

This presentation is being directed at you solely in your capacity as a relevant person (as defined above) for your information and may not be reproduced, redistributed or passed on to any other person or published, in whole or in part, for any purpose, without the prior written consent of GBSH.

The information in this document is confidential and subject to change without notice, its accuracy is not guaranteed, and it may be incomplete and is condensed. The information contained in this presentation is subject to updating, completion, revision or change, verification and amendment without notice. No representation or warranty, express or implied, is made by or on behalf of GBSH or any member of their group, or any of their directors, officers or employees or any other person as to the accuracy, completeness or fairness of the information or opinions contained in this presentation and no responsibility or liability is accepted for any such information or opinions save that nothing in this paragraph shall exclude liability for any representation or warranty made fraudulently. Nothing contained herein may be relied upon as a promise or representation whether as to the past or possible future performance. By accepting such information, the recipient agrees that it will, and it will cause its directors, partners, officers employees and representatives to use such information only to evaluate its potential interest in the services offered herein by GBSH and for no other purpose and will not divulge any such information to any other party. Any reproduction of such information, in whole or in part, is prohibited.

This presentation does not constitute a prospectus or offering documents in whole or in part and it is superseded by the final version of a prospectus or offering documents relating to the proposed transaction. Recipients of this presentation who intend to apply for securities issued by a member of the GBSH group are reminded that any application must be made solely on the basis of any information contained in the final version of the prospectus or offering documents, which may be materially different from the information contained in this presentation. No reliance may be placed for any purpose whatsoever on the information or opinions contained in this presentation or on its completeness.

This presentation may contain certain statements, statistics and projections that are or may be forward–looking. The accuracy and completeness of all such statements is not warranted or guaranteed. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may occur in the future. Although GBSH believes that the expectations reflected in such statements are reasonable, no assurance representation or warranty can be given that such expectations will provide to be correct. These are a number of factors which could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. The information contained herein does not purport to contain all of the information that may be required to evaluate the proposed services offered by GBSH and any recipient hereof should conduct its own independent analysis of the data referred to herein. GBSH disclaims any and all liability as to the information set forth herein or omissions herefrom, including, without limitation, any express or implied representation or warranty with respect to such information. Neither GBSH nor any affiliate of it expects to update or otherwise review the information contained herein. Additional information is available on request

Nothing in this presentation should be construed as a recommendation or advice to invest in any securities. You should make your own independent evaluation of the proposed transaction. This presentation does not constitute or form part of any offer or solicitation or invitation to any person to acquire any securities from GBSH or any members of its group in any jurisdiction. This presentation has not been prepared with regard to the specific investment objectives, financial situation or particular needs of any recipient.

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3

Table of Contents

Section 1 Summary 4

Section 2 Borrower Review 10

Section 3 Corporate Information 17

Section 4 Risk Management 24

Section 5 Appendix 27

4

Summary Section 1

• GB Social Housing plc (“GBSH”) is a finance company with the sole purpose of providing loans to the UK social housing sector. The

company is a loan aggregator and raises finance through the capital markets. Note proceeds are on-lent to eligible UK social housing

associations on a secured basis

• The GB Social Housing loan book grew at a steady rate during the period April 2019 to date, adding a total of £40,125,000 via 3 taps of the

2038 bond (total of £25,125,000), increasing Series 1 bond size to £299,125,000 and two taps of the new Series 2 2047 bond (total of

£15,000,000) bringing total GBSH bonds in issue across both series to £314,125,000

• All 21 existing GBSH borrowers are fully compliant with covenants, performing in line with their regulated business plans, all are generating

positive surpluses and all have COVID-19 contingency plans in place

• The GBSH loan pipeline is healthy with several loan offers in the market and more expected before year end

• GBSH continues to focus its marketing and selling activities on smaller/mid sized associations with strong credit profiles, providing long

term fixed rate loans to English, Scottish and Welsh registered providers and it is the leading provider of long dated fixed rate loans to small

UK associations

• GBSH has a stable and efficient operational base at the Future Business Centre, Cambridge with operating costs continuing to reduce

annually across a growing borrower base

5

Summary

• GB Social Housing plc rated A- (stable) by Standard & Poor’s

• All GBSH loans are match-funded (tenor, rate and currency) and no derivatives - simple long dated, fixed rate loans

• Detailed initial credit assessment of each potential borrower – focus on financials and covenant compliance

• Full credit assessment post loan offer – focus on business plan with full sensitivity analysis and also strategy, management and board

quality, stock quality/location/maintenance programme reviews and regulator discussions (where relevant)

• GB Social Housing plc board review and final sign-off on each loan application

• Quarterly loan surveillance for each GBSH borrower includes testing of financial covenants against monthly management accounts delivered

to GBSH and trend analysis of key numbers/ratios including debt/revenue, maintenance spend, capitalization, cash balances, voids and

arrears and a media scan (including regulatory postings). Quarterly results for all borrowers tracked in a traffic light system and reported to

the GBSH board in review meetings

• GBSH borrower profiles reflect smaller size and less complexity – making for conservative business plans and stable operating platforms

6

Summary – GBSH Focus on Credit

All new GBSH loans are subject to three key due diligence actions:

New Loan Screening and Approval

Each new loan is evaluated against the GBSH credit and lending policy. The GBSH board reviews and approves/rejects all loan applications,

independently from the Operations Manager

Legal Review

All legal documents relating to loans and security arrangements are drafted/reviewed by Trowers and Hamlins LLP and/or Harper MacLeod LLP

(Scots law), and Addleshaws Goddard LLP on behalf of the GBSH note trustee

Portfolio Management

Following disbursement of a new loan, the Operations Manager places the loan on surveillance and monitors it according to a defined

procedure (including an escalation process in the case of negative performance) and reports, at a minimum, quarterly to the GBSH board

7

Summary - Loan Due Diligence

Three Stage Credit Approval Process

Stage 1 – Initial Credit Analysis (“ICA”)

The ICA focuses on publicly available financial information as well as looking at key metrics which include:

− general corporate details: type of borrower, location and size, structure

− asset quality and operation: % general needs, condition of housing, vacancy rates, arrears and bad debts

− financial performance: including profitability, revenue mix, expense ratio, gearing and interest cover

− regulatory review: judgments and ratings (financial viability and governance)

Stage 2 – Full Credit Review

Comprehensive credit review including the following for each Borrower:

− annual audited accounts for past 3 years

− 30 year business plan (as filed with regulator): tested as per audited annuals + full sensitivity analysis (incl. development, rents/rates, voids/arrears and operating costs)

− review of Borrower profile including group structure and board/management composition and stability

− meeting with executive management and a site visit to inspect sampled housing stock

Stage 3 – Credit Approvals

Each credit application then requires approval from the GBSH board prior to agreeing any loan terms with prospective borrowers

8

Summary - New Loan Credit Reviews

Whilst impossible to accurately predict the combined trajectory of the COVID-19 and Brexit consequences and how these might affect GBSH asset values

and cashflows, GBSH management and board have been working on weatherproofing the firm against what might be the perfect storm. Below is a

summary of steps taken in preparation and also key issues that are relevant in preparing for the storm scenario

Key Steps taken by GBSH:

(i) All borrowers have now been placed on heightened surveillance watch meaning regular calls with finance directors and staff at each association each

quarter and requiring quarterly management accounts (including board/committee narratives) to be delivered to GBSH on time. GBSH credit staff

monitoring media and regulatory publications daily and regular calls with all three regulators (weekly in the case of the English regulator) to review

general trends and borrower specific issues, if any;

(ii) All GBSH borrower business plan sensitivity analyses have now been re-calibrated and re-run, accommodating GBSH COVID-19 stresses and these

analyses have been reviewed against each borrower’s existing credit profile, targeting weakening trends since initial loan drawdown. These trends are

reported to the GBSH board on at least a quarterly basis;

(iii) Specific weaknesses that could evolve into material issues are now actively discussed with borrowers. These include regulatory concerns around

accurate financial reporting, borrower assumptions (if any) on shared ownership and outright stock sales, not seeing material reductions in regular

and planned maintenance spend, staffing levels, especially critical functions falling below 40% due to isolation, care and support packages

(government, local authority and private providers) reducing or increasing costs and, more generally, lack of meaningful interim planning (given

business plans are now being delayed until later this year), especially around cashflow, liquidity and staffing;

(iv) All borrowers have been notified that early notice of potential risks to loan covenants is required and that compliance with financial covenants are our

base case assumption at all times; and

(v) All new GBSH loan applications also have to pass the new re-calibrated GBSH business plan sensitivity analyses and increased credit focus on liquidity,

asset quality and demonstrable ability of board and management being fully engaged in contingency planning and early stage adjustments to changes

9

Summary – COVID-19 + Brexit – the perfect storm scenario

10

Borrower ReviewSection 2

11

Borrower Review - GBSH Borrowers

Borrowers Units Managed Location Loan Amount (‘000) Loan Issue DateGBSH Covenant

Compliance as at 1 July 2020

Paradigm Homes Charitable HA Ltd 14,091 High Wycombe £50,000 12 Feb 13 ✓

Teign Housing 3,662 Newton Abbott £25,000 12 Feb 13 ✓

North Hertfordshire Homes Ltd - settle 9,043 Letchworth £10,000 12 Feb 13 ✓

Hillcrest HA Ltd 5,500 Dundee £33,407 17 Apr 14 ✓

Caledonia HA Ltd 7,162 Dundee £31,52617 Apr 14

24 Nov 17 ✓

Mount Green HA Ltd 1,500 Leatherhead £30,975

27 Mar 15

7 Mar 17

24 Nov 17

✓

Tamil Community HA Ltd 292 Tottenham Hale £9,20027 Mar 15

16 Jul 18✓

Mid Wales HA Ltd 1,600 Newtown £7,25923 Dec 15

24 Nov 17✓

Paragon HA Ltd 1,400 Grangemouth £8,929 23 Dec 15 ✓

North Devon Homes 3,187 Barnstaple £27,638 7 Mar 17 ✓

Harrogate HA Ltd 254 Harrogate £4,3567 Mar 17

24 Nov 17✓

Nehemiah UC HA Ltd 977 Birmingham £1,676 7 Mar 17 ✓

Ashton Pioneer Housing 937 Ashton under Lyne £8,900 24 Jul 17 ✓

Shropshire Rural HA Ltd 290 Shrewsbury £2,500 16 Jul 18 ✓

Milnbank HA Ltd 1,691 Glasgow £8,500 14 Nov 18 ✓

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Borrower Review - GBSH Borrowers - continued

Borrowers Units Managed Location Loan Amount (‘000) Loan Issue DateGBSH Covenant

Compliance as at 1 July 2020

Bro Myrddin HA Ltd 873 Carmarthen £8,000 14 Nov 18 ✓

Thistle HA Ltd 479 Glasgow £10,000 9 Apr 19 ✓

Arawak HA 1,057 Manchester 2,725 29 Jul 19 ✓

Housing for Women HA 923 London 5,000 17 Oct 19 ✓

Family Wales HA 2,791 Swansea 8,500 6 Mar 20 ✓

NG Homes 5,389 Glasgow 13,900 11 June 20 ✓

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Borrower Review - GBSH Borrower Regulatory Scores

Borrower Government Regulatory Ratings

Notes

Paradigm HA G1/V1 Stable

North Herts HA G1/V1 Stable

Teign G1/V1 Stable

Hillcrest HA Medium Engagement Systemically important, stable

Caledonia HA Medium Engagement Systemically important, stable

Mount Green HA G1/V2 Stable

Mid-Wales HA Closer Oversight Potential merger with Tai Ceredigion and closer oversight focus on governance issues

Tamil Community HA Sub 1,000 English RP Stable

Paragon HA Low Engagement Not systemically important, stable

Nehemiah CHA G2/V2 G1 to G2 downgrade 2019 -but stable

Harrogate HA Sub 1,000 English RP Stable

North Devon HA G1/V1 Stable

Ashton Pioneer Housing Sub 1,000 English RP Stable

Shropshire Rural HA Sub 1,000 English RP Stable

Milnbank HA Regulatory Plan – Governance Not systemically important, stable but continued governance review by SHR

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Borrower Review - GBSH Borrower Regulatory Scores

Borrower Government Regulatory Ratings

Notes

Bro Myrddin HA Standard Stable

Thistle HA Regulatory Plan - Governance Stable but SRL controlled pending future merger

Arawak HA G1/V1 Stable

Housing For Women HA Sub 1,000 English RP Stable

Family Wales HA Standard Stable

NG Homes Medium Engagement Systemically important, stable

Borrower Feedback

• Main focus for GBSH borrowers remain refinancing maturing or near maturing fixed rate loans and rolling short term variable rate debt

(RCF’s mostly) into longer term, fixed rate debt – so locking in a significant part of associations’ financing costs over longer term (+15 years)

• Invitations to tender for loans have now slowed down given current COVID-19 pressure, partly due to finance departments working to

complete sign-offs on 2019/20 audited accounts whilst having to provide re-stated business plans covering COVID-19 risks and potential

mitigants. Whilst regulators now expect plans to be formally filed in the autumn, association boards and committees all require re-stated

plans to be in place as soon as possible on the understanding that these plans will change over time

• Current indications from the GBSH borrower base confirm that they are all compliant with GBSH financial covenants and GBSH sensitivity

analyses shows continued compliance over plan period. Given the less complex/diverse nature of our client base, GBSH modelling of

borrower plans currently focus on the following issues:

- Rental arrears/voids increases due to rental payment reductions and tenancy terminations – these are trending slower than expected but

are likely to accelerate over the next few months

- Reducing stock maintenance (both planned and cyclical) and estate management costs with concomitant cost increases in future years

- Other staffing cost savings and expenses including potential access to government funding (furloughs) and changes to care support

packages with local councils

- Service provider continuity and associated cost changes, and

- Liquidity maintenance (current cashflows and reserves) and future timings and costs of treasury funding requirements

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Performance Review – Borrower Feedback

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Borrower Review - GBSH Borrower Geographic Distribution

England58%

Wales8%

Scotland34%

GBSH Borrowers - Geographic Distribution

England Wales Scotland

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Corporate InformationSection 3

Corporate Information – Mission and Targets

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Mission

To continue being a leading non-bank funder of United Kingdom housing associations, with particular focus on:

- Strong credits with experienced management teams

- Smaller to mid-size housing associations, and

- Housing associations with conservative business plans and the demonstrable ability to manage to financial covenants over time

Targets

- New Borrowers: Low 5 borrowers High 15 borrowers

- New Loans Issued: Low £40,000,000 High +£100,000,000

- Annual Operational Cost Achieve and maintain operational costs at or below 30bps average over life of all GBSH loans

- Loans Won/Loans Bid Ratio at or above 50% minimum

- S&P Rating Upgrade from A- to A rating

- Investors Grow the new 2047 series bond to benchmark size and continue growing the 2038 benchmark bond

- Regulators and Government Continue to maintain regular dialogue with all social housing regulators and Ministry of Housing, Communities & Local Government

• GB Social Housing plc and its dedicated management company, GBSH Management Ltd (the “Operations Manager”) are both wholly owned by GBSH

(Holdings) Ltd and all three GBSH companies are UK incorporated and registered

• The GBSH group of companies has charitable purpose and GBSH (Holdings) Ltd holds all shares of GB Social Housing plc in trust for a designated UK

housing charity

• GB Social Housing was established in 2012 by the UK asset management division of MBIA Inc, a global insurance company specialising in

public/infrastructure finance insurance in Europe (including the UK), USA and Australia. MBIA Inc. continues to hold £250,000 of non-voting preference

shares in GB Social Housing but has no other connection with the GB Social Housing group

• Other than the shareholding set out above, GB Social Housing plc has no other shareholders

• GB Social Housing only lends to registered providers of social housing in England, Wales and Scotland – all are Not For Profit

• In terms of material stakeholders/service providers, all firms providing services to the GBSH group of companies are engaged on arm’s length contracts,

are UK based and have no other trading or ownership relationship with any of the GBSH group of companies

• There has been one change to the GBSH group board composition during 2019/20 in the retirement of Sir Duncan Michael and his replacement by

Jennie Baster

• All three GB Social Housing companies share the same board of directors (all four board members are British citizens and resident in the UK), being

Jenny Baster, Mike Jones, John Pilkington and Gerhard Oberholzer

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Corporate Information – Governance, Social Ethos and Roots

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Corporate Information – Bonds in Issue

88,900,000

137,100,000 153,900,000

166,400,000

206,600,000 215,500,000

250,000,000

257,500,000

274,000,000

291,725,000

314,125,000

-

50,000,000

100,000,000

150,000,000

200,000,000

250,000,000

300,000,000

350,000,000

2013 2014 2015 2017 2018 2019 2020

GBSH BONDS IN ISSUE

Below is a summary set of performance indicators for GBSH since launch on 12 Feb 2013 to date

2013/14 2014/15 2015/16 2016/17 2017/18 2018/19 2020

Loans under Management (number) 3 5 9 12 18 23 27

Aggregate Loan Principal Amounts £85,000,000 £132,724,611 £162,024,567 £202,224,611 £265,113,839 £277,864,921 £307,989,921

2038 Gilt Holding £3,900,000 £4,400,000 £4,400,000 £4,400,000 £6,135,079 £6,319,963 £6,319,961

Annual Operational Cost (ex reserves) £859,031 £663,759 £576,682 £563,135 £718,701 £816,554 £867,213

Cash Reserves £302,445 £298,114 £288,110 £585,749 £561,491 812,554 937,887

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Corporate Information – GBSH Summary Indicators 2013 - 2020

Comprehensive Income Balance Sheet

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Corporate Information - 3 Year GBSH Historical Data

Year Ended (£) 31 Dec 19

(audited)

31 Dec 18

(audited)

31 Dec 17

(audited)

Interest receivable and similar

income

13,800,894 12,269,901 9,470,344

Interest payable and similar

charges(14,170,918) (12,182,829) (9,416,973)

Net interest income/expense (370,023) 87,072 53,371

Other income 1,112,434 929,869 1,119,382

Operating expenses (961,251) (829,895) (1,197,011)

Profit on ordinary activities before

taxation

(218,841) 187,046 (24,258)

Tax on profit on ordinary

activities

0 (4,940) 0

Profit/Loss for the financial period (218,841) 182,106 (24,258)

Year Ended (£) 31 Dec 19 31 Dec 18 31 Dec 17

Fixed assets (audited) (audited) (audited)

Investments 317,544,411 299,015,320 271,551,213

Current assets

Debtors 5,340,884 5,057,012 4,367,444

Cash at bank and in hand 1,158,722 3,421,561 24,921,296

Creditors: amounts falling due within one

year

(5,629,292) (7,758,569) (28,776,699)

Net current (liabilities)/assets 870,314 720,004 512,041

Total assets less current liabilities 318,414,725 299,735,324 272,063,254

Creditors: amounts falling due after more

than one year

(317,889,969) (298,991,727) (271,501,763)

Net (liabilities)/assets 524,756 743,597 561,491

Financed by:

Capital and reserves

Ordinary share capital 50,000 50,000 50,000

Preference share capital 250,000 250,000 250,000

Profit and loss account 224,756 443,597 261,491

Total shareholders’ funds 524,756 743,597 561,491

Operational Controls

• All GBSH cash payments are subject to the following controls:

- Quarterly internal review of all GBSH payments by GBSH board

- Cash payment instructions and process managed and controlled by external third party cash manager (Watermill) with pre-payment

authorization by Watermill MD level required (checked against actual invoices and accruals) and actual payment notified to GBSH with

payment only being processed upon the further express authorization of a GBSH director within the banking system

- Full external annual audit of GBSH accounts by Price Bailey LLP

- All GBSH payable invoices payable logged and cross-checked on Receiptbank prior to processing and aged payment statements produced

in real time by Watermill

• GBSH and GBSH Management Fees are fixed across all loans (both existing and new) at the same level and will require prior Noteholder and

GBSH board’s consent (and rating agency review) if ever to be changed, which is not contemplated, and GBSH preference shares (£250k) are

non voting and pay a discretionary dividend (none to date)

• All external service providers are appointed on arm’s length commercial terms and all contracts reviewed annually by the GBSH board

• Quarterly checks and reporting to the GBSH board in scheduled board meetings include:

- full group cash reconciliations

- credit reviews (including quarterly management account reviews and covenant checks) for each GBSH borrower

- GBSH cash versus required reserve analysis and contingency provision review

- financial market outlook review and regulatory impact assessment (covering social housing and financial markets)

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Corporate Information – Operational Controls

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Risk ManagementSection 4

Cashflow shortfalls, potentially leading to interest cover covenant breaches and ultimately, failure to repay loan principal

Given the current COVID-19 crisis, all GBSH borrowers are re-working their 30 year business plans to cover COVID related risks. Cashflows are going to

change materially with rental receipts reducing especially in next 1 – 3 years with reduced maintenance and staff costs offsetting some of the revenue

losses. All GBSH borrowers show positive surpluses for 2019 and we have no notice of potential breaches of GBSH covenants at this stage (with all

borrowers having a contractual duty to notify us of any potential breach in advance). Please also refer to COVID-19 mitigants above on page 9

Development costs spiral beyond plan, causing both cashflow and capital shortfalls/losses potentially leading to interest cover, gearing and/or asset

cover covenant breaches

A major differentiator of the GBSH borrower pool compared to either single rated or pool rated RPs is that GBSH borrower sizes are smaller and therefore

that development risk is much reduced compared to larger, more complex RPs. A number of GBSH borrowers take no direct development risk at all (only

taking new assets on when fully developed by others) whilst all GBSH borrowers have conservative development plans, well within their plan parameters

and also, especially in Scotland and Wales, supported by material government grant. All development is currently either reduced or delayed and though

GBSH exposure to development is limited across the loan pool, we will closely monitor development costs, timings and sales where applicable given current

enhanced surveillance being in place for all GBSH borrowers

Right to Buy, Shared Ownership and reliance on outright asset sale revenues reduce available stock and associated revenues over time

No GBSH borrowers (nor any future GBSH borrower taken through credit) rely on stock sale to show cover covenant compliance. RTB does not materially

affect GBSH borrowers though future regulatory changes are carefully monitored by GBSH and potential scenario planning is included in GBSH sensitivity

analyses of new and existing borrowers. Shared ownership staircasing has decreased since March 2020 and we are starting to see some indicative plan

assumptions of low to zero staircasing over the next 1 to 2 years

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Risk Management – Key GBSH Risks and Mitigants

Fire Regulations – post Hackitt report cost implications of adhering to new and more stringent fire regulation rules

Increased costs and administrative burdens are now evident at all GBSH borrowers and these are reflected in 30 year business plans. Immediate changes

reflect increase spend on dedicated fire officers and administering the new fire regulations with longer term capex also now appearing in plans covering

extensive refurbishing of fire prevention systems and insulation in existing stock. Whilst these are planned increases, the overall effect across 30 year plans,

whilst material, are manageable

Small English associations migrating to full regulatory supervision when units owned exceed 1000

Preparing for the transition is both expensive (in terms of consultancy fees and staffing resource) and it does amount to a comprehensive overhaul of the

organization and its processes including more detailed reporting to the regulator. Given the current COVID related changes to regulatory reporting, we do

not anticipate any borrower to transition to full regulatory supervision during this year and so also do not expect any adverse effect on either their

cashflows or staffing levels

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Risk Management – Key GBSH Risks and Mitigants continued

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AppendixSection 5

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GBSH Structure

Selected Charities

GB Social Housing (Holdings) Ltd

GB Social Housing plc

Cash and

Securities

Accounts

(including Reserve

Account) Secured Note Investors

Liquidity

Borrower #1Charged Housing

Stock

Operational Costs and Expenses

including Listing, Rating and Audit

Fees

Note Programme

Borrower #2Charged Housing

Stock

100% legal ownership and beneficially held for charitable purpose

100% legal and beneficial ownership

Loan

Admin Fee

Loan Interest and Principal

Loan

Admin Fee

Loan Interest and Principal

Fees and Expenses Liquidity Cost

Note Subscription

Note Interest and Principal

GBSH Management Ltd

100% legal and beneficial ownership

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GBSH Operations – Service Provision

Cash Bank

Barclays PLC

Service Manager – Watermill

Accounting

Cash Administration

Accounting/Bookkeeping

Corporate Secretarial

Loan Administration

Operations Manager – GBSH Manco

Day-to Day Management

Loan Origination

Credit/Surveillance

Service Provider Management

Loan/Corporate Counsel - Scotland

Harper MacLeod

Bond Counsel

Addleshaws Goddard

Securities Bank & IPA

BNP Paribas

TISE Listing Agent

Walkers

Internal Auditor

TIAA

Rating Agency

Standard & Poors

Loan/Corporate Counsel

Trowers & Hamlins

Bond Dealer

Barclays PLC

GBSH Board of Directors

John Pilkington (Chair)

Jenny Baster

Mike Jones

Gerhard Oberholzer

Day to Day Management

Bank Counterparties

Legal Counsel

Other 3rd Party Service Providers

External Auditor

Price Bailey

Support Manager – Allia

Clerical/Secretarial Services

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GBSH Loan Covenant Summary

Lender GB Social Housing PLC

Loan Type Term Loan – 2 maturity options offered - 2038 and 2049

Financial Covenants

7 Financial Covenant Options – borrower’s option but always subject to prior GBSH credit approval

Option 1: Asset Cover 105% (EUV)/115% (MVT), Interest Cover 110% annual and 120% over 3 years rolling,

gearing 65% (historic cost basis)

Options 2 – 6 offer reductions in interest cover and/or increases in gearing (max 5%) for higher asset cover -

ranges from 115% (EUV)/125% (MVT) to 140% (EUV)/150% (MVT)

Option 7: Asset Cover 140% (EUV)/150% (MVT) only plus Net Income test

Prior Lender Consent

Requirement

Borrower mergers, affiliates, transfer of engagements or assignment of loan rights and obligations, subsidiaries,

change of accounting date, on-lending more than 25% of capital and reserves, security release and substitution

(if more than once per year), disposal of charged assets (other than as per terms of loan agreement), change of

constitutional documents prejudicial to GBSH as lender – failure to obtain consent is loan event of default

Negative Pledge No encumbrance on properties charged to GBSH

Information Required

Includes annual audited accounts, quarterly management accounts, business plans (as filed with regulator),

changes in executive management and chair, full secured stock valuation every 5 years, desktop valuations

annually, loss of registered provider status, any adverse regulatory action

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The Future Business Centre

King’s Hedges Road

Cambridge

CB4 2HY

www.gbsocialhousing.com

GB Social Housing plc: incorporated in England and Wales with registration number 7165018

GBSH Management Ltd: incorporated in England and Wales with registration number 9686112