AMBER HOUSE FUND 3 (RF) LIMITED - AHFI3-Refinancing Notice of the Notes Issued Under the Issuer

AHFI3-Refinancing Notice of the Notes Issued Under the Issuer

               AMBER HOUSE FUND 3 (RF) LIMITED
             (Registration Number 2013/020920/06)
                        (the "Issuer")
                    Bond Issuer Code: AHFI3

  REFINANCING NOTICE OF THE NOTES ISSUED UNDER THE ISSUER'S
 ZAR4,000,000,000 ASSET BACKED NOTE PROGRAMME DATED 25 APRIL
                             2013


1. We refer to the asset backed note programme implemented by
   Amber House Fund 3 (RF) Limited (the "Issuer"), under the
   programme memorandum executed by the Issuer on 25 April 2013,
   as amended, novated, restated and/or supplemented from time
   to time (the "Programme Memorandum").

2. Capitalised terms used in this letter and not otherwise
   defined herein, shall have the meanings ascribed to those
   terms in the Programme Memorandum.

3. The Issuer delivers this notice to the Central Securities
   Depository, the Participants, the Issuer Settlement Agent and
   the JSE in accordance with Condition 16.2 of the terms and
   conditions of the Notes.

4. Having received SA Home Loans Proprietary Limited's prior
   written consent, the Issuer intends, on or about 18 April
   2019 (the "Refinance Date"), to -
  4.1 issue Tranches of various Classes of Notes (the
  "Refinancing Notes"); and

  4.2 use the proceeds from the Refinancing Notes, together
  with the proceeds from the disposal by the Issuer of up to
  ZAR200,000,000 of the aggregate principal balance of the
  Issuer's Home Loans in the Home Loan Pool, on or before 18
  April 2019, to redeem the Class A3 Notes, the Class A4 Notes,
  the Class B2 Notes, the Class B3 Notes, the Class C2 Notes
  and the Class C3 Notes issued by the Issuer on 18 April 2016
  and each with a Scheduled Maturity Date of 18 April 2019 (the
  "Refinanced Notes"), in accordance with Condition 7.3.3 of
  the terms and conditions of the Notes, at their respective
  aggregate Principal Amounts Outstanding (together with
  interest accrued thereon).

5. The Issuer hereby notifies each holder of the Refinanced Notes
   that the Issuer will redeem the Refinanced Notes at their
  respective aggregate Principal Amounts Outstanding, together
  with interest accrued thereon, on the Refinance Date,
  utilising the proceeds from the Refinance Notes.

6. It is recorded that the Issuer is entitled to withdraw this
   notice of its intention to redeem the Refinanced Notes
   referred to in 5 at any time prior to the Refinance Date and,
   following such withdrawal, will not be obliged to redeem the
   Refinanced



By order of the board of the Issuer.

5 April 2019

Debt Sponsor
The Standard Bank of South Africa Limited

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