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MMF101/ MMF201/ MMF301/ MMF401 -
Notice of a general meeting of noteholders
MMELA MOBILITY FINANCE (RF) LIMITED
("the Issuer" or "the Company")
(Registration Number: 2015/231615/06)
Stock Code: MMF101; MMF201; MMF301; MMF401
NOTICE OF A GENERAL MEETING OF NOTEHOLDERS OF ALL THE OUTSTANDING NOTES ISSUED BY MMELA MOBILITY FINANCE (RF) LIMITED UNDER ITS
ASSET-BACKED NOTE PROGRAMME
Unless otherwise defined, capitalised terms and expressions used in this notice shall have the meanings ascribed to such terms and expressions in the
programme memorandum issued by the Issuer dated 28 June 2017 ("the Programme Memorandum") in relation to its ZAR3,000,000,000 asset backed note programme
("the Programme").
Mmela Mobility Finance Security SPV (RF) Limited (the "Security SPV") and the Issuer have received a requisition, dated 5 January 2018 duly deposited at the offices
of the Security SPV, from a Noteholder holding more than 10% of the of the aggregate Principal Amount Outstanding of the Notes, requesting a general meeting of all
noteholders of the Issuer with the following proposed agenda items:
* Administration, collection and accounting of cashflows since the appointment of the Back-up Servicer;
* Impact of the future sustainability of the structure, given that the Servicer disputes the occurrence of Servicer Default event;
* Existing or imminent Events of Default consequences thereof; and
* The Originator's forecast of new asset originations and its funding plans in this regard.
NOTICE OF A GENERAL MEETING OF NOTEHOLDERS
1. Pursuant to Condition 21 of the Terms and Conditions of the Notes, the Issuer hereby gives notice that a meeting of the holders of all the outstanding Notes issued
by the Issuer under the Programme will be heldÊat 15:30 on Thursday 8 February 2018 at the offices of Werksmans Attorneys, The Central, 96 Rivonia Road, Sandton,
Johannesburg (the "General Noteholders Meeting").
2. This is a meeting arising from a requisition issued on 5 January 2018 by the following class of Noteholder (the "Requisitionist"):
* Class A (45,98% of the of the aggregate Principal Amount Outstanding of the Notes *);
* As supplied by the Requisitionists.
3. The date at which holders of Notes should be recorded in the Register to receive the notice of meeting is 25 January 2018.
WHEREAS
4. In terms of Condition 21.4.1 of the Terms and Conditions of the Notes, written notice of a meeting of Noteholders is to be given to Noteholders at least 21 days prior
to the meeting unless Noteholders holding at least 90% of the aggregate Outstanding Principal Amount of the Notes agree in writing to a shorter notice period.
The meeting convened in terms of this notice has been convened with the required notice of at least 21 days.
ELECTRONIC PARTICIPATION BY NOTEHOLDERS
5. Should any Noteholder (or a representative or proxy of such a Noteholder) wish to participate and speak in the General Meeting of Noteholders by way of electronic
participation, that Noteholder should make an application in writing (including details as to how that Noteholder or its representative (including its proxy) can be
contacted) to so participate, to the Issuer or the Security SPV, by no later than 1 February 2018.
IDENTIFICATION
6. In terms of section 62(3) of the Companies Act, before any person may attend or participate in the General Meeting, that person must present reasonably satisfactory
identification and the person presiding at the General Meeting must be reasonably satisfied that the right of the person to participate and vote at the General Meeting,
either as a Noteholder, or as a proxy for a Noteholder, has been reasonably verified. Forms of identification include the presentation of a valid identity document,
driver's license or passport.
PROXIES
7. In terms of Condition 21.10, a Noteholder that is entitled to attend and vote at a meeting of Noteholders, is entitled to appoint a proxy to act on his behalf in connection
with such meeting.
8. A person appointed to act as proxy need not be a Noteholder.
9. A form of proxy ("proxy form") has been attached to the notice of meeting request for those of the Noteholders who wish to be represented by proxy at the meeting.
10. Please note that the proxy form should be deposited at the Specified Office of the Issuer or sent to Strate Proprietary Limited at cdadmin@strate.co.za, and a copy
sent to the Debt Sponsor at charlize@red-inc.co.za, at any time before the time appointed for holding the meeting or adjourned meeting of the Noteholders, but not less
than 48 hours before the date of the meeting.
By order of the Board of the Issuer
17 January 2018
Annex A
MMELA MOBILITY FINANCE (RF) LIMITED
("the Issuer" or "the Company")
(Registration Number: 2015/231615/06)
Form of Proxy
For use by all of the holders of Notes issued by the Issuer under its R3,000,000,000 asset backed note programme (the "Noteholders"), at a meeting of Noteholders to
be held at 15:30 on Thursday 8 February 2018 at the offices of Werksmans Attorneys, The Central, 96 Rivonia Road, Sandton, Johannesburg (the "General Noteholders
Meeting").
Capitalised words and phrases used in this form of proxy will, unless otherwise defined, bear the same meanings as in the programme memorandum of the Issuer dated
28 June 2017, read with the Applicable Pricing Supplements published in respect of the Notes issued (the "Programme Memorandum").
I/We __________________________ being the holder(s) of Notes of Class_____ in an Outstanding Principal Amount of ZAR_____________, appoint [ ],
as my/our proxy to act for me/us and on my/our behalf at the General Noteholders Meeting which will be held for the purpose of discussing the agenda points as listed
in the meeting notice.
Mmela Mobility Finance (RF) Limited:
David Towers
Tel: +27 11 268 6434
Email: david@quadridge.co.za
Mmela Mobility Finance Security SPV (RF) Proprietary Limited:
Kurt van Staden
Tel: +27 11 268 6434
Email: kurt@quadridge.co.za
Debt Sponsor:
Redinkcapital (Pty) Limited
Charlize Wiederkehr
Tel: +27 10 0052014
Email: charlize@red-inc.co.za
Date: 17/01/2018 04:03:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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