IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES. IMPORTANT: You must read the following before continuing. The following applies to the prospectus following this page (the "Prospectus"), 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 A SOLICITATION OF AN OFFER TO BUY THE SECURITIES DESCRIBED IN THE PROSPECTUS IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED BELOW) EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. IN ORDER TO BE ELIGIBLE TO READ THE PROSPECTUS OR MAKE AN INVESTMENT DECISION WITH RESPECT TO THE SECURITIES DESCRIBED THEREIN, YOU MUST NOT BE A "U.S. PERSON" AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (A "U.S. PERSON"). WITHIN THE UNITED KINGDOM, THE PROSPECTUS MAY NOT BE PASSED ON EXCEPT TO INVESTMENT PROFESSIONALS OR OTHER PERSONS IN CIRCUMSTANCES IN WHICH SECTION 21(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED) DOES NOT APPLY TO THE ISSUER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE PROSPECTUS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE PROSPECTUS RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE 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 DOCUMENT 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. Confirmation of your representation: The Prospectus is being sent at your request and by accepting the e-mail and accessing the Prospectus, you shall be deemed to have represented to us that you have understood and agreed to the terms set out herein and you are not a U.S. Person or acting for the account or benefit of a U.S. Person and the electronic mail address that you have given to us and to which this email 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 that you consent to delivery of the Prospectus by electronic transmission. You are reminded that the Prospectus has been delivered to you on the basis that you are a person into whose possession the 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 the Prospectus to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and The Royal Bank of Scotland plc, Barclays Bank PLC, BNP Paribas, Commonwealth Bank of Australia, Crédit Agricole Corporate and Investment Bank, ING Bank N.V., Lloyds Bank plc, MUFG, RBC Capital Markets and SMBC Nikko Capital Markets Limited (each a "Dealer") or any affiliate of a Dealer is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by a Dealer or such affiliate on behalf of the issuer in such jurisdiction. The 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 none of the Dealers, nor any person who controls the Dealers, nor any director, officer, employee or agent 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 herewith and the hard copy version available to you on request from the Dealers. 2 Eversholt Funding plc (incorporated with limited liability in England and Wales with registered no. 7329930) £3,000,000,000 Multicurrency programme for the issuance of Bonds unconditionally and irrecoverably guaranteed by Eversholt Rail Holdings (UK) Limited (incorporated with limited liability in England and Wales with registered no. 04415647) Eversholt Finance Holdings Limited (incorporated with limited liability in England and Wales with registered no. 7327371) Eversholt Rail (UK) Limited (incorporated with limited liability in England and Wales with registered no. 06953114) Eversholt Depot Finance (UK) Limited (incorporated with limited liability in England and Wales with registered no. 05229765) Eversholt Rail (380) Limited (incorporated with limited liability in England and Wales with registered no. 01139640) European Rail Finance (GB) Limited (incorporated with limited liability in England and Wales with registered no. 02720809) Eversholt Investment Limited (incorporated with limited liability in Ireland with registered no. 490363) European Rail Finance Holdings Limited (incorporated with limited liability in Ireland with registered no. 443562) European Rail Finance Limited (incorporated with limited liability in Ireland with registered no. 443563) European Rail Finance (2) Limited (incorporated with limited liability in Ireland with registered no. 510311) Eversholt Funding plc (the "Issuer") has established a multicurrency programme for the issuance of a single class of bonds designated as the Bonds (the "Programme"). There is no provision under the Programme for other classes of bonds. The payments of all amounts due in respect of the Bonds will be unconditionally and irrevocably guaranteed by Eversholt Investment Limited, Eversholt Rail Holdings (UK) Limited, Eversholt Finance Holdings Limited, Eversholt Rail (UK) Limited, Eversholt Depot Finance (UK) Limited, Eversholt Rail (380) Limited, European Rail 3 Finance (GB) Limited, European Rail Finance Holdings Limited, European Rail Finance Limited and European Rail Finance (2) Limited. Application has been made to the Financial Conduct Authority in its capacity as competent authority (the "UK Listing Authority" or "UKLA") for Bonds issued under the Programme during the period of twelve months after the date hereof to be admitted to the official list of the UK Listing Authority (the "Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for such Bonds to be admitted to trading on the London Stock Exchange – Regulated Market (the "Market"). References in this Prospectus to Bonds being "listed" (and all related references) shall mean that such Bonds have been admitted to trading on the Market and have been admitted to the Official List. The Market is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC. Notice of the aggregate nominal amount of Bonds, interest (if any) payable in respect of Bonds, the issue price of Bonds and certain other information which is applicable to each Tranche (as defined under "Terms and Conditions of the Bonds") of Bonds will be set out in a final terms document (the Final Terms) which will be delivered to the UK Listing Authority and, where listed, the London Stock Exchange. Copies of Final Terms in relation to Bonds to be listed on the London Stock Exchange will also be published on the website of the London Stock Exchange through a regulatory information service. The Bonds may be issued, on a continuing basis, to one or more of the Dealers specified under "Some Characteristics of the Programme" and any additional Dealer appointed under the Programme from time to time by the Issuer (each a "Dealer" and together the "Dealers"), which appointment may be for a specific issue or on an ongoing basis. References in this Prospectus to the "relevant Dealer" shall, in the case of an issue of Bonds being (or intended to be) subscribed by more than one Dealer or in respect of which subscriptions will be procured by more than one Dealer, be to all Dealers agreeing to subscribe for such Bonds or to procure subscriptions for such Bonds, as the case may be. The Programme has been rated BBB by Standard & Poor’s Credit Market Services Europe Limited (being one of the entities through which Standard & Poor’s Ratings Services’ business operations in the European Union are currently conducted) (“S&P”) and A- by Fitch Ratings Limited (“Fitch”). Each of Fitch and S&P is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended by Regulation (EU) No 513/2011 and Regulation (EU) No 462/2013, collectively the “CRA Regulation”).. Bonds issued under the Programme may be rated or unrated by either of the rating agencies referred to above. Where a Tranche of Bonds is rated, such rating will be disclosed in the Final Terms and will not necessarily be the same as the rating assigned to the Programme by the relevant rating agency.