NQABA FINANCE 1 (RF) LIMITED - Results of Noteholder Meeting Held on 12 May 2017

Results of Noteholder Meeting Held on 12 May 2017

NQABA FINANCE 1 SECURITY SPV (RF) PROPRIETARY LIMITED
Registration Number 2005/036141/07 (the "the Security SPV")

Bond Code                                ISIN
NQ1A10                                   ZAG000077686
NQ1A17                                   ZAG000105941
NQ1A18                                   ZAG000115569
NQ1A19                                   ZAG000126509
NQIA21                                   ZAG000136664
NQIA22                                   ZAG000136722
NQ1B10                                   ZAG000077702
NQ1B15                                   ZAG000105966
NQ1B16                                   ZAG000115577
NQ1B17                                   ZAG000126467
NQ1C10                                   ZAG000077694
NQ1C15                                   ZAG000105958
NQ1C16                                   ZAG000115585
NQ1C17                                   ZAG000126459
NQF1D5                                   ZAG000077678
NQF1D7                                   ZAG000105974
NQF1D8                                   ZAG000136656

RESULTS OF NOTEHOLDER MEETING HELD ON 12 MAY 2017

Noteholders are advised that at the meeting of noteholders (“Noteholders’ Meeting”) held on Friday, 12
May 2017, other than Extraordinary Resolutions 2B; 3B; 8 and 22, all of the resolutions as set out in the
notice of Notehollders’ Meeting were passed by the requisite majority of votes of noteholders present in
person or represented by proxy.

The voting results were as follows:
                                                          FOR          AGAINST       ABSTAINED
RESOLUTION
                                                          (%)            (%)            (%)
EXTRAORDINARY RESOLUTION 1 - UPDATING                    82.9%           0.0%            17.1%
THE DEFINITION OF "ARREARS"

EXTRAORDINARY RESOLUTION 2A -
INCREASING/RESETTING THE ARREARS
RESERVE TRIGGER BY AMENDMENT TO
DEFINITION OF "ARREARS RESERVE TRIGGER                   82.9%           0.0%            17.1%
EVENT"

EXTRAORDINARY RESOLUTION 2B -
AMENDMENT TO THE DEFINITION OF
ARREARS RESERVE TRIGGER TO ALIGN THE                     39.1%           43.9%           17.1%
CALCULATION WITH MARKET PRACTICE

EXTRAORDINARY RESOLUTION 3A -
INCREASING THE ARREARS TRIGGER FOR AN
EARLY AMORTISATION EVENT BY
AMENDMENT TO THE DEFINITION OF "EARLY
AMORTISATION EVENT" AT SUB-PARAGRAPH                     82.9%           0.0%            17.1%
1.80.5. OF THE PROGRAMME MEMORANDUM

EXTRAORDINARY RESOLUTION 3B -
AMENDMENT TO THE DEFINITION OF "EARLY
AMORTISATION EVENT" AT SUB-PARAGRAPH
1.80.5. OF THE PROGRAMME MEMORANDUM
TO ALIGN THE CALCULATION WITH MARKET                     49.3%           33.7%           17.1%
PRACTICE
                                       2.

EXTRAORDINARY RESOLUTION 4 - AMENDING
THE DEFINITION OF "EARLY AMORTISATION
EVENT" AT SUB-PARAGRAPH 1.80.8. OF THE
PROGRAMME MEMORANDUM RELATING TO                         78.1%           4.8%            17.1%
THE RATING OF ESKOM

EXTRAORDINARY RESOLUTION 5 -
INCREASING THE ISSUER EXPENSE CAP BY
AMENDMENT TO THE DEFINITION OF "ISSUER                   82.9%           0.0%            17.1%
EXPENSE CAP"

EXTRAORDINARY RESOLUTION 6 -
AMENDMENT TO THE DEFINITION OF
"LIQUIDITY SHORTFALL" TO PROVIDE FOR
LIQUIDITY SHORTFALLS DURING THE                          82.9%           0.0%            17.1%
AMORTISATION PERIOD

EXTRAORDINARY RESOLUTION 7 -
AMENDMENT TO THE DEFINITION OF
"PRINCIPAL BALANCE" TO CLARIFY WHAT                      82.9%           0.0%            17.1%
CONSTITUTES WRITTEN OFF AMOUNTS

EXTRAORDINARY RESOLUTION 8 -
AMENDMENT TO THE DEFINITION OF
"PURCHASES RESERVE CAP" TO CLARIFY                       43.9%          39.1%            17.1%
WHAT AMOUNTS ARE INCLUDED THEREIN

EXTRAORDINARY RESOLUTION 9 -
AMENDMENT TO THE DEFINITION OF REDRAW
FACILITY LIMIT TO REDUCE THE MINIMUM
REDRAW FACILITY REQUIRED TO BE                           82.9%           0.0%            17.1%
MAINTAINED BY THE ISSUER

EXTRAORDINARY RESOLUTION 10 -
AMENDMENT TO THE DEFINITION OF
"REQUIRED CREDIT RATING" TO AMEND THE
SHORT TERM SCALE AND LONG-TERM SCALE
REQUIRED CREDIT RATING IN THE CASE OF
PERMITTED INVESTMENTS WITH A MAXIMUM                     78.1%           4.8%            17.1%
TERM OF 30 DAYS OR LESS

EXTRAORDINARY RESOLUTION 11 -
AMENDMENT TO THE DEFINITION OF
"REQUIRED CREDIT RATING" TO AMEND THE
SHORT TERM SCALE AND LONG-TERM SCALE
REQUIRED CREDIT RATING IN THE CASE OF
PERMITTED ZAR INVESTMENTS WITH A                         78.1%           4.8%            17.1%
MAXIMUM TERM OF 364 DAYS OR LESS

EXTRAORDINARY RESOLUTION 12 -
AMENDMENT TO THE DEFINITION OF
"REQUIRED CREDIT RATING" TO AMEND THE
SHORT TERM SCALE AND LONG-TERM SCALE
REQUIRED CREDIT RATING IN RESPECT OF
THE ACCOUNT BANK, DERIVATIVE
COUNTERPARTY, LIQUIDITY FACILITY
PROVIDER AND THE REDRAW FACILITY                         82.9%           0.0%            17.1%
PROVIDER
                                                         82.9%           0.0%            17.1%
EXTRAORDINARY RESOLUTION 13 -
AMENDMENT TO THE DEFINITION OF
                                         3.
"REQUIRED CREDIT RATING" TO AMEND THE
SHORT TERM SCALE AND LONG-TERM SCALE
REQUIRED CREDIT RATING IN RESPECT OF
THE GIC PROVIDER

EXTRAORDINARY RESOLUTION 14 -
AMENDMENT TO THE DEFINITION OF
"REQUIRED DIRECT EMPLOYEES
PERCENTAGE" TO CLARITY, INTER ALIA,
WHERE ACTUAL PERCENTAGE WILL BE                          82.9%           0.0%            17.1%
REFLECTED

EXTRAORDINARY RESOLUTION 15 -
AMENDMENT OF CONDITION 3.2.3 TO ALIGN
WITH THE CURRENT JSE DEBT LISTING                        82.9%           0.0%            17.1%
REQUIREMENTS

EXTRAORDINARY RESOLUTION 16 -
AMENDMENT OF CONDITION 6.5 TO INCLUDE
THE JSE AND CENTRAL SECURITIES
DEPOSITORY AS PARTIES TO BE NOTIFIED OF                  82.9%           0.0%            17.1%
THE INTEREST RATE

EXTRAORDINARY RESOLUTION 17 -
AMENDMENT OF CONDITION 6.6 TO INCLUDE
THE JSE AND CENTRAL SECURITIES
DEPOSITORY AS PARTIES TO BE NOTIFIED OF                  82.9%           0.0%            17.1%
THE INTEREST AMOUNT

EXTRAORDINARY RESOLUTION 18 -
INSERTION OF A NEW CONDITION 14.4, WHICH
PROVIDES FOR BENEFICIAL INTERESTS TO BE
EXCHANGED FOR NOTES IN DEFINITIVE
FORM, IN ACCORDANCE WITH THE
APPLICABLE PROCEDURES AND THE                           82.9%            0.0%            17.1%
FINANCIAL MARKETS ACT, 2012.

EXTRAORDINARY RESOLUTION 19 -
AMENDMENT TO CONDITION 16.2 TO ALIGN
THE PROVISIONS RELATING TO THE                          82.9%            0.0%            17.1%
REGISTER WITH CURRENT LEGISLATION

EXTRAORDINARY RESOLUTION 20 -
AMENDMENT TO CONDITION 17.1 WITH
CONSEQUENTIAL AMENDMENTS TO
CONDITIONS 17.2 AND 17.3 SO AS TO UPDATE
THE PROVISIONS RELATING TO THE GIVING                   82.9%            0.0%            17.1%
OF NOTICES

EXTRAORDINARY RESOLUTION 21 -
AMENDMENT TO CONDITION 18 (IN
PARTICULAR 18.1, 18.3, 18.4, 18.5 AND 18.6)
(AMENDMENT OF THE TERMS AND
CONDITIONS AND PRIORITY OF PAYMENTS)
SO AS TO BRING THE PROVISIONS IN LINE
WITH THE NEW JSE DEBT LISTING                           77.6%            5.4%            17.1%
REQUIREMENTS

EXTRAORDINARY RESOLUTION 22 - GENERAL                   45.5%            0.0%            54.5%
AMENDMENTS
                                            4.

EXTRAORDINARY RESOLUTION 23 -                           79.2%           0.0%             20.8%
EFFECTIVE DATE OF THE AMENDMENTS


15 May 2017

Debt Sponsor
Absa Corporate and Investment Bank, a division of Absa Bank Limited

Date: 15/05/2017 09:38:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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