Presentation to Investors on Proposed Merger Introduction

1. Introduction 2. Reasons for this merger 3. Governance and timetable 4. Development programme and enterprise profile 5. Welfare reform 6. Financial profile 7. Treasury policies

Introduction

• Notting Hill Housing has been seeking a merger partner for some time. • Genesis has also been seeking a merger partner since its failed combination with Thames Valley Housing Association • Both organisations have separately concluded that to make a difference in the new world, it is necessary to be of significant size - the new organisation will be the third largest in London and the fifth largest in England. • This will enable us to have influence at the centre of Government, both locally and nationally. • Given this, we have decided to come together. • This presentation to Investors intended to explain the rationale and to provide some key information on the new organisation.

Reasons for this merger

Notting Hill Housing and Genesis were founded by people who understood the London housing crisis of their time. Both organisations started in West London in the 1960s, either side of the Harrow Road, but have developed into truly pan-London housing associations, owning or managing more than 64,000 homes between them. The geography - creating a major housing organisation for London - is compelling. Joining together increases our financial resilience and the first task will be to review the position carefully and stabilise the finances of the combined organisation Reasons for this merger We have five good reasons for this merger: . A good reason for London and the South East: Greater efficiency will enable us to build around 2,700 homes annually, making us able to secure the largest opportunities from London local authorities. . A good reason for our residents: We will invest in modernising our services making easier for customers to interact with us through digital means and we will offer more opportunities to our tenants and their families. . A good reason for employees: As our staff create the new organisation, we will protect jobs and livelihoods, and provide greater opportunities in a stronger organisation. . A good reason for shareholders: We will keep our shareholders and maintain our social purpose . A good reason for all: Providing more affordable housing is both challenging than ever and more necessary. Reasons for this merger- Geography

Both organisations have a strong focus on London. 87% of our stock is in London. Looking at specific London Boroughs: . Largest by social housing stock owned: Barnet, Hammersmith & Fulham, Hounslow, Kensington & Chelsea and Westminster. . Second largest by social housing stock owned: Brent (Network is larger) and Camden (One is larger). . Third largest by social housing stock owned: Ealing (Catalyst and A2 Dominion are larger) and Harrow (A2 Dominion and Home are larger). Our stock is spread widely across London and the South east as follows. Combined Stock – Centred on London

Stock in London 87% of Total Stock Combined Stock – Southern England

Total stock owned and managed 64,516 Credit Strengths of new organisation

We will have over 64,000 homes owned and managed. . 87% of our stock is in London, where the average population growth was 1.29% pa for the 10 years to 2016 and house prices average £471,472 against the UK average of £215,847 (218% of the average). . In London, the average RP rent is less than half the average market rent (£125.47pw vs. £300pw). . We will have Board members and executives from each organisation, so that we understand the characteristics of each, and have the capability to deliver strategic aims - see governance slides. . The average age of our housing is about 35 years, with void losses of around 1% across our social housing stock. . Our social housing has arrears of about 5%.

Governance arrangements

This is a merger of equals and the governance arrangements reflect that. The new Group will be called Notting Hill Genesis. The parent of the new group will be Genesis Housing Association with Notting Hill Housing Trust becoming a wholly controlled subsidiary. Other changes to tidy up the structure will follow. The 12 member Group Board will consist of four non executives from each of Notting Hill & Genesis, a resident from each, the Chief Executive and the Deputy Chief Executive. The names are on the following slide. The Group Board will be the Board of all the RPs in the Group. The Chief Executive designate is Kate Davies and the Deputy Chief Executive designate, Elizabeth Froude. A further seven executives will be appointed, with a broadly equal number from each side. Governance arrangements - Board

The expected Board members are as follows. Non Executive Members Resident Members Dipesh Shah (Chair) Stephen Bitti Jenny Buck Linde Carr Jane Hollinshead Bruce Mew Executive Members Alex Phillips Kate Davies (Chief Executive) Richard Powell Elizabeth Froude (Deputy Chief Executive) Eugenie Turton James Wardlaw Projected Timeline

Key dates: . Business case approval by Boards on 19 July . Announcement to markets, staff and public – 20 July . Notting Hill shareholders approval 13 September . Final resolutions passed by Boards, including formal approval of business plan - September . Formal approach to rating agencies for new rating on combined entity – September/October . Final approval by Boards in late November/early December 2017. . Completion of transaction targeted for 31 December 2017

Development Programme Both organisations have an active development programme. . We will build on that to ensure that we have an organisation targeting completion of 2,700 homes each year. Type Homes Low cost rental 690 Shared ownership 970 Private sale 520 Market rent 520 Total 2,700 . It will take some years to each a steady state, but we expect to complete about 12,000 homes over the five years to 2023. . We intend to keep most of our programme as social tenures (low cost rental & shared ownership), with a balance of about 60%/40% in favour of them. Pipeline - five years to March 2023 Completions Total of 12,242 homes in the pipeline of which 11,418 are identified Low cost rental 2,920 2,899 and the remaining 824 have yet to be Shared ownership identified.

Market rent 1,857 Expect to increase gradually to about 4,566 Private sale 2,700 pa from 2024 onwards. Risk management

We will put in place mechanisms to ensure that the risk of development is well managed. These include: . Limitations on new capital commitments in each year . Limitations on the amount of capital we will to put at risk, by reference to housing price reductions and reserves . Limitations on land bank (£200m at 30 June) . All schemes approved by the Executive, with lager ones referred to a specialised sub committee and very large ones to full Board too. . Treasury policies to ensure that we have sufficient liquidity in adverse scenarios. . Large commitments phased to reduce exposure over time . Sales programmes phased over time with the ability to finance and manage as market rent if needed. Largest schemes

The three largest schemes are at: . Grahame Park . Aylesbury Estate . Canada Water

The following three slides summarise each.

Note that each scheme has a number of phases, meaning that we are not committed to the entire expenditure now. Grahame Park

• Masterplan c. 3,000 homes • Stage A - 685 homes (complete) • Stage B - 1,083 homes (starting soon) • Stage B+ - 1,231 homes (future development) 21 Aylesbury Estate

•Signed up with LB Southwark April 2014 •3,538 homes, 820 in Phase 1 •Demolition in progress for Phase 1 •Capital investment (Phase 1) £352m •Review for CPO decision •Capital investment (total) £1,316m •Construction expected to start 2018 •Expected completion: 2034 Canada Water

•Construction started April 2016 •Committed in phases 2017 to 2021. •Capital investment: £589m •Mix of 1,030 homes: •Includes 42 storey tower •162 Affordable Rent •In partnership with Sellar Group •69 Shared Ownership •Designed by Macreanor Lavington and •453 Private Sale David Chipperfield •346 Market Rent

Welfare Reform- Key Statistics

33% of turnover impacted by Universal Credit

Social housing rent via Housing Benefit from tenants of working age

38% 33% Social housing rent via Housing Benefit from tenants not of working age Social housing rent not from Housing Benefit Other turnover 4% 25%

Financial Highlights - pro forma basis

Year ending 31 March 2017

. Turnover of £688m . Total assets of £7.6bn . Group surplus of £167m . Reserves of £3.06bn . Debt of £2.8bn . 64,516 homes owned and managed . Successful sales programme . VP value of housing properties of £19.3bn . Committed, undrawn funding lines available of £593m 2016/17 Turnover (£m) - total £688m Property Valuations

As at 31 March 2017 Genesis Notting Total Hill Category £bn £bn £bn Completed housing - cost (A) 2.9 3.1 6.0 Housing under construction - cost 0.1 0.2 0.3 Unsold housing for sale 0.1 - 0.1 Housing for sale - land bank and under construction 0.1 0.3 0.4 Investment properties at valuation 0.1 0.3 0.4 Investment properties under construction 0.1 0.1 0.2 Total property - book value 3.4 3.8 7.2

Estimated valuations Completed property (A) at VP value 7.4 11.9 19.3 Completed property (A) at MV-T 4.1 5.5 9.6 Completed property (A) at EUV-SH 1.9 2.9 4.8 Pensions

Both organisations have defined benefit (DB) schemes that are closed to new accrual. Genesis has transferred its former participation in the Social Housing Pension Scheme to a new scheme (Genesis 2016 scheme). It also continues to operate the PCHA 2001 scheme. Genesis also has membership of the LPFA scheme. Notting Hill Housing continues to be a member of the SHPS DB scheme and has a liability to a LGPS scheme (LB Richmond) - with one active member.

Registered Provider Scheme Net Liability per accounts (£m) Genesis Genesis 2016 11.8 Genesis PCHA 2001 18.2 Genesis LPFA 2.9 Notting Hill SHPS 23.7 Notting Hill LGPS 0.9 Total 57.5

Summary of Debt and Liquidity Position

Group Debt Position as at 31 March 2017 Facilities (£m) Drawn (£m) Undrawn (£m) Genesis 1,761 1,523 238 Notting Hill Housing 1,704 1,349 355 Group 3,465 2,872 593

Summary of Group Debt Position at 31 March 2017 Group Debt Maturity Profile • Average life of drawn debt: 17 years • Average cost of drawn debt: 3.97% • Total Borrowings: £2,872m • Undrawn facilities: £593m • Cash Balance: £80m • No cross default between Apollo and Pegasus or other Group companies. Summary of Loan covenants at 31 March 2017

Loan Covenants Genesis Interest Cover - 105% (actual 145% at 31 March 2017) Genesis Gearing - 65% (actual 49% at 31 March 2017) Notting Hill Housing Trust Interest Cover - 108% (actual 292% at 31 March 2017) Notting Hill Housing Trust Gearing - 75% (actual 43% at 31 March 2017) Prudent interest rate management is optimised with the use of derivatives, but only to hedge existing exposures. Maintain prudent level of variable rate debt (greater flexibility for sales receipts) Circa 14,631 unencumbered properties with security value of £2.9bn based on a mixture of EUV-SH and MV-T. Other treasury matters

Group Debt Mix Position Target Lower Central Higher Actual Fixed 50% 70% 90% 80% Floating 5% 15% 25% 17% Indexed linked 40% 8% 155% 3%

Group Duration Target liquidity: Target: 10 years Highest of sufficient to meet: Permitted range: 9 years to 14 years . all contractual commitments Actual as at 31 March: 10.3 years . 18 months’ forecast requirements . 150% of next 12 months’ requirements