Yorkshire Building Society RMBS Brass No. 5 plc Investor - - PowerPoint PPT Presentation

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Yorkshire Building Society RMBS Brass No. 5 plc Investor - - PowerPoint PPT Presentation

Yorkshire Building Society RMBS Brass No. 5 plc Investor Presentation November 2016 REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES Contents 1. Executive Summary and


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SLIDE 1

Yorkshire Building Society RMBS Brass No. 5 plc

Investor Presentation November 2016

REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES

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SLIDE 2

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Contents

REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES

  • 1. Executive Summary and Overview
  • 2. Yorkshire Building Society Overview
  • 3. Brass No. 5 Transaction Overview
  • 4. Brass No. 5 Provisional Portfolio Overview and Performance
  • 5. Accord Mortgages
  • 6. Operations Overview

Appendix – UK Mortgage Market

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REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES

  • 1. Executive Summary and Overview
  • 2. Yorkshire Building Society Overview
  • 3. Brass No. 5 Transaction Overview
  • 4. Brass No. 5 Provisional Portfolio Overview and Performance
  • 5. Accord Mortgages
  • 6. Operations Overview

Appendix – UK Mortgage Market

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 Yorkshire Building Society (“YBS”) is pleased to present its fifth public UK prime Residential Mortgage Backed Securities (“RMBS”) transaction – Brass No.5 plc (“Brass No.5”)  Up to £[300]m of publically placed triple-A rated (Moody’s and Fitch) Class A Notes offered  Brass No.5 is a standalone, static pool, pass-through RMBS transaction backed by a pool of first lien, prime, UK

  • wner-occupied mortgage loans

 As per the previous Brass transactions, the mortgage loans in the Brass No.5 pool were originated by Accord Mortgages, a wholly owned, mortgage lending subsidiary within the YBS Group, through its longstanding relationships in the intermediary mortgage market  YBS is currently the UK’s second largest building society(1) operating under a multi-brand strategy (YBS, Accord Mortgages, Barnsley Building Society, Chelsea Building Society, Norwich & Peterborough Building Society and YBS Share Plans) with total assets of £38.2b as at 31st December 2015(2)  Our investment programmes have enabled us to modernise our business and therefore we have decided to re-band both Barnsley Building Society and Chelsea Building Society branches to Yorkshire Building

  • Society. This will give our members access to a larger network of more than 163 branches and 100

agencies giving them greater choice and flexibility  YBS is currently rated A-/F1 by Fitch and Baa1/P-2 by Moody’s(3)

Introduction

(1) Building Societies Association (2) Yorkshire Building Society Annual Report (3) The Moody’s long-term and long-term (foreign and local) bank deposit rating is A3 REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES

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Public Bond Issuance History

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2006

£150m PIBS Tier 1 €1.5b 5yr CB

2007

€1.5b 3yr CB

2008

Retained CB’s

2009

€750m Govt Gteed £750m Govt Gteed

2010

$350m Govt Gteed £600m Govt Gteed €600m 5yr CB 100m CoCo Exchange

2011

£750m 7yr CB £750 Brass 1

2012

£500m 4yr CB £600m Brass 2 PIBS/LT2 LME

2013

CoCo LME £500m Brass 3

2014

€600m 5yr Senior £300m Brass 4 €500m 7yr CB £250m Tier 2

2015

€750m 7yr Senior €500m 5yr CB €500m 7yr CB

2016

£400m 10yr Senior

Yorkshire Building Society has been a consistent issuer of debt in recent times

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 Standalone, static pool, sequential pay, pass-through RMBS structure  The Class A Notes will total [91.5]% and have a WAL of [2.95](1) years  First Interest Payment Date [February 2017], quarterly thereafter in May, August, November and February  Optional redemption:  Step-up and call on or after [November 2021]. After the Step-Up date, the Class A margin increases by [2x]  10% clean-up call  Amortising reserve fund: [1.5]% of the mortgage pool balance at close, fully funded at closing via the Class Z VFN. Subject to the General Amortising Conditions being met, the reserve target will be set at [2.0]% of Class A’s outstanding balance subject to a maximum of the Initial General Reserve Required Amount and floored at a minimum of [0.75]% of the mortgage pool balance at close  Up to £[300]m of publically placed Class A Notes offered – Yorkshire Building Society will retain a portion of the Notes  As at the closing date, YBS will retain a material net economic interest of at least 5% in the securitisation, via retention of the Class Z VFN, as required by in accordance with each of Article 405 of Regulation (EU) No. 575/2013, referred to as the Capital Requirements Regulation (the CRR) and Article 51 of Regulation (EU) No 231/2013, referred to as the Alternative Investment Fund Managers Regulation (AIFMR) and Article 254 of Regulation (EU) 2015/35 (the Solvency II Regulation) (which, in each case, does not take into account any corresponding national measures). This will be disclosed in the ongoing investor reporting

Transaction Overview

REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES (1) Based on assumed principal payment rate (“PPR”) of [20]% and call option by the issuer being exercised on the step-up and call date (see Brass No.5 plc Preliminary Prospectus dated 7th November 2016 for more information)

Class Principal Amount (£m) TT % Expected Ratings (F/M) WAL(1) (years) CE (%) Index Initial Margin (%) Step-Up Margin Step-Up Date Legal Maturity Status A [●] [91.5] [AAAsf / Aaa(sf)] [2.95] [10.0] 3M LIBOR [●] 2x [Nov-21] [Aug-54] Offered Z VFN [●] [8.5] Not Rated

  • 3M LIBOR
  • N/A

N/A [Aug-54] Retained

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Brass No.5 Pool Collateral Summary

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Pool Overview (as of 31st July 2016)

Pool Size £2,947,170,029 Number of Accounts 14,910 Average Current Balance £197,664 WA Current LTV (un-indexed) 71.76% WA Current LTV (indexed) 66.36% WA OLTV 74.16% WA Interest Rate 2.31% WA Seasoning (months) 11.9 WA Remaining Term (years) 25.1 Capital and Repayment 100% Fixed Loans reverting to SVR 100% Full –Time Employed Borrowers 100% Performing Loans 100% Brass Criteria Comparison Brass No.1 Brass No.2 Brass No.3 Brass No.4 Brass No.5 No BTL      No Self Certified Income      No CCJ or Bankruptcy History      No Retention accounts      No Credit Repair Accounts      No Future Reserve or Offset accounts      No New Build Loans      No Northern Irish Loans      No Scottish Loans X X X   No Guarantor Loans      Maximum LTV at Origination 90% 90% 90% 90% 90% Maximum Current Unindexed LTV 85% 77.5% 82% 90% 90% Maximum Current Indexed LTV 90% 90% 90% 90% 90% Minimum Application Score 200 200 200 200 200 6.1% 7.9% 24.2% 39.6% 19.2% 3.0% 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% < 45% 45 - 55% 55 - 65% 65 - 75% 75 - 85% 85 - 95%

Current LTV (Indexed)

3.2% 3.5% 10.8% 28.1% 38.6% 15.7% 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% < 45% 45 - 55% 55 - 65% 65 - 75% 75 - 85% 85 - 95%

Original LTV

63.7% 30.5% 3.6% 0.8% 1.4% 0% 10% 20% 30% 40% 50% 60% 70% < 12 12 - 24 24 - 36 36 - 60 > 60

Seasoning (months) Geographical Distribution

5.0% 7.1% 3.5% 8.2% 25.5% 25.6% 6.8% 2.9% 7.9% 7.6% East Anglia East Midlands North East North West Greater London South East South West Wales West Midlands

  • Yorks. & Humber.

Source: Brass No.5 plc Preliminary Prospectus dated 7th November 2016 WA: 74.2% Max: 90.0% Min: 8.7% WA: 66.4% Max: 90.0% Min: 5.3% WA: 11.9 Max: 120.0 Min: 1.2

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Brass No.5 Pool Collateral Comparison

REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES Source: Brass No.5 plc Preliminary Prospectus dated 7th November 2016 Brass No. 5 (Provisional Pool) Lanark 2016-1 Gosforth 2016-2 Duncan 2016-1 Holmes 2016-1 Darrowby No.4 Friary No.3 Albion No. 3 Issue Date [Nov-16] Aug-16 May-16 May-16 May-16 Feb-16 Feb-16 Sep-15 Structure Standalone Master Trust Standalone Standalone Master Trust Standalone Standalone Standalone Sponsor Yorkshire BS Clydesdale Virgin Money TSB Santander UK Skipton BS Principality BS Leeds BS Total CE to Class A % [10.0] 12.0 12.4 10.5 17.9 10.1 10.75 10.5

Asset Parameters

Aggregate Loan Balance (£ m) [2,947.2] 4,406.1 1,222.8 3,754.1 6,872.8 487.0 517.7 364.5 Average Loan Balance (£) [204,776] 111,459 171,627 123,881 90,282 120,493 116,259 132,613 WA Interest Rate [2.3] 3.2 2.4 2.7 3.2 3.2 2.9 3.1 WA Seasoning (years) [1.0] 4.0 1.4 3.1 9.2 2.1 1.93 1.2 WA Remaining Term (years) [25.1] 18.1 22.0 20.0 12.3 20.4 19.6 23.5 Maximum Indexed LTV [90.0] N/A 84.9 95.0 141.8 93.7 89.6 92.1 WA Indexed CLTV (%) [66.4] 57.6 60.1 60.4 61.8 62.1 60.2 66.7 Self Employed (%) [0.0] 6.8 22.8 12.0 25.1 11.4 17.4 8.4 Interest Only (%) [0.0] 21.4 5.5 11.8 52.7 4.4 14.5 16.4 Fixed Interest (%) [100.0] 62.7 90.1 57.7 0.1 75.5 88.0 93.2 Regional Concentration (%) London & SE (51.1) Scotland (22.6) London & SE (51.0) London & SE (37.28) London & SE (51.0) London & SE (26.0) Wales (22.8) London & SE (31.7)

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REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES

  • 1. Executive Summary and Overview
  • 2. Yorkshire Building Society Overview
  • 3. Brass No. 5 Transaction Overview
  • 4. Brass No. 5 Provisional Portfolio Overview and Performance
  • 5. Accord Mortgages
  • 6. Operations Overview

Appendix – UK Mortgage Market

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 2nd largest UK building society(1) with total assets of £39.6b(3)  7th largest mortgage lender in the UK(2)  Traditional Building Society balance sheet  Residential mortgage lending in UK (£34.0b(3))  Large deposit base (£29.4b(3))  Strong capital base (CET 1 of 14.6%(3)) with healthy funding ratio of 20.5%(3) and liquidity ratio of 12.9%(3)  Operating under a multi-brand strategy  Direct lending via branches & internet  Intermediary lending via Accord mortgages (web based)  Mutual organisation

YBS Group Overview

(Fitch Stable, Moody’s positive outlook)

Source: Fitch Ratings, Moody’s Investors Service

Brand Timeline

Established 2003 Established 1864 Merged 2008 Merged 2010 Merged 2011

Source: (1) Building Societies Association (2) CML (3) As of Q3 2016 REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES

Agency Short Term Long Term Last change Fitch F1 A- Upgrade Sep 2014 Moody’s P-2 Baa1 (senior) A3 (deposit) Upgrade Jun 2015

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2016 Interim Results Key Highlights – 30 June 2016

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Robust Performance

  • YBS is maintaining its position as a leading UK mortgages and savings provider
  • Statutory profit before tax of £99.9m and core operating profit of £62.5m

Asset Growth & Market Share

  • Increased total asset base by to £39.6b from £38.2b at year end 2015
  • Gross mortgage lending of £3.5b (£521m net lending) and gross lending market share of 2.85%

Consistent Performance

  • Asset quality remains strong with the value of loans in arrears by >3 months further reduced to 0.77% - lower than the

industry average of 1.00% reported by CML as end Q2-2016 Improved Liquidity Position

  • Securely above regulatory requirements with liquidity holdings increasing to £4.7b

Capital Position & Leverage Ratio

  • Strengthened common equity tier 1 capital ratio to 14.6% from 14.5% at year end 2015
  • Maintained leverage ratio of 5.0%

Putting The Customer First

  • Achieved a six-month average Net Promoter Score of +32 compared with an industry average of +8

Delivering Value For Members

  • Delivered value to our members by providing an average saving rate of 1.40% against the industry average of ~1%
  • More than 78,000 accounts opened by savers
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Statutory and Core Operating Profit

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Statutory Profit Before Tax £m 2013 2014 2015 H1 2015 H1 2016 Net Interest Income 531 549 535 276 235 Fair Value Movements 16 (11) (7) 2 25 Profit/ (loss) from sale of assets (debt securities) (2) 1 2 2

  • Profit/ (loss) on capital repurchase

(40)

  • Other Income

38 26 18 11 26 543 565 548 291 286 Management Expenses (300) (331) (346) (165) (172) 243 234 202 126 114 Provisions (44) (46) (29) (15) (14) Statutory Profit before tax 199 188 173 111 100 Add back: FSCS levy(1) 12 12 11 12 8 Non-core investments(2) (14) (11) 1 (1)

  • Timing differences - fair value volatility(3)

(2) 22 6 (1) (25) Mergers - adjustments to balances acquired(4) (94) (33) (4) (5) (3) Mergers and acquisitions - costs 2

  • Mortgage book disposal(5)

13

  • Capital liability management exercises

30

  • Other non-core items(6)

6

  • (2)
  • (18)

Core Operating Profit 152 179 185 116 62

1) UK Depositor Protection Scheme 2) Structured Credit (in run off - £70m) 3) Accounting volatility on hedging 4) Release of merger Fair Value 5) Ex Chelsea BS Equity release book sale 6) Proceeds from Visa share sale (£8m) & sale of properties (£10m)

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Balance Sheet

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Group Balance Sheet £b

2011 2012 2013 2014 2015 H1 2015 H1 2016 Liquid Assets 4.9 5.2 4.4 4.8 4.4 5.2 4.8 Mortgages and other loans 27.0 27.6 29.5 32.2 33.3 32.8 34.0 Other assets 0.7 0.7 0.6 0.6 0.5 0.5 0.8 Total Assets 32.6 33.5 34.5 37.6 38.2 38.5 39.6 Retail Savings 26.0 26.8 26.3 27.2 27.4 27.5 29.0 Wholesale funding 3.9 4.2 5.9 7.5 7.9 8.1 7.5 Other liabilities 0.7 0.8 0.4 0.6 0.5 0.6 0.6 Total Liabilities 30.6 31.8 32.6 35.3 35.8 36.2 37.1 Remunerated capital 0.4 0.1 0.1 0.3 0.3 0.3 0.3 Reserves 1.6 1.6 1.8 2.0 2.1 2.0 2.2 Total Liabilities & Equity 32.6 33.5 34.5 37.6 38.2 38.5 39.6

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Income Statement – Net Interest Income

 Net interest margin returning to historic normal levels  Margin in line with plan  Fair Value release ~ 2bp (2015: ~3bp)

1.05% 1.05% 1.34% 1.46% 1.38% 1.20% 0.00% 0.00% 0.22% 0.06% 0.03% 0.02% 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% 1.20% 1.40% 1.60% 2011 2012 2013 2014 2015 H1 2016 Core NIM FV

REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES

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 Continued improvement in arrears  House price improvements  Prudent fair value provisions made at the time of mergers & acquisitions

Income Statement – Fair Value (Versus Pre-merger Lending)

Provisions and FV Adjustments for Credit Risk £m

2013 2014 2015 H1 2016 Brought forward 222 105 73 64 Utilised losses (15) (12) (5) (3) Released to P&L (102) (20) (4) (3) Remaining Fair Value 105 73 64 58

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Key Ratios

* Excludes Visa income

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Key Ratios

Dec-15 (%) Jun-15 (%) Jun-16 (%) Group net interest margin 1.41 1.45 1.21 Group management expenses/mean assets 0.91 0.87 0.89 Group asset growth 1.7 2.4 3.6 Group loans and advances growth 3.4 1.9 2.0 Member savings balances growth 0.6 0.8 5.8 Liquidity ratio 12.5 14.7 12.9 Funding ratio 22.5 22.8 20.5 Gross capital ratio 6.78 6.55 6.86 Free capital ratio 6.33 6.08 6.45 Total capital ratio 16.8 16.6 17.0 Common Equity Tier 1 capital ratio 14.5 14.3 14.6 Leverage ratio 5.0 4.9 5.0 Cost : income ratio 63.1 56.7 61.9*

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Retail and Commercial Mortgage Lending

2015 YBS Group Completions Split by Lending Type (£m)

£5,701 £139 £813 £114 £139 Residential Prime Residential Sub-Prime Residential BTL Social Housing N&P Commercial YBS Group Total Book Stock as of December 2015 Split by Lending Type (£m) £29,123 £444 £3,025 £20 £313 £563 Residential Prime Residential Sub-Prime Residential BTL Closed Book Commercial Social Housing N&P Commercial

2015 Residential Completions Split by Brand (by Value)

65% 8% 3% 25% Accord CBS N&P YBS & BBS

Residential Book Stock as at December 2015 Split by Brand (by Value)

46% 18% 6% 29% Accord CBS N&P YBS & BBS REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES

New business and stock are predominantly prime residential mortgages. The YBS Group exited the sub-prime market in 2008, therefore sub-prime new business is permitted through portability

  • nly
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Indexed LTV Breakdown

REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES

The portion of book with > 90% LTV has declined from 27% at Dec 2009 to 3% at Dec 2015

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REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES

  • 1. Executive Summary and Overview
  • 2. Yorkshire Building Society Overview
  • 3. Brass No. 5 Transaction Overview
  • 4. Brass No. 5 Provisional Portfolio Overview and Performance
  • 5. Accord Mortgages
  • 6. Operations Overview

Appendix – UK Mortgage Market

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 Standalone, static pool, sequential pay, pass-through RMBS structure  The Class A Notes will total [91.5]% and have a WAL of [2.95](1) years  First Interest Payment Date [February 2017], quarterly thereafter in May, August, November and February  Optional redemption:  Step-up and call on or after [November 2021]. After the Step-Up date, the Class A margin increases by [2x]  10% clean-up call  Amortising reserve fund: [1.5]% of the mortgage pool balance at close, fully funded at closing via the Class Z VFN. Subject to the General Amortising Conditions being met, the reserve target will be set at [2.0]% of Class A’s outstanding balance subject to a maximum of the Initial General Reserve Required Amount and floored at a minimum of [0.75]% of the mortgage pool balance at close  Up to £[300]m of publically placed Class A Notes offered – Yorkshire Building Society will retain a portion of the Notes  As at the closing date, YBS will retain a material net economic interest of at least 5% in the securitisation, via retention of the Class Z VFN, as required by in accordance with each of Article 405 of Regulation (EU) No. 575/2013, referred to as the Capital Requirements Regulation (the CRR) and Article 51 of Regulation (EU) No 231/2013, referred to as the Alternative Investment Fund Managers Regulation (AIFMR) and Article 254 of Regulation (EU) 2015/35 (the Solvency II Regulation) (which, in each case, does not take into account any corresponding national measures). This will be disclosed in the ongoing investor reporting

Transaction Overview

REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES (1) Based on assumed principal payment rate (“PPR”) of [20]% and call option by the issuer being exercised on the step-up and call date (see Brass No.5 plc Preliminary Prospectus dated 7th November 2016 for more information)

Class Principal Amount (£m) TT % Expected Ratings (F/M) WAL(1) (years) CE (%) Index Initial Margin (%) Step-Up Margin Step-Up Date Legal Maturity Status A [●] [91.5] [AAAsf / Aaa(sf)] [2.95] [10.0] 3M LIBOR [●] 2x [Nov-21] [Aug-54] Offered Z VFN [●] [8.5] Not Rated

  • 3M LIBOR
  • N/A

N/A [Aug-54] Retained

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Credit Structure and Liquidity Support

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Credit and liquidity support to the Class A Notes

 In respect of the Class A notes, credit support is provided by:  Subordination by way of the Class Z VFN  The General Reserve Fund (details below)  Excess Available Revenue Receipts  [1.5]% of the mortgage pool balance at close, fully funded at closing via the Class Z VFN

Source: Brass No.5 plc Preliminary Prospectus dated 7th November 2016

 In respect of the Class A notes, liquidity support is provided by:  Excess spread  Amortising reserve fund  Principal can be used to pay Class A interest  Liquidity reserve fund of [4]% of the Class A notes less the balance of the reserve fund funded from principal receipts in the event of a YBS downgrade below Baa2 (Moody’s) or BBB / F2 (Fitch)

General Reserve Fund

 Subject to the General Amortising Conditions being met, the reserve target will be set at [2.0]% of Class A's outstanding balance subject to a maximum of the Initial General Reserve Required Amount and floored at a minimum of [0.75]% of the mortgage pool balance at close. The General Reserve Amortising Conditions are:

a) No Event of Default has occurred and is continuing b) The Class A Principal Deficiency Ledger will not have a debit balance on that Interest Payment Date after applying all Available Revenue Receipts on that Interest Payment Date c) The Current Balance of the Loans comprising part of the Portfolio in respect of which the aggregate amount in arrears is more than three times the Monthly Payment then due, is less than [2] per cent. of the aggregate Current Balance of the Loans comprising the Portfolio as at such relevant date; and d) Cumulative Losses on the Portfolio as at such relevant date represent less than [1] per cent. of the aggregate Current Balance of the Loans comprising the Portfolio as at the Closing Date

Mortgages Class A [91.5]% Loss allocation Class Z VFN [8.5]% Res Fund [1.5]% Excess spread Excess spread

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Transaction Structure

REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES Source: Brass No.5 plc Preliminary Prospectus dated 7th November 2016

Servicer

Yorkshire Building Society

Seller

Accord Mortgages Limited

GIC Provider and Account Bank

Yorkshire Building Society

Issuer

Brass No. 5 plc

Class A Noteholders Class Z VFN Holder

Accord Mortgages Limited Sale of Portfolio Initial Consideration and Deferred Consideration Principal and interest

  • n the Notes

Note proceeds

Cash Manager

Yorkshire Building Society

Interest Rate Swap Provider

Yorkshire Building Society

Back-up Servicer Facilitator

Wilmington Trust SP Services (London) Limited

Swap Collateral Account Bank

Elavon Financial Services Limited, acting through its London branch)

Security and Note Trustee

US Bank Trustees Limited

Corporate Services Provider

Wilmington Trust SP Services (London) Limited Security and Covenant to pay

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New for Brass No.5 - YBS as Interest Rate Swap Provider and Account Bank Provider

REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES Source: Brass No.5 plc Preliminary Prospectus dated 7th November 2016

Recent rating agency counterparty criteria changes allow YBS to act as Interest Rate Swap Provider and Account Bank for Brass No.5

Interest Rate Swap Provider Triggers Moody’s Fitch Collateral Trigger Loss of A3(cr) or long-term, unsecured and unsubordinated debt of A3 Loss of Long-term issuer default rating

  • f A

and Short-term issuer default rating of F1 Replacement Trigger Loss of Baa1(cr) or long-term, unsecured and unsubordinated debt of Baa1 Loss of Long-term issuer default rating

  • f BBB-

and Short-term issuer default rating of F3

 Interest rate risk in the transaction will be hedged by a fully rating agency compliant balance guaranteed Fixed to Libor swap provided by YBS  The YBS provided swap retains key features of a third party provided swap in order to ensure marketability in event of replacement  In the event that YBS needs to be replaced as Interest Rate Swap Provider, no new Fixed Rate Loans can be added  This ensures the incoming Interest Rate Swap Provider has a known profile which simplifies pool modelling and accelerates deleverage of the pool  A swap collateral bank account, provided by Elavon Financial Services (US Bank), will be in place from day 1

Account Bank and GIC Provider Triggers Moody’s Fitch Replacement Trigger Loss of Long-term, bank deposit rating of A3 Loss of Long-term issuer default rating

  • f A

and Short-term issuer default rating of F1 Yorkshire Building Society Moody’s Fitch Long term (inc. deposit) : A3 Long term counterparty risk assessment : A1(cr) Short term : P-2 Long term issuer default rating : A- Short term issuer default rating : F1

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Prepayment Assumptions and Weighted Average Life of the Notes

REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES

 The Loans are subject to a constant annual rate of repayment (inclusive of scheduled and unscheduled principal redemptions) of between [5] per cent. and [35] per cent. per annum as shown on the table on the left  The assets of the Issuer are not sold by the Security Trustee except as may be necessary to enable the Issuer to realise sufficient funds to exercise its

  • ption to redeem the Notes

 No Note Acceleration Notice has been served on the Issuer and no Event

  • f Default has occurred

 No Borrowers are offered and accept different mortgage products or Further Advances by the Seller or any of its subsidiaries and the Seller is not required to repurchase any Loan (including any Further Advance thereon since the Closing Date) in accordance with the Mortgage Sale Agreement  The Security is not enforced  The Mortgages continue to be fully performing  The ratio of the Principal Amount Outstanding of the Class A Notes to the Current Balance of the Portfolio as at the Closing Date is [91.5] per cent.  The Notes are issued on or about [18 November] 2016

PPR

Assuming Issuer Call on Step-Up Date Assuming No Issuer Call 5% [4.40] [14.89] 10% [3.86] [7.49] 15% [3.38] [4.92] 20% [2.95] [3.63] 25% [2.57] [2.85] 30% [2.24] [2.33] 35% [1.94] [1.96]

Source: Brass No.5 plc Preliminary Prospectus dated 7th November 2016

3-month Rolling Average Principal Prepayment Rate (PPR) Weighted Average Life of the Notes and Assumptions

0% 10% 20% 30% 40% 50% 60% 70% 80% Brass 1 Brass 2 Brass 3 Brass 4 Tombac 1 Tombac 2 Brass 5 PPR Pricing Assumption

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SLIDE 25

25 25

Priority of Payments

REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES

Note Trustee and Security Trustee fees Agent Bank, Paying Agents, Corporate Services Provider, Class Z VFN Registrar, Account Bank and Collection Account Bank Third Party expenses Fees for the Servicer, Back-Up Servicer Facilitator and Cash Manager Amounts due to the Interest Rate Swap Provider Interest on the Class A Notes Class A PDL General Reserve Ledger Class Z VFN PDL Interest on Class Z VFN Issuer Profit Amount Interest Rate Swap Excluded Termination Amounts Excess to the GIC Account (if IPD falls within a Determination Period)

a

Principal amounts due on the Class Z VFN Deferred consideration

b c d e f g h i j k l m n

  • a

b c d

Amounts credited to the Liquidity Reserve Fund Principal on the Class A Notes Principal on the Class ZFN Available Revenue Receipts

Source: Brass No.5 plc Preliminary Prospectus dated 7th November 2016

Pre-Acceleration Revenue Priority of Payments Pre-Acceleration Principal Priority of Payments

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26 26

Further Advances, Product Switches and Underpayments

REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES Source: Brass No.5 plc Preliminary Prospectus dated 7th November 2016

Further Advance Conditions Further Advance and Product Switch Conditions Underpayments

  • Aggregate amount of all Further Advances made since the Closing Date must not exceed [2]% of the

closing pool

  • Original LTV ratio of every Loan is less than [90]%
  • Weighted average Original LTV ratio of the pool does not exceed [80]%
  • The outstanding Current Balance of any Loans in the Portfolio (including the relevant Further

Advances) with an Original LTV ratio of more than [85]% does not exceed [20]%

  • No loan may switch to Interest Only
  • No Loan will have a maturity date falling later than three years earlier than the Final Maturity Date as a

result of a product switch or further advance

  • For Product Switches, new fixed loans are limited to maximum term of 5 ½ years
  • Borrowers who have made overpayments may request to make an underpayment up to the amount of

the cumulative overpayments (an “Underpayment Option”)

  • The transaction limits the potential for future underpayments by disallowing such borrowers to remain

in the pool if the total amount of Overpayment Reserves exceeds [5]% of the Current Balance of the loans in the portfolio (subject to such Underpayment Option being a Tested Underpayment Option)

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SLIDE 27

27 27

REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES

  • 1. Executive Summary and Overview
  • 2. Yorkshire Building Society Overview
  • 3. Brass No. 5 Transaction Overview
  • 4. Brass No. 5 Provisional Portfolio Overview and Performance
  • 5. Accord Mortgages
  • 6. Operations Overview

Appendix – UK Mortgage Market

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SLIDE 28

28 28

Brass No.5 Pool Collateral Summary

REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES

Pool Overview (as of 31st July 2016)

Pool Size £2,947,170,029 Number of Accounts 14,910 Average Current Balance £197,664 WA Current LTV (un-indexed) 71.76% WA Current LTV (indexed) 66.36% WA OLTV 74.16% WA Interest Rate 2.31% WA Seasoning (months) 11.9 WA Remaining Term (years) 25.1 Capital and Repayment 100% Fixed Loans reverting to SVR 100% Full –Time Employed Borrowers 100% Performing Loans 100% Brass Criteria Comparison Brass No.1 Brass No.2 Brass No.3 Brass No.4 Brass No.5 No BTL      No Self Certified Income      No CCJ or Bankruptcy History      No Retention accounts      No Credit Repair Accounts      No Future Reserve or Offset accounts      No New Build Loans      No Northern Irish Loans      No Scottish Loans X X X   No Guarantor Loans      Maximum LTV at Origination 90% 90% 90% 90% 90% Maximum Current Unindexed LTV 85% 77.5% 82% 90% 90% Maximum Current Indexed LTV 90% 90% 90% 90% 90% Minimum Application Score 200 200 200 200 200 6.1% 7.9% 24.2% 39.6% 19.2% 3.0% 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% < 45% 45 - 55% 55 - 65% 65 - 75% 75 - 85% 85 - 95%

Current LTV (Indexed)

3.2% 3.5% 10.8% 28.1% 38.6% 15.7% 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% < 45% 45 - 55% 55 - 65% 65 - 75% 75 - 85% 85 - 95%

Original LTV

63.7% 30.5% 3.6% 0.8% 1.4% 0% 10% 20% 30% 40% 50% 60% 70% < 12 12 - 24 24 - 36 36 - 60 > 60

Seasoning (months) Geographical Distribution

5.0% 7.1% 3.5% 8.2% 25.5% 25.6% 6.8% 2.9% 7.9% 7.6% East Anglia East Midlands North East North West Greater London South East South West Wales West Midlands

  • Yorks. & Humber.

Source: Brass No.5 plc Preliminary Prospectus dated 7th November 2016 WA: 74.2% Max: 90.0% Min: 8.7% WA: 66.4% Max: 90.0% Min: 5.3% WA: 11.9 Max: 120.0 Min: 1.2

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29 29

Brass No.5 Pool Collateral Summary

REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES 45.4% 40.7% 11.7% 2.0% 0.1% 0% 10% 20% 30% 40% 50% 1-2 2-3 3-4 4-5 5-6 4.3% 41.4% 33.9% 6.8% 11.1% 2.5% 0% 10% 20% 30% 40% 50% 2016 2017 2018 2019 2020 2021

Fixed Rate Reversion Year

Source: Brass No.5 plc Preliminary Prospectus dated 7th November 2016 5.2% 16.8% 19.2% 26.6% 13.9% 8.3% 10.1% 0% 5% 10% 15% 20% 25% 30%

Original Balances (£000s)

0.9% 4.9% 13.8% 34.8% 45.6% 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50%

Remaining Term (years) Loan Purpose

65.8% 34.2% Mortgage Remortgage Av: £204,776 Max: 2,301,845 Min: £51,000 WA: 2.31% Max: 5.99% Min: 1.39% WA: 25.1 Max: 34.9 Min: 4.1

Interest Rate (%)

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SLIDE 30

30 30

Brass Performance Overview

REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES Source: Brass No.5 plc Preliminary Prospectus dated 7th November 2016 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% Brass 1 Brass 2 Brass 3 Brass 4

1m+ Arrears (% of outstanding balance) 3m+ Arrears (% of outstanding balance) 3-month Rolling Average Principal Prepayment Rate (PPR)

0.00% 0.01% 0.02% 0.03% 0.04% 0.05% Brass 1 Brass 2 Brass 3 Brass 4

Cumulative Loss (% of original balance)

0.0% 1.0% 2.0% 3.0% 4.0% 5.0% Brass 1 Brass 2 Brass 3 Brass 4

The Brass programmes continue to have a low level of arrears with no programme exceeding 1%

  • f 3m+ arrears. Cumulative loss levels of Brass 1 and Brass 2 are only at c.1bp and there have

been no losses in Brass 3 and Brass 4 to date

0% 10% 20% 30% 40% 50% 60% 70% 80% Brass 1 Brass 2 Brass 3 Brass 4

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SLIDE 31

31 31

REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES

  • 1. Executive Summary and Overview
  • 2. Yorkshire Building Society Overview
  • 3. Brass No. 5 Transaction Overview
  • 4. Brass No. 5 Provisional Portfolio Overview and Performance
  • 5. Accord Mortgages
  • 6. Operations Overview

Appendix – UK Mortgage Market

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SLIDE 32

32

Accord Business Review 2016 YTD

REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES

 A lower cost, higher service model focused on a smaller number of credible partners  Building on the revised strategy to focus on key distribution partners, 64% of lending over the last year came through Tier 1 distributors and delinquency rates are at all time low for Accord  Three key factors have been critical to achieving all time low delinquency rates:  Credit score discrimination  Implementation of an affordability model  Application of a more strict credit policy  A new sales structure has been rolled out with the team of 14 field based Business Development Managers (BDM’s), split under 2 Regional Sales Managers, reporting into National Intermediary Sales Manager. 2 new Corporate Account Managers also appointed to manage the relationships with our National Lending Partners. A small team of Telephone BDMs has also now been created to compliment the sales support provided by field based BDMs

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SLIDE 33

33

Accord Business Review 2016 YTD

REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES

 All key distribution partners are visited at least every quarter by the National Intermediary Sales Manager and Corporate Account Managers, and this is supported by leading Management Information (MI) shared with the partner showing performance to date, including asset performance, approval rates, etc.  64% of all lending is generated through Tier 1 distribution partners with the majority generated through two distributors (29.13% L&G Group, 20.94% Sesame Bankhall Group, with 5.48% Countrywide and 8.33% LSL) which reflects their large share of the market

Share of business through the top distribution partners is a reflection of their large market shares

29.13% 20.94% 5.48% 8.33% 36.11% L&G Sesame Bankhall Group Countrywide Group LSL Group Tier 2 28.98% 21.33% 5.69% 8.10% 35.90% L&G Sesame Bankhall Group Countrywide Group LSL Group Tier 2

Applications Release of Funds

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SLIDE 34

34 34

REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES

  • 1. Executive Summary and Overview
  • 2. Yorkshire Building Society Overview
  • 3. Brass No. 5 Transaction Overview
  • 4. Brass No. 5 Provisional Portfolio Overview and Performance
  • 5. Accord Mortgages
  • 6. Operations Overview

Appendix – UK Mortgage Market

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SLIDE 35

35

Underwriting Criteria

Criteria Residential BTL

Maximum LTV 95% 75% Interest Only No Yes Affordability Model with stressed interest rate and LTI cap of 5.49X 7% stressed interest rate 4X LTI cap for loans >£500k 125% (of mortgage interest payment) rental cover required calculated using a rate which the highest of: The pay rate on the product, or; a specified managed rate currently set at 5.5% for 2&3 year products and 5% for 5 year products Credit Scoring Yes Yes First Time Buyers Yes No Region England, Wales, Scotland & NI England & Wales Lending into Retirement Yes, max age 75 Yes, max age 75 Minimum Age 18 25 Minimum Value £30,000 (although min loan £50k if LTV > 75%) £75,000 New Build Yes, subject to max LTV 85% No

REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES

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SLIDE 36

36

Lending Policy

REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES

Notable policy changes in the past year:

 Introduction of 4x income cap for loans over £500K - Designed to manage the level of lending in the London area  Introduction of 5.49x income cap for all new lending, excluding loans over £500,000  Removal of ability to accept foreign income/assets when assessing affordability  Clarified that income from employment with a ‘zero hours’ contract is not acceptable  No mandate holders in the branch Network – all underwriting centralised in Lending Shared Services

Overview:

 Loans are made for either purchase or remortgage and are secured against the main residence of the borrower  No loans with “Right to Buy” are accepted  Property Types:  Non standard constructions are not generally acceptable  Ex-local authority flats are not accepted  Current maximum LTV is 95%, (was 90% in 2013)  Income verification:  Pay-slips and bank statements must be provided and validated by Underwriters or Case Managers; 3 pay-slips and a corresponding bank statement are required for cases >= 75% LTV, 1 pay-slip and corresponding bank statement otherwise  Self employed applicants are verified via accountant’s reference and bank statements – personal and business accounts

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SLIDE 37

37 37

Servicing Overview

Overview

Accord Mortgages are serviced identically to Yorkshire Building Society mortgages by the same teams

All of the servicing activities are grouped together within the Customer Services function

Long established functions with many long serving staff

Staff have development plans and training logs where appropriate

Incentives are based around staff exceeding the objectives in their performance agreement

Service standards are tightly monitored and there are sophisticated resource planning models in place for both call handling and service delivery

Primary Servicing

Payment processing and application:

Borrowers generally pay by Direct Debit, although it is also possible to send cheques through the post

Payment tracking:

The system monitors accounts and will instigate collections activities when payments are not received on time

Title Deeds are stored in a secure facility in Head Office, although most England and Wales deeds are now de- materialised, any non registration of the charge is monitored and chased up as necessary

Calls are handled through a dedicated unit in Head Office

Back office administration is carried out in Head Office

Nothing is outsourced except litigation work due to the specialised requirements

REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES

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SLIDE 38

38 38

Mortgage Collections & Recoveries Overview

Collections and Recoveries Overview

  • The Group’s Collections and Recoveries Policy (Retail) is reviewed and approved by the Group’s Executive

Risk Committee on an annual basis

  • The Group’s Collections and Recoveries strategy is that all borrowers in arrears are treated fairly
  • YBS, Accord, Chelsea and N&P Arrears management is co-ordinated from Head Office but staffed
  • perationally from sites in Bradford and Cheltenham covering YBS, Accord and Chelsea accounts and

Peterborough covering N&P. The Group will also refer to or liaise with third party advisors and support agencies as required

  • More experienced specialists handle cases prior to the commencement of legal action
  • All mortgage accounts are system reviewed at least once a month and actions generated based on

those reviews

  • Outbound contact strategy is supported with the use of a dialler (excluding N&P due to small volumes)
  • All staff have their performance monitored for adherence to service, quality and productivity standards,

supported through a formal Training & Competency programme. This is supplemented with targeted risk based monitoring together with ‘end to end’ monitoring, all of which is subject to further independent and regular auditing by Credit Risk, Compliance and Audit (a 3 lines of defence framework)

  • 2016 Arrears agreed establishment numbers:
  • Collections x 70.49 FTE, Recoveries (inc. Litigation, Possessions and Debt Recovery) x 40.28 FTE
  • Analysis and Projects x 15.91 FTE
  • Implementation, Admin Support x 11.91 FTE
  • Peterborough x 14.72 FTE

REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES

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SLIDE 39

39 39

Arrears Management – Collections Strategy

  • The primary objective of the Group’s Collections and Recoveries strategy is to attempt reasonable

contact with customers who miss monthly payments as soon as possible, with the following intentions:

  • To determine the cause of the problem
  • To offer appropriate solutions/assistance that are sustainable
  • To agree an acceptable way forward
  • Possible solutions include:
  • Change of payment date
  • Short term shortfall payment arrangements (where arrears accrue)
  • Term extension
  • Arrears capitalisation (in more longer term exceptional cases)
  • Solutions are generally only agreed following a full income & expenditure assessment and

arrangements are subject to regular review

  • The Group will also give consideration, where no other reasonable repayment arrangements can be

agreed, to the customer remaining in their home whilst they actively attempt to sell the property. This can be supported through a AVS scheme

REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES

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SLIDE 40

40 40

REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES

  • 1. Executive Summary and Overview
  • 2. Yorkshire Building Society Overview
  • 3. Brass No. 5 Transaction Overview
  • 4. Brass No. 5 Provisional Portfolio Overview and Performance
  • 5. Accord Mortgages
  • 6. Operations Overview

Appendix – UK Mortgage Market

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SLIDE 41

41

UK Mortgage Market Overview

REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES Source: Council for Mortgage Lenders (CML) 3.0% 3.1% 3.2% 3.3% 3.4% 3.5% 3.6% 3.7% 3.8% 2009 2010 2011 2012 2013 2014 2015 £0b £200b £400b £600b £800b £1,000b £1,200b £1,400b 2009 2010 2011 2012 2013 2014 2015 2016 10,000 20,000 30,000 40,000 50,000 60,000 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 0% 1% 2% 3% 4% 5% 6% 7% 8% 9% 2000 2002 2004 2006 2008 2010 2012 2014

UK Mortgage Balance Outstanding UK Mortgage Approvals (quarterly) Mortgage Interest Rates (outstanding loans) Annual Unemployment Rate

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SLIDE 42

42

UK Mortgage Market Overview

REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES 100 200 300 400 500 600 700 800 Q1 2000 Q1 2002 Q1 2004 Q1 2006 Q1 2008 Q1 2010 Q1 2012 Q1 2014 Q1 2016 Nationwide Haifax 0.0% 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 Base Year: Halifax (1987) Nationwide (1993) 4.0x 4.5x 5.0x 5.5x 6.0x 6.5x 7.0x 7.5x 8.0x 8.5x 9.0x 2000 2002 2004 2006 2008 2010 2012 2014

  • 10%
  • 5%

0% 5% 10% 15% 20% 25% 30% 2000 2002 2004 2006 2008 2010 2012 2014 2016

House Price Indices >3m Arrears (% of Number of Loans) House Price/Earnings Ratio YoY House Price Changes (Halifax)

Source: Council for Mortgage Lenders (CML)

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SLIDE 43

43

UK Mortgage Market Overview

REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES

UK New Mortgage Lending LTVs % (All Mortgages)

Source: Nationwide Building Society and Council for Mortgage Lenders (CML)

UK’s EU Referendum Outcome Has Not Materially Changed UK Housing Outlook To Date

Significantly more stringent LTV requirements by lenders on new origination post 2007-2008 is supporting continued strong performance

To date, the EU Referendum outcome is having limited impact on house prices with Nationwide House Price Index reporting stable HPI of 0.3% and 0.0% in September and October, respectively, alongside annual house price growth at 4.6% year-on-year

Regions Average price (Q3-16) Annual change this quarter (Q3-16) Annual % change last quarter (Q2-16) North 124,074

  • 0.2%
  • 1.0%

Yorks & Humbs 150,823 3.5% 0.8% North West 151,985 4.2% 1.8% East Midlands 169,137 5.4% 4.0% West Midlands 174,934 4.6% 5.1% East Anglia 213,831 7.3% 5.5% Outer South East 267,151 8.0% 8.8% Outer Metropolitan 358,153 9.6% 12.4% London 474,736 7.1% 9.9% South West 229,907 4.6 5.6% Wales 146,172

  • 0.5%

0.9% Scotland 143,275 2.0% 0.5% N Ireland 130,581 2.4% 1.6% 10 20 30 40 50 60 70 80 90 100 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 <=75% >75%-<=90% >90%<=95% >95%

slide-44
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44

NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S., AS DEFINED IN REGULATION S OF THE U.S. SECURITIES ACT 1933, AS AMENDED. IMPORTANT: You must read the following before continuing. The following applies to the presentation materials following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the presentation materials. In accessing the presentation materials, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. This presentation is the property of Yorkshire Building Society (YBS). The investments and services contained herein are not available to private customers in the United Kingdom. By receiving this presentation, each investor (i) acknowledges that any offering is being made only outside the United States to non-U.S. persons in reliance upon Regulation S under the U.S. Securities Act Of 1933 and (ii) is deemed to represent that it is not a U.S. person within the meaning of Regulation S and is not accessing the presentation from a location within the United States its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, America Samoa, Wake Island and the Northern Mariana Islands or the District of Columbia). If you are unable to agree to and confirm each of the items above, then you will not be eligible to view the presentation and you must destroy all copies of the presentation immediately and notify us forthwith of having done so. This presentation is strictly confidential and intended only for use by the recipient. By electing to receive this presentation, you represent, warrant and agree that you will not attempt to reproduce or re-transmit the contents of this presentation in whole or in part by any means. This presentation is an advertisement and does not constitute a prospectus or other offering document (an "offering document") in whole or in part for the purposes of Directive 2003/71/EC (as amended) and / or Part VI of the Financial Services and Markets Act 2000 (the “FSMA”). Information contained in this presentation is a summary only. Under no circumstances shall these presentation materials constitute an offer to sell or the solicitation of an offer to buy securities by YBS or by any of the Arranger or Joint Lead Managers (together, the “Managers”) retained for the transaction described herein. In particular, nothing in this presentation constitutes an offer of securities for sale in the United States. Recipients of these presentation materials who intend to subscribe for or purchase any securities are reminded that any subscription or purchase may

  • nly be made on the basis of the information contained in any final offering document and in particular, each reader is directed to the section therein headed “Risk Factors”.

These presentation materials may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the FSMA does not apply or to whom this document may otherwise be lawfully

  • communicated. As such, this communication is made only to persons in the United Kingdom who (i) have professional experience in matters relating to investments or (ii) are high net worth entities falling within

Article 49(2)(a) to (d) of the FSMA (Financial Promotion) Order 2005 or certified high net worth individuals within Article 48 of the FSMA (Financial Promotion) Order 2005 (together, "relevant persons"). The information given in this presentation is not intended to be relied on either as particular advice or for making investment decisions. By receiving this presentation each investor is deemed to represent that it is a sophisticated investor and possesses sufficient investment expertise to understand the risks involved in the offering. Investors must rely solely on their own examinations of the offering document in making a determination as to whether to invest in any securities offered. Although the statements of fact in this presentation have been obtained from and are based upon sources that YBS believes to be reliable, YBS does not guarantee their accuracy, and any such information may be incomplete or condensed. All opinions and estimates included in this presentation constitute YBS's judgement, as of the date of this presentation and are subject to change without notice. There has been no independent verification of the contents of this presentation. It does not constitute or contain investment advice and nothing herein should be construed as a recommendation or advice to invest in any securities. Neither YBS nor any Manager acts as an adviser to, or owes any fiduciary duty to, any recipient of this presentation. Certain statements in this presentation may constitute "forward-looking statements". These statements reflect YBS’ expectations and are subject to risks and uncertainties that may cause actual results to differ materially and may adversely affect the outcome and financial effects of the plans described herein. You are cautioned not to rely on such forward-looking statements. YBS disclaims any obligation to update their view of such risks and uncertainties or to publicly announce the result of any revisions to the forward-looking statements made herein, except where they would be required to do so under applicable law. This presentation contains certain tables and other statistical analyses (the "Statistical Information") which have been prepared in reliance on information provided by YBS. Numerous assumptions have been used in preparing the Statistical Information, which may or may not be reflected in the material. As such, no assurance can be given as to the Statistical Information's accuracy, appropriateness or completeness in any particular context, or as to whether the Statistical Information and/or the assumptions upon which they are based reflect present market conditions or future market performance. The Statistical Information should not be construed as either projections or predictions or as legal, tax, financial or accounting advice. The average life of, or the potential yields on, any security cannot be predicted, because the actual rate of repayment on the underlying assets, as well as a number of other relevant factors, cannot be determined. No assurance can be given that the assumptions on which the possible average lives of or yields on the securities are made will prove to be realistic. Therefore information about possible average lives of, or yields on, the securities must be viewed with caution. If these presentation materials have been sent to you in an electronic form, you are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither YBS nor any Manager nor any person who controls any of them nor any director, officer, employee nor agent of any such entity or affiliate or any such person accepts any liability or responsibility whatsoever in respect of any difference between the presentation materials distributed to you in electronic format and the hard copy version available to you on request from YBS or any Manager.

Disclaimer

REG S BEARER-FORM SELLING RESTRICTIONS: NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES