Important Notice Not for Distribution To

IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT: You must read the following before continuing. The following applies to the prospectus (the "Prospectus") attached to this electronic transmission, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them at any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY THE SECURITIES OF THE TRUSTEE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE CERTIFICATES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE CERTIFICATES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT). THE FOLLOWING PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS PROSPECTUS IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. EXCEPT WITH THE PRIOR WRITTEN CONSENT OF AL RAYAN BANK PLC OR WHERE SUCH SALE FALLS WITHIN THE EXEMPTION PROVIDED BY SECTION 20 OF THE FINAL RULES PROMULGATED UNDER SECTION 15G OF THE U.S. SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "U.S. RISK RETENTION RULES"), THE CERTIFICATES OFFERED AND SOLD BY THE TRUSTEE MAY NOT BE PURCHASED BY, OR FOR THE ACCOUNT OR BENEFIT OF, ANY "U.S. PERSON" AS DEFINED IN THE U.S. RISK RETENTION RULES ("RISK RETENTION U.S. PERSONS"). PROSPECTIVE INVESTORS SHOULD NOTE THAT THE DEFINITION OF "U.S. PERSON" IN THE U.S. RISK RETENTION RULES IS SUBSTANTIALLY SIMILAR TO, BUT NOT IDENTICAL TO, THE DEFINITION OF "U.S. PERSON" IN REGULATION S AND PERSONS WHO ARE NOT "U.S. PERSONS" UNDER REGULATION S MAY BE U.S. PERSONS UNDER THE U.S. RISK RETENTION RULES. EACH PURCHASER OF CERTIFICATES, INCLUDING BENEFICIAL INTERESTS THEREIN, WILL BE DEEMED TO HAVE MADE CERTAIN REPRESENTATIONS AND AGREEMENTS, INCLUDING THAT IT (1) IS NOT A RISK RETENTION U.S. PERSON, (2) IS ACQUIRING SUCH CERTIFICATE OR A BENEFICIAL INTEREST THEREIN FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTE SUCH CERTIFICATE, AND (3) IS NOT ACQUIRING SUCH CERTIFICATE OR A BENEFICIAL INTEREST THEREIN AS PART OF A SCHEME TO EVADE THE REQUIREMENTS OF THE U.S. RISK RETENTION RULES. This Prospectus has been delivered to you on the basis that you are a person into whose possession this Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this Prospectus to any other person. In order to be eligible to view this Prospectus or make an investment decision with respect to the securities, investors must not be U.S. persons (within the meaning of Regulation S under the Securities Act). This Prospectus is being sent at your request and by accessing the Prospectus, you shall be deemed to have confirmed and represented to us that (i) you have understood and agree to the terms set out herein, (ii) you consent to delivery of the Prospectus by electronic transmission, (iii) you are not a U.S. person within the meaning of Regulation S under the Securities Act or acting for the account or benefit of a U.S. person (within the meaning of Regulation S under the Securities Act), and the electronic mail address that you have given to us and to which this e-mail has been delivered is not located in the United States, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands) or the District of Columbia and (iv) if you are a person in the United Kingdom, then you are a person who (A) has professional experience in matters relating to BD-#30445256-v4 investments within Article 19 of the Financial Services and Markets Act (Financial Promotion) Order 2005 (the "FPO") or (B) is a high net worth entity falling within Article 49(2)(a) to (d) of the FPO. THE CERTIFICATES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTORS. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU (AS AMENDED, "MIFID II"); (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE 2002/92/EC (AS AMENDED "THE INSURANCE MEDIATION DIRECTIVE"), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (III) NOT A QUALIFIED INVESTOR AS DEFINED IN DIRECTIVE 2003/71/EC, AS AMENDED (THE "PROSPECTUS DIRECTIVE"). CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (THE "PRIIPS REGULATION") FOR OFFERING OR SELLING THE CERTIFICATES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EUROPEAN ECONOMIC AREA (THE "EEA") HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE CERTIFICATES OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION. This Prospectus has 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 Tolkien Funding Sukuk No.1 Plc, the Joint Lead Managers (as defined herein) nor any person who controls any of them respectively (nor any director, officer, employee or agent of it or affiliate of any such person) accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in electronic format and the hard copy version available to you on request from the Joint Lead Managers (as defined herein). - iii- ClickBD-#30445256 here to enter-v4 text. TOLKIEN FUNDING SUKUK NO.1 PLC (Incorporated under the laws of England and Wales with limited liability under registered number 11084430) Relevant Relevant Margin Margin from and prior to including Initial Reference Step-Up Step-Up Final Principal Rate on Date (20 Date (20 Dissolution Ratings Certificates Amount Issue Price Certificates April 2021) April 2021) Date Moody's/S&P Three-Month Sterling 0.8% per 1.6% per Aaa by Moody's and ................................£250,000,000 100% LIBOR annum annum 20 July 2052 AAA by S&P The date of this Prospectus is 16 February 2018 Arranger Al Rayan Bank PLC Joint Lead Managers Al Rayan Bank PLC Standard Chartered Bank - iii- ClickBD-#30445256 here to enter-v4 text. Issue Date................................................. The Trustee expects to issue the Certificates on 22 February 2018 (the "Issue Date"). Underlying Assets.................................... The Trustee will make payments on the Certificates from, inter alia, rental and acquisition payments received from a portfolio comprising Home Purchase Plans originated by Al Rayan Bank PLC ("Al Rayan") and their related residential properties located in England and Wales which will be purchased by the Trustee on the Issue Date. Please refer to the section entitled "Constitution of the Portfolio Assets Pool - The Portfolio Assets Pool" for further information. Credit Enhancement ............................... the Deferred Purchase Price, paid in accordance with the Pre-Enforcement Principal Priority of Payments from Available Principal Funds; amounts standing to the credit of the Reserve Ledger; and any Available Revenue Funds available for distribution in accordance with items (vi) to (viii) of the Pre-Enforcement Revenue Priority of Payments on each Periodic Distribution Date ("Excess Spread") (if any). Please refer to the section entitled "Credit Structure" for further information. Liquidity Support.................................... Available Principal Funds applied to meet unpaid profit on the Certificates and the fees and expenses of the Security Trustee, the Delegate, the Cash Manager, the Agents, the Account Bank, the Corporate Services Provider, the Standby Servicer and the Sharia Compliance Fee if not paid from Available Revenue Funds; and amounts standing to the credit of the Reserve Ledger. Please refer to the section entitled "Credit Structure" for further information. Redemption Provisions ........................... Information on any optional and mandatory redemption of the Certificates is summarised on page 13 ("Transaction Overview - Terms and Conditions of the Certificates - Dissolution") and set out in full in Condition 5 (Certificate Redemption and Dissolution of Trust). Credit Rating Agencies........................... In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Community and registered under the CRA Regulation. Each of Moody's and S&P is established in the EU and is registered under the CRA Regulation. Credit Ratings ......................................... Ratings are expected to be assigned to the Certificates as set out above on or before the Issue Date. - iv- ClickBD-#30445256 here to enter-v4 text. The ratings assigned by Moody's address, inter alia, the probability of default and expected severity of loss given default of the Certificates held by the Certificateholder.

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