Portmand Square 2021-NPL1 DAC - Consent Solicitation - Launch

NOTICE OF PROPOSED AMENDMENTS: PORTMAN SQUARE 2021-NPL1 DAC to the holders of the following notes of the Issuer presently outstanding €365,405,000 Class A Mortgage Backed Floating Rate Notes due 2061 (Regulation S ISIN: XS2405876025; Rule 144A ISIN: XS2405876454) €32,480,000 Class B Mortgage Backed Floating Rate Notes due 2061 (Regulation S ISIN: XS2405876298; Rule 144A ISIN: XS2405876611) €684,796,000 Class Z Mortgage Backed Floating Rate Notes due 2061 (Regulation S ISIN:XS2405876371; Rule 144A ISIN: XS2405876702)

(the "Notes")

24 MAY 2023

Full announcement available via Euronext

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"Consent Solicitation

The Issuer today announces a solicitation (the "Consent Solicitation") to consider and, if thought fit, pass the Written Resolutions approving the Proposed Amendments and the Proposals by signing a Consent Instruction (each as defined in the Consent Solicitation Memorandum, as defined below) on the terms and subject to the conditions set forth in the consent solicitation memorandum dated 24 May 2023 (the "Consent Solicitation Memorandum"). Copies of the Consent Solicitation Memorandum can be viewed at the following website https://www.citidirect.com.

The Consent Solicitation begins on the date of the Consent Solicitation Memorandum.

The consent deadline for the Consent Solicitation is 5:00 p.m. (London time) on 23 June 2023 (as may be extended by the Issuer) (the "Consent Deadline").

Consent Instructions shall, for all purposes, constitute and take effect as Extraordinary Resolutions approving the Proposed Amendments once signed by or on behalf of the holders of not less than 75% in principal amount of the then outstanding Notes of the relevant Class in accordance with the Note Trust Deed. A Noteholder that has delivered, or arranged to have delivered on its behalf, a valid Consent Instruction shall be deemed to have provided its Consent to the Proposed Amendments.

To participate in the Consent Solicitation, a Noteholder should deliver, or arrange to have delivered on its behalf, a valid Consent Instruction to the Issuer by no later than the Consent Deadline as more particularly described in the Consent Solicitation Memorandum. Only Noteholders who hold the Notes as of 23 June 2023 (as may be extended by the Issuer) (the "Record Date") may submit a Consent Instruction. The delivery of a Consent Instruction will not affect a Noteholder's right to sell or transfer the Notes. A duly executed Consent Instruction shall bind the Noteholder executing the Consent Instruction, and any subsequent registered or beneficial holder or transferee of the Notes to which such Consent Instruction relates."

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