69FR Unilever 39

TIDM69FR

RNS Number : 6079H

Permanent Financing (No.9) PLC

31 May 2011

THIS ANNOUNCEMENT CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE EXISTING NOTES (AS DEFINED BELOW).

If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (if you are in the United Kingdom), or from another appropriately authorised independent financial adviser and such other professional advice from your own professional advisors as you deem necessary.

If you have recently sold or otherwise transferred your entire holding(s) of Existing Notes referred to below, you should immediately forward this document 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.

FURTHER INFORMATION REGARDING THE MATTERS REFERRED TO IN THIS ANNOUNCEMENT IS AVAILABLE IN THE NOTICE OF MEETINGS (THE "NOTICE") ISSUED BY THE NINTH ISSUER TODAY, INCLUDING THE EXPLANATORY MEMORANDUM ATTACHED THERETO, AND YOU ARE ENCOURAGED TO READ THIS ANNOUNCEMENT IN CONJUNCTION WITH THE SAME.

PERMANENT FINANCING (NO. 9) PLC

(the "Ninth Issuer")

NOTICE OF MEETINGS

FIRST MEETING

A meeting of the holders of the

EUR1,600,000,000 Series 4 Class A Residential Mortgage Backed Notes due 2033 (ISIN: XS0248264060)

GBP750,000,000 Series 5 Class A Residential Mortgage Backed Notes due 2042 (ISIN: XS0248268137)

(together the "Existing Class A Noteholders" and the "Existing Class A Notes" respectively)

SECOND MEETING

A meeting of the holders of the

EUR61,200,000 Series 4 Class B Residential Mortgage Backed Notes due 2042 (ISIN: XS0248265117)

(the "Existing Class B Noteholders" and the "Existing Class B Notes" respectively)

THIRD MEETING

A meeting of the holders of the

EUR64,600,000 Series 4 Class C Residential Mortgage Backed Notes due 2042 (ISIN: XS0248266511)

(the "Existing Class C Noteholders" and the "Existing Class C Notes" respectively)

(together, the Existing Class A Noteholders, the Existing Class B Noteholders and the Existing Class C Noteholders are referred to as the "Existing Noteholders"; together, the Existing Class A Notes, the Existing Class B Notes and the Existing Class C Notes are referred to as the "Existing Notes")

FOURTH MEETING

A meeting of the holders of the

EUR1,600,000,000 Series 4 Class A Residential Mortgage Backed Notes due 2033 (ISIN: XS0248264060)

(the "Series 4 Class A Noteholders" and the "Series 4 Class A Notes" respectively)

NOTICE IS HEREBY GIVEN that a separate meeting (each, a Meeting) at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD of the holders of:

-- all the Existing Class A Notes is hereby convened by the Ninth Issuer on 23 June 2011 at 12:30 pm (London time) and 1:30 pm (CET) for the purpose of considering and, if thought fit, passing the First Extraordinary Resolution set out below;

-- all the Existing Class B Notes is hereby convened by the Ninth Issuer on 23 June 2011 at 1:00 pm (London time) and 2:00 pm (CET) for the purpose of considering and, if thought fit, passing the First Extraordinary Resolution and the Second Extraordinary Resolution set out below;

-- all the Existing Class C Notes is hereby convened by the Ninth Issuer on 23 June 2011 at 1:30 pm (London time) and 2:30 pm (CET) for the purpose of considering and, if thought fit, passing the First Extraordinary Resolution and the Second Extraordinary Resolution set out below; and

-- all the Series 4 Class A Notes is hereby convened by the Ninth Issuer on 23 June 2011 at 2:00 pm (London time) and 3:00 pm (CET) for the purpose of considering and, if thought fit, passing the Second Extraordinary Resolution set out below,

in each case in accordance with the provisions of the ninth issuer trust deed dated 22 March 2006, as amended, restated and supplemented from time to time (the Ninth Issuer Trust Deed) made between the Ninth Issuer and The Bank of New York Mellon (the Note Trustee) and constituting the Existing Notes. The proposed amendments to be made to the documents as described in this Notice are together referred to as the Proposed Amendments.

Capitalised terms in this announcement shall, except where the context otherwise requires or save where otherwise defined herein or in the Notice issued by the Ninth Issuer today, bear the meanings ascribed to them in:

1. the draft Amended and Restated Master Definitions and Construction Schedule proposed to be entered into in connection with the Proposed Amendments; and

2. (to the extent not defined in the draft Amended and Restated Master Definitions and Construction Schedule) in the ninth issuer master definitions and construction schedule dated 22 March 2006, as amended and restated from time to time (the Ninth Issuer Master Definitions and Construction Schedule).

The Notice (including the Explanatory Memorandum) is available upon request from Lloyds Bank Corporate Markets.

The Notice (including the Explanatory Memorandum), the draft Amended and Restated Master Definitions and Construction Schedule and the Ninth Issuer Master Definitions and Construction Schedule are available for inspection by Existing Noteholders at the specified office of the Principal Paying Agent and in the Data Room (as defined below).

In accordance with normal practice, the Funding 1 Security Trustee, the Security Trustee and the Note Trustee (together, the Trustees) have not been involved in the formulation of the Proposed Amendments outlined in the Notice or the contents of the pre-recorded call referred to below and none of the Trustees expresses any opinion on the merits of the Proposed Amendments or the Extraordinary Resolutions or the contents of the pre-recorded call referred to below but each has authorised it to be stated that it has no objection to the Extraordinary Resolutions being submitted to Existing Noteholders for their consideration. Existing Noteholders should take their own independent advice on the merits and on the consequences of voting or not voting in favour of the Extraordinary Resolutions, including any tax consequences. The Trustees are not responsible for the accuracy, completeness, validity or correctness of the statements made in the Notice or in the pre-recorded call referred to below or omissions therefrom and make no representation that all relevant information has been disclosed to the ExistingNoteholders in or pursuant to the Notice or in the pre-recorded call referred to below.

The Notice 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 Ninth Issuer or any other entity. The distribution of the Notice may nonetheless be restricted by law in certain jurisdictions. Persons into whose possession the Notice comes are required to inform themselves about, and to observe, any such restrictions.

BACKGROUND

The Ninth Issuer proposes to make certain amendments to the Programme, for which Existing Noteholder approval is sought.

It is not expected that the proposed changes once implemented will have an adverse effect on the ratings of the Existing Notes.

The proposed changes are intended to accommodate certain revised counterparty criteria published by Standard & Poor's Financial Services LLC (S&P LLC) on 6 December 2010 (as amended and partially superseded on 13 January 2011) (the New S&P Counterparty Criteria) and revised counterparty criteria published by Fitch Ratings Limited (Fitch) on 14 March 2011 including the derivative addendum (the New Fitch Counterparty Criteria).

The New S&P Counterparty Criteria do not permit the grandfathering of existing notes or programmes and therefore the Programme and the Existing Notes issued under it may be directly impacted if the amendments required in order to implement the New S&P Counterparty Criteria are not so implemented. Fitch will apply the New Fitch Counterparty Criteria in its surveillance of the Programme and transactions may be subject to rating action if the exposure to counterparties is perceived to be material and counterparties choose not to follow the New Fitch Counterparty Criteria.

The amendments required in relation to the New S&P Counterparty Criteria must be implemented by 18 July 2011, whilst the changes required in relation to the New Fitch Counterparty Criteria are required to be implemented within a similar timescale to avoid such impact.

Failure to implement the changes in relation to the Programme may potentially result in (1) the ratings ascribed to all Existing Class A Notes as well as other Series and Classes of Notes by S&P and Fitch being downgraded or otherwise adversely affected and (2) other adverse consequences for the holders of all Classes of Existing Notes (including, without limitation, in relation to the price at which the Existing Notes may trade).

It is proposed that these New S&P Counterparty Criteria and New Fitch Counterparty Criteria will be accommodated by:

-- making certain modifications to ratings triggers and other ratings criteria contained in the Transaction Documents; and

-- replacing a portion of the credit enhancement currently provided in the form of funds standing to the credit of the Funding 1 General Reserve Fund with Funding 1 Z Loans (the Funding 1 Z Loans), to be loaned on a subordinated basis by Bank of Scotland plc (BOS) to Funding 1, which will be used to increase the Funding 1 Share of the Trust Property; and

-- increasing the amount of yield from the Loans in the Portfolio (on a post-Funding 1 Swap basis); and

-- making consequential changes to the Transaction Documents in order to reflect the above.

The proposed changes are intended to:

-- enable the current bank account provider to remain as Account Bank to the Ninth Issuer, Funding 1 and the Mortgages Trustee; and

-- ensure that the ratings ascribed to all Existing Class A Notes by S&P and Fitch will not be adversely affected as a result of the New S&P Counterparty Criteria and the New Fitch Counterparty Criteria and the other Existing Notes will not be adversely affected as described above.

Please note that the Amendment Documents have been delivered to the Rating Agencies for their review and it is expected that the Rating Agencies will notify the Ninth Issuer as to whether the Amendment Documents are acceptable to them. Should any Rating Agency provide notice prior to the execution of the Amendment Documents that such Rating Agency may take adverse rating action in relation to the Notes even if the Proposed Amendments are implemented, then the Amendment Documents will not be executed. The Ninth Issuer shall notify Existing Noteholders if that happens.

Please note that although the Note Trustee may have certain discretions under the Ninth Issuer Trust Deed to determine that any proposed modification(s) will not be materially prejudicial to the interests of the holders of any Class of Notes, there is no obligation on the Note Trustee to exercise any such discretion and the Note Trustee may not exercise any such discretion. Existing Noteholders are therefore urged to exercise their right to vote.

FORM OF EXTRAORDINARY RESOLUTIONS

FIRST EXTRAORDINARY RESOLUTION

The First Extraordinary Resolution will be proposed in separate meetings to the holders of (i) the Existing Class A Notes, (ii) the Existing Class B Notes and (iii) the Existing Class C Notes mutatis mutandis and is in the following terms (with only such changes as are required to reflect the holding of separate meetings of each such Class of Existing Noteholders):

"THAT this Meeting of the holders of the Existing Class [A/B/C] Residential Mortgage Backed Notes (the Notes) of Permanent Financing (No.9) PLC (the Ninth Issuer), constituted by a ninth issuer trust deed dated 22 March 2006 as amended, restated and supplemented from time to time (the Ninth Issuer Trust Deed) made between the Ninth Issuer and The Bank of New York Mellon (the Note Trustee) as trustee for the holders of the Notes (the Noteholders) HEREBY RESOLVES as an Extraordinary Resolution (as defined in the Ninth Issuer Trust Deed):

(a) (subject to paragraph (i) of this resolution) that each of the Ninth Issuer, the Note Trustee, the Security Trustee and each other party thereto or referred to therein is hereby authorised, directed, empowered and instructed to:

(i) implement the proposed changes set out in paragraph 1 of Schedule 1 to the Notice convening this Meeting (Explanatory Memorandum - Modifications that affect all ExistingNotes and subject to the First Extraordinary Resolution);

(ii) enter into the First Extraordinary Resolution Amendment Documents as set out in paragraph 3.1 of Schedule 1 to the Notice convening this Meeting (Explanatory Memorandum - Documentation to be entered into in connection with the Extraordinary Resolutions - First Extraordinary Resolution); and

(iii) concur in, and execute and do, all such other deeds, instruments, acts and things and take such steps as may be necessary and desirable to carry out and give effect to the First Extraordinary Resolution Amendment Documents, the proposed changes set out in paragraph 1 of Schedule 1 to the Notice convening this Meeting (Explanatory Memorandum - Modifications that affect all Existing Notes and subject to the First Extraordinary Resolution) and this Extraordinary Resolution,

in the case of the First Extraordinary Resolution Amendment Documents in substantially the same form as the drafts produced to this Meeting and signed by the chairman of this Meeting for the purpose of identification, with such non-material amendments (if any) as may be requested by the Ninth Issuer and approved by the Note Trustee and the Security Trustee, in their sole discretion, or required by the Note Trustee or the Security Trustee;

(b) (subject to paragraph (i) of this resolution) that the Ninth Issuer, the Note Trustee and the Security Trustee and each other party thereto is authorised, directed, empowered and instructed to comply with its obligations under the First Extraordinary Resolution Amendment Documents;

(c) (subject to paragraph (i) of this resolution) that the Ninth Issuer, the Note Trustee and the Security Trustee are authorised, directed, empowered and instructed to take all other actions and enter into such other agreements and give such authorisations and instructions to any person as they consider necessary or desirable in connection with the First Extraordinary Resolution Amendment Documents and the transactions contemplated therein;

(d) (subject to paragraph (i) of this resolution) that the amendments in the First Extraordinary Resolution Amendment Documents (in the form described in paragraph (a) above) are authorised and approved and the Ninth Issuer, the Note Trustee, the Security Trustee and the other parties thereto are authorised, directed, empowered and instructed, to the extent legally possible, to undertake the implementation of the First Extraordinary Resolution Amendment Documents on and subject to the conditions set out therein;

(e) to sanction every abrogation, modification, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Ninth Issuer, whether or not such rights arise under the Ninth Issuer Trust Deed, involved in or resulting from or to be effected by, the modifications referred to in paragraphs (a) to (d) of this Extraordinary Resolution and their implementation;

(f) to waive any and all requirements, restrictions or conditions precedent set forth in the Transaction Documents on any person, in respect of implementing the First Extraordinary Resolution Amendment Documents and the proposal set out in the Notice convening this Meeting;

(g) to discharge and exonerate the Ninth Issuer from all liability for which it may have become or may become responsible under any Transaction Document in respect of any requirements, restrictions or conditions precedent set forth in the Transaction Documents in connection with the First Extraordinary Resolution Amendment Documents or the proposed amendments set out in the Notice convening this Meeting or this Extraordinary Resolution or the implementation thereof;

(h) to discharge and exonerate each of the Note Trustee and the Security Trustee from any responsibility or liability for which it may have become or may become responsible under the Ninth Issuer Trust Deed, the Ninth Issuer Deed of Charge, the Notes or any Transaction Document or any document related thereto in respect of any act or omission in connection with the passing of this Extraordinary Resolution or the executing of any deeds, agreements, documents or instruments, the performance of any acts, matters or things done to carry out and give effect to the matters contemplated in the First Extraordinary Resolution Amendment Documents or the Notice convening this Meeting or this Extraordinary Resolution; and

(i) that the signing of the First Extraordinary Resolution Amendment Documents shall be in all respects conditional on:

(i) the requisite majority of holders of each of the Existing Class [A/B/C] Notes and the Existing Class [A/B/C] Notes voting in favour of the First Extraordinary Resolution in the same form (mutatis mutandis) to be proposed at separate meetings of such holders convened by the Ninth Issuer on or around 23 June 2011 or at any adjournment thereof; and

(ii) the requisite majority of the holders of each class of outstanding notes issued by each of Permanent Master Issuer PLC, Permanent Financing (No.6) PLC, Permanent Financing (No.7) PLC and Permanent Financing (No.8) PLC voting in favour of an extraordinary resolution which will be substantially similar to this Extraordinary Resolution and which will be proposed at separate meetings of such holders convened by those issuers on or around 22 June 2011 (in respect of Permanent Master Issuer PLC) and 23 June 2011 (in respect of the other issuers) or at any adjournment thereof; and

(iii) the requisite majority of the holders of the class A notes issued by Permanent Master Issuer PLC in September 2009, February 2010 and July 2010, voting in favour of an extraordinary resolution relating to certain amendments proposed to be made to the Funding 2 Yield Reserve (being the second extraordinary resolution set out in the Notice of Meetings issued by Permanent Master Issuer PLC on 31 May 2011), which will be proposed at separate meetings of such holders convened by Permanent Master Issuer PLC on or around 22 June 2011 or at any adjournment thereof,

or, as applicable, the Note Trustee determining in each case that the relevant modifications will not be materially prejudicial to the interests of the holders of such Class (or Series and Class, in the case of (iii) above) of Existing Notes and the note trustee appointed by each of Permanent Master Issuer PLC, Permanent Financing (No.6) PLC, Permanent Financing (No.7) PLC and Permanent Financing (No.8) PLC determining in each case that the relevant modifications will not be materially prejudicial to the interests of the holders of such class of notes issued by the relevant issuer.

Capitalised terms in this Extraordinary Resolution shall, except where the context otherwise requires or save where otherwise defined herein, bear the meanings ascribed to them in the Notice dated 31 May 2011 convening this Meeting."

SECOND EXTRAORDINARY RESOLUTION

The Second Extraordinary Resolution will be proposed in separate meetings to the holders of (i) the Series 4 Class A Notes (ii) the ExistingClass B Notes and (iii) the Existing Class C Notes and is in the following terms (with only such changes as are required to reflect the holding of separate meetings of each such class of Existing Notes):

"THAT this Meeting of the holders of the [the Series 4 Class A Notes / the Existing Class B Notes / the Existing Class C Notes] (the Notes) of Permanent Financing (No.9) PLC (the Ninth Issuer), constituted by a ninth issuer trust deed dated 22 March 2006 as amended, restated and supplemented from time to time (the Ninth Issuer Trust Deed) made between the Ninth Issuer and The Bank of New York Mellon (the Note Trustee) as trustee for the holders of the Notes (the Noteholders) HEREBY RESOLVES as an Extraordinary Resolution (as defined in the Ninth Issuer Trust Deed):

(a) (subject to paragraph (i) of this resolution) that each of the Ninth Issuer, the Note Trustee, the Security Trustee and each other party thereto or referred to therein is hereby authorised, directed, empowered and instructed to:

(i) implement the proposed changes set out in paragraph 2 of Schedule 1 to the Notice convening this Meeting (Explanatory Memorandum - Modifications that affect the holders of the Series 4 Class A Notes, the Existing Class B Notes and the Existing Class C Notes and subject to the Second Extraordinary Resolution);

(ii) enter into the relevant Second Extraordinary Resolution Amendment Documents as set out in paragraph 3.2 of Schedule 1 to the Notice convening this Meeting (Explanatory Memorandum - Documentation to be entered into in connection with the Extraordinary Resolutions - Second Extraordinary Resolution); and

(iii) concur in, and execute and do, all such other deeds, instruments, acts and things and take such steps as may be necessary and desirable to carry out and give effect to the relevant Second Extraordinary Resolution Amendment Documents, the proposed changes set out in paragraph 2 of Schedule 1 to the Notice convening this Meeting (Explanatory Memorandum - Modifications that affect the holders of the Series 4 Class A Notes, the Existing Class B Notes and the Existing Class C Notes and subject to the Second Extraordinary Resolution) and this Extraordinary Resolution,

in the case of the relevant Second Extraordinary Resolution Amendment Documents in substantially the same form as the drafts produced to this Meeting and signed by the chairman of this Meeting for the purpose of identification, with such non-material amendments (if any) as may be requested by the Ninth Issuer and approved by the Note Trustee and the Security Trustee, in their sole discretion, or required by the Note Trustee or the Security Trustee;

(b) (subject to paragraph (i) of this resolution) that the Ninth Issuer, the Note Trustee, the Security Trustee and each other party thereto is authorised, directed, empowered and instructed to comply with its obligations under the relevant Second Extraordinary Resolution Amendment Documents;

(c) (subject to paragraph (i) of this resolution) that the Ninth Issuer, the Note Trustee and the Security Trustee are authorised, directed, empowered and instructed to take all other actions and enter into such other agreements and give such authorisations and instructions to any person as they consider necessary or desirable in connection with the relevant Second Extraordinary Resolution Amendment Documents and the transactions contemplated therein;

(d) (subject to paragraph (i) of this resolution) that the amendments in the relevant Second Extraordinary Resolution Amendment Documents (in the form set out in paragraph (a) above) are authorised and approved and the Ninth Issuer, the Note Trustee, the Security Trustee and the other parties thereto are authorised, directed, empowered and instructed, to the extent legally possible, to undertake the implementation of the relevant Second Extraordinary Resolution Amendment Documents on and subject to the conditions set out therein;

(e) to sanction every abrogation, modification, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Ninth Issuer, whether or not such rights arise under the Ninth Issuer Trust Deed, involved in or resulting from or to be effected by, the modifications referred to in paragraphs (a) to (d) of this Extraordinary Resolution and their implementation;

(f) to waive any and all requirements, restrictions or conditions precedent set forth in the Transaction Documents on any person, in respect of implementing the relevant Second Extraordinary Resolution Amendment Documents and the proposal set out in the Notice convening this Meeting;

(g) to discharge and exonerate the Ninth Issuer from all liability for which it may have become or may become responsible under any Transaction Document in respect of any requirements, restrictions or conditions precedent set forth in the Transaction Documents in connection with the relevant Second Extraordinary Resolution Amendment Documents or the proposed amendments set out in the Notice convening this Meeting or this Extraordinary Resolution or the implementation thereof;

(h) to discharge and exonerate each of the Note Trustee and the Security Trustee from any responsibility or liability for which it may have become or may become responsible under the Ninth Issuer Trust Deed, the Ninth Issuer Deed of Charge, the Notes or any Transaction Document or any document related thereto in respect of any act or omission in connection with the passing of this Extraordinary Resolution or the executing of any deeds, agreements, documents or instruments, the performance of any acts, matters or things done to carry out and give effect to the matters contemplated in the relevant Second Extraordinary Resolution Amendment Documents or the Notice convening this Meeting or this Extraordinary Resolution; and

(i) that the signing of the relevant Second Extraordinary Resolution Amendment Documents shall be in all respects conditional on:

(i) the requisite majority of holders of each of the Existing Class A Notes, the Existing Class B Notes and the Existing Class C Notes voting in favour of the First Extraordinary Resolution which will be proposed at separate meetings of such holders convened by the Ninth Issuer on or around 23 June 2011 or at any adjournment thereof; and

(ii) the requisite majority of the holders of each class of outstanding notes issued by each of Permanent Master Issuer PLC, Permanent Financing (No.6) PLC, Permanent Financing (No.7) PLC and Permanent Financing (No.8) PLC voting in favour of an extraordinary resolution which will be substantially similar to the First Extraordinary Resolution and which will be proposed at separate meetings of such holders convened by those issuers on or around 22 June 2011 (in respect of Permanent Master Issuer) and 23 June 2011 (in respect of the other issuers) or at any adjournment thereof; and

(iii) the requisite majority of the holders of the class A notes issued by Permanent Master Issuer PLC in September 2009, February 2010 and July 2010, voting in favour of an extraordinary resolution relating to certain amendments proposed to be made to the Funding 2 Yield Reserve (being the second extraordinary resolution set out in the Notice of Meetings issued by Permanent Master Issuer PLC on 31 May 2011), which will be proposed at separate meetings of such holders convened by Permanent Master Issuer PLC on or around 22 June 2011 or at any adjournment thereof,

or, as applicable, the Note Trustee determining in each case that the relevant modifications will not be materially prejudicial to the interests of the holders of such Class (or Series and Class, in the case of (iii) above) of Notes and the note trustee appointed by each of Permanent Master Issuer PLC, Permanent Financing (No.6) PLC, Permanent Financing (No.7) PLC and Permanent Financing (No.8) PLC determining in each case that the relevant modifications will not be materially prejudicial to the interests of the holders of such class of notes issued by the relevant issuer.

Capitalised terms in this Extraordinary Resolution shall, except where the context otherwise requires or save where otherwise defined herein, bear the meanings ascribed to them in the Notice dated 31 May 2011 convening this Meeting."

GENERAL INFORMATION

PLEASE NOTE THAT ALTHOUGH THE NOTE TRUSTEE MAY HAVE CERTAIN DISCRETIONS UNDER THE NINTH ISSUER TRUST DEED TO DETERMINE THAT ANY PROPOSED MODIFICATION(S) WILL NOT BE MATERIALLY PREJUDICIAL TO THE INTERESTS OF THE HOLDER OF ANY CLASS OF NOTES, THERE IS NO OBLIGATION ON THE NOTE TRUSTEE TO EXERCISE ANY SUCH DISCRETION AND THE NOTE TRUSTEE MAY NOT EXERCISE ANY SUCH DISCRETION. EXISTING NOTEHOLDERS ARE THEREFORE URGED TO EXERCISE THEIR RIGHT TO VOTE.

The attention of Existing Noteholders is drawn, in particular, to the quorum required for the Meeting and for any adjourned meeting which is set out in paragraphs A and B of "Voting and Quorum" below. Having regard to such requirements, Existing Noteholders are strongly urged either to attend the Meeting or to take steps to be represented at the Meeting, as referred to below, as soon as possible.

VOTING AND QUORUM

The following is a summary of the arrangements which have been made for the purpose of Existing Noteholders voting in respect of the Extraordinary Resolutions to be proposed at the Meetings as set out above. These arrangements satisfy the requirements of the provisions contained in the Ninth Issuer Trust Deed relating to the meetings of Noteholders convened for the purpose of passing Extraordinary Resolutions. Full details of these arrangements are set out in Schedule 6 (Provisions for Meetings of Noteholders) to the Ninth Issuer Trust Deed.

Copies of the Ninth Issuer Trust Deed are available for inspection by the Existing Noteholders during usual business hours at the specified offices of the Principal Paying Agent, on any weekday (public holidays excepted) and in the Data Room up to and including the date of the Meeting and at the Meeting.

All the Existing Notes are represented by a global note and are held by a common depositary for Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, societe anonyme (Clearstream, Luxembourg) (the Clearing Systems).

Any Existing Noteholder who wishes to vote in respect of the Extraordinary Resolutions should: (i) in the case of a beneficial owner whose Notes are held in book-entry form by a custodian, request such beneficial owner's custodian to vote on the relevant Extraordinary Resolution(s) in accordance with the procedures set out below, or (ii) in the case of an ExistingNoteholder whose Notes are held in book-entry form directly in the relevant Clearing System, vote on the relevant Extraordinary Resolution(s) in accordance with the procedures set out below.

Existing Noteholders should note that the timings and procedures set out below reflect the requirements for Noteholder meetings set out in Schedule 8 (Provisions for meetings of Noteholders) to the Ninth Issuer Trust Deed, but that the Clearing Systems may have their own additional requirements as to timings and procedures for voting on the Extraordinary Resolutions. Accordingly, Existing Noteholders wishing to vote in respect of the Extraordinary Resolutions are strongly urged either to contact their custodian (in the case of a beneficial owner whose Notes are held in book-entry form by a custodian) or the relevant Clearing System (in the case of an Existing Noteholder whose Notes are held in book-entry form directly in the relevant Clearing System), as soon as possible.

A. For Notes held through Euroclear or Clearstream, Luxembourg:

Each person who is the owner of a particular nominal amount of the Notes, as shown in the records of Euroclear, Clearstream, Luxembourg or their respective accountholders (an Accountholder) should note that they are not the legal holders of the Notes for the purposes of the meeting and will only be entitled to attend and vote at the meetings in accordance with the procedures set out below.

1. An Accountholder wishing to attend and vote at a Meeting in person should contact the relevant Clearing System to make arrangements for the issue of a voting certificate in respect of the Notes in which they have an interest for the purpose of attending and voting at the meeting in person.

2. If an Accountholder wishes to obtain a voting certificate from the Principal Paying Agent, he must deposit or block his Note at least 48 hours before the time fixed for the relevant Meeting with or to the order of the Principal Paying Agent with a bank or other depository nominated by the Principal Paying Agent for the purpose.

3. If an Accountholder wishes the votes attributable to his Note to be included in a block voting instruction, (a) he must make arrangements for the votes relating to such Notes to be included in a block voting instruction with the relevant Clearing System in time for the relevant Clearing System to arrange for the Tabulation Agent to be appointed as a proxy (proxy) not later than 48 hours before the time fixed for the meeting; (b) he must deposit or block his Note at least 48 hours before the time fixed for the relevant Meeting with or to the order of the Principal Paying Agent with a bank or other depository nominated by the Principal Paying Agent for the purpose; and (c) he or a duly authorised person on his behalf must direct the Tabulation Agent how those votes are to be cast.

4. Each block voting instruction shall be deposited at such place as the Note Trustee shall designate or approve at least 24 hours before the time appointed for holding the relevant Meeting and in default the block voting instruction shall not be treated as valid unless the chairman of the relevant Meeting decides otherwise before the relevant Meeting proceeds to business. A copy of each block voting instruction shall be deposited with the Note Trustee before the commencement of the relevant Meeting but the Note Trustee shall not be obliged to investigate or be concerned with the validity or the authority of the proxy appointed.

5. An Accountholder whose Note(s) are held at the relevant Clearing System who wishes to obtain a voting certificate or give a voting instruction instructing the Principal Paying Agent in respect of such Note(s) to appoint a proxy to attend and vote at the relevant Meeting on his behalf should not less than 48 hours before the time appointed for the holding of the Meeting and within the relevant time limit specified by the relevant Clearing System, request the relevant Clearing System to block his Note(s) in his own account and hold the same to the order or under the control of the Principal Paying Agent in respect of such Note(s).

An Accountholder whose Note(s) have been so blocked will thus be able to obtain a voting certificate from, or procure that a voting instruction is given in accordance with the procedures of, Euroclear and/or Clearstream, Luxembourg, to the Principal Paying Agent. Notes so blocked will be released in accordance with the procedures of Euroclear and/or Clearstream, Luxembourg, as the case may be.

B. General provisions relating to the Meetings:

1. You may vote on the proposed Extraordinary Resolutions by either requesting a voting certificate in the manner described above which will allow you to attend and vote at the meeting as the bearer of a voting certificate or arranging to deliver voting instructions through the Clearing Systems or a form of proxy with respect to your Notes.

2. The quorum for each Meeting shall be two or more persons present holding or representing Notes or voting certificates or being proxies or representatives and holding or representing in the aggregate not less than fifty per cent. in Principal Amount Outstanding of the Notes of the relevant Class or of any one or more series of the same Class, as applicable.

3. If a quorum is not present within 15 minutes (or such longer period not exceeding 30 minutes as the chairman may decide) from the time fixed for the relevant Meeting, such Meeting will be adjourned in accordance with the provisions of the Ninth Issuer Trust Deed. At any adjourned meeting, the quorum shall be two or more persons present being or representing Noteholders, whatever the aggregate Principal Amount Outstanding of such Notes of the relevant Class or series of the same Class, as applicable, so held or represented. Noteholders should note that voting certificates obtained and proxies appointed in respect of a Meeting shall remain valid for the relevant adjourned Meeting unless validly revoked.

4. Each question submitted to the Meetings shall be decided in the first instance by a show of hands unless a poll is (before, or on the declaration of, the result of the show of hands) demanded by the chairman of the relevant Meeting, the Ninth Issuer, the Note Trustee or any person voting at the relevant Meeting.

5. On a show of hands every person who is present in person and who produces a voting certificate or is a holder of Notes or is a proxy or representative shall have one vote. On a poll every person who is so present shall have one vote in respect of each GBP1 or EUR1 (as applicable) in principal amount of the Notes so produced or represented by the voting certificate in respect of which he is a proxy or representative or in respect of which he is the holder. In the case of a single meeting of the holders of Notes of two or more Series and/or Classes which are not all denominated in the same currency, the Principal Amount Outstanding of any Note denominated in euro shall be converted into sterling at the relevant the rate at which euro is converted to sterling under the relevant Ninth Issuer Currency Swap Agreement or, if there is no relevant Ninth Issuer Currency Swap Agreement in effect at such time, the spot rate at which euro is converted into sterling . Without prejudice to the obligations of proxies, a person entitled to more than one vote need not use all his votes or cast all his votes in the same way. In a case of equality of votes, the Chairman of the Meeting shall, both on a show of hands and on a poll, have a casting vote in addition to the vote or votes (if any) which he may have as holder of a voting certificate or as a proxy.

6. To be passed, each Extraordinary Resolution requires a majority in favour consisting of not less than three-fourths of the persons voting at the relevant Meeting or, if a poll is duly demanded, by a majority consisting of not less than three-fourths of the votes cast on such poll.

If passed, each Extraordinary Resolution will be binding on all the Noteholders of the relevant Class and/or Series, as applicable, whether or not present at such Meeting and whether or not voting, and upon all the holders of the coupons relating to the Notes.

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following (together, the Noteholder Information) will be available (1) from the date of the Notice for inspection by Existing Noteholders at the specified office of the Principal Paying Agent and (2) from 1 June 2011 for inspection in an on-line data room accessible to Existing Noteholders at https://echo.irooms.net/MasterTrusts (the Data Room). Access to the Noteholder Information in the Data Room will be provided to Existing Noteholders on request to the Tabulation Agent and the production of evidence satisfactory to the Tabulation Agent of an entity's status as an Existing Noteholder and, in the case of a corporation, that the individual is a duly authorised representative of an Existing Noteholder:

(a) this RNS Notice;

(b) the full Notice incorporating the Explanatory Memorandum;

(c) the Base Prospectus of the Ninth Issuer dated 17 March 2006;

(d) for reference purposes, the Ninth Issuer Trust Deed, the master definitions and construction schedule as amended and restated on 8 April 2011 (the Master Definitions and Construction Schedule) and the Ninth Issuer Master Definitions and Construction Schedule;

(e) each of the following First Extraordinary Resolution Amendment Documents being (as defined in the Explanatory Memorandum: (i) the Amended and Restated Ninth Issuer Bank Account Agreement; (ii) the Amended and Restated Bank Account Agreement; (iii) the Amended and Restated Funding 1 Swap Agreement; (iv) the Funding 1 Z Loan Agreement; (v) the Sixth Supplemental Funding 1 Deed of Charge; (vi) the Amended and Restated Cash Management Agreement; (vii) the Amended and Restated Mortgages Trust Deed; (viii) the Amended and Restated Mortgage Sale Agreement; (ix) the Supplemental Ninth Issuer Trust Deed; (x) the Supplemental Ninth Issuer Deed of Charge; (xi) the Amended and Restated Master Definitions and Construction Schedule; and (xii) the Eleventh Deed of Accession to the Funding 1 Deed of Charge; and

(f) each of the following Second Extraordinary Resolution Amendment Documents being (as defined in the Explanatory Memorandum): (i) the New Series 4 Class A Ninth Issuer Currency Swap Agreement; (ii) the Series 4 Class A Novation Agreement; (iii) the New Series 4 Class B Ninth Issuer Currency Swap Agreement; (iv) the Series 4 Class B Novation Agreement; (v) the New Series 4 Class C Ninth Issuer Currency Swap Agreement; and (vi) the Series 4 Class C Novation Agreement.

The Notice should be read in conjunction with the Noteholder Information.

The Noteholder Information may be supplemented from time to time. Existing Noteholders should note that the Amendment Documents may be subject to amendment (where such amendments are in line with the Proposed Amendments) up until 10 days prior to the date fixed for the Meeting. Should such amendments be made, blacklined copies (showing the changes from the originally available Amendment Documents) and clean versions will be available for inspection at the specified office of the Principal Paying Agent and in the Data Room.

Existing Noteholders will be informed of amendments to the Amendment Documents by RNS and/or (where they have previously accessed the Data Room) by e-mail.

Existing Noteholders may access the Data Room or inspect the Amendment Documents at the specified office of the Principal Paying Agent one or more times prior to and on the date that Meetings are held.

Existing Noteholders who request access to the Data Room will be deemed to have authorised the Tabulation Agent to pass their details on to Bank of Scotland plc and its advisers.

CONTACT INFORMATION

Further information relating to the Proposed Amendments can be obtained from Lloyds Bank Corporate Markets directly:

Lloyds Bank Corporate Markets

10 Gresham Street

London EC2V 7AE

Telephone number: Bob Paterson: +44 (0) 20 7158 2110

Eliz Safa: +44 (0) 20 7158 2036

Email: structuredlm@lloydsbanking.com

The address of the Ninth Issuer, the Registrar, the Tabulation Agent, the Principal Paying Agent, the Security Trustee and the Note Trustee are set out below:

 
 Ninth Issuer                        Tabulation Agent 
 Permanent Financing (No.9) PLC      Lucid Issuer Services Limited 
  35 Great St Helen's                 Leroy House 
  London EC3A 6AP                     436 Essex Road 
                                      London N1 3QP 
                                      Telephone number: +44 (0)20 7704 
                                      0880 
                                      Email: Lloydsbank@lucid-is.com 
 Registrar                           Principal Paying Agent 
 Citibank, N.A.                      Citibank, N.A. 
  Citigroup Centre,                   Citigroup Centre, 
  Canada Square                       Canada Square 
  Canary Wharf                        Canary Wharf 
  London E14 5LB                      London E14 5LB 
                                      Telephone number: +44 (0)20 75005261 
                                      Email: georgia.mitchell@citi.com 
 Note Trustee and Security Trustee 
 The Bank of New York Mellon 
  One Canada Square 
  London E14 5AL 
 

ANNOUNCEMENTS

If the Ninth Issuer is required to make an announcement relating to matters set out in the Notice, any such announcement will be made in accordance with all applicable rules and regulations via (i) notices to the Clearing Systems for communication to Noteholders, (ii) an RNS announcement and/or (iii) a notice published on Bloomberg.

A pre-recorded call describing the Proposed Amendments will be available from 1 June 2011 to the date fixed for the holding of the Meetings.

The details for the call are:

UK Direct: +44 (0) 20 7136 9233

UK Freefone: 0800 032 9687

Passcode: 17344474

Permanent Financing (No. 9) PLC

Dated: 31 May, 2011

This information is provided by RNS

The company news service from the London Stock Exchange

END

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