PRIVATE RESI MORTGAGES (PTY) LTD - Notice of a meeting of the holders of all notes

Notice of a meeting of the holders of all notes

PRIVATE RESIDENTIAL MORTGAGES PROPRIETARY LIMITED
Registration Number 2005/044471/07
(the "Issuer")


NOTICE OF A MEETING OF THE HOLDERS OF ALL NOTES




Pursuant to Condition 18.2 and in accordance with Condition 22 of the Terms and
Conditions of the Notes, Private Residential Mortgages Security SPV Series 1
Proprietary Limited (the "Security SPV") hereby gives notice that a meeting of the
holders   of   the   Notes   all   issued   by   the   Issuer   under   Series   1   of   its
ZAR20 000 000 000 Residential Mortgage Backed Securities Programme, will be
held on 15 November 2012 or 26 November 2012, as the case may be, at
09h00 at the offices of Investec Bank Limited, 100 Grayston Drive, Sandown,
Sandton at which the following resolutions (on the same or similar terms as set out
below, provided that any amendment to the terms of the special resolutions set out
below, will be communicated to the Noteholders in writing prior to the meeting) will
be considered and, if deemed fit, passed with or without modification.

Unless otherwise defined, words and expressions used in this notice will bear the
same meanings as in the Programme Memorandum of the Issuer dated 13
November 2006, as amended and supplemented by the Applicable Series
Supplement in respect of Series 1 of the Programme, dated 13 November 2006, as
amended (the "Series 1 Series Supplement").




SPECIAL RESOLUTION


1. WHEREAS


The Issuer wishes to amend certain Terms and Conditions of Notes as set out in the
Transaction Documents.


2.IT IS ACCORDINGLY RESOLVED THAT


The Issuer be and is hereby authorised to delete the current definition of Required
Credit Rating in its entirety and replace it with the following:
"1.108 Required Credit Rating" – means


    1.108.1 in respect of Permitted Investments, at least a global scale rating of
    P-2 or F2 or A2 by the relevant Rating Agency on the short-term scale or a
    global scale rating of Baa1 or BBB+ by the relevant Rating Agency on the
    long-term scale;


    1.108.2 in respect of a Derivative Counterparty, at least a global scale rating
    of P-2 or F2 or A2 by the relevant Rating Agency on the short-term scale or a
    global scale rating of Baa1 or BBB+ by the relevant Rating Agency on the
    long-term scale;


    1.108.3   in respect of the Account Bank and GIC Provider, at least a global
    scale rating of P-2 or F2 or A2 by the relevant Rating Agency on the short-
    term scale or a global scale rating of Baa1 or BBB+ by the relevant Rating
    Agency on the long-term scale;


    1.108.4   in respect of the Liquidity Facility Provider and Redraw Facility
    Provider, at least a global scale rating of P-2 or F2 or A2 by the relevant
    Rating Agency on the short-term scale or a global scale rating of Baa1 or
    BBB+ by the relevant Rating Agency on the long-term scale;


    1.108.5 in respect of the Servicer, at least a global scale rating of Baa3 or
    BBB- by the relevant Rating Agency on a long-term scale;


    1.108.6 in each case, in the absence of a global scale, local currency credit
    rating, such equivalent public information ratings by the relevant Rating
    Agency; and


    1.108.7 in the case of other transaction parties required to hold the Required
    Credit Rating in terms of the Transaction Documents, the same global scale,
    local currency credit rating as that assigned, if any, by the relevant Rating
    Agency to the highest-ranking Notes in issue at any point in time;"


EXTRAORDINARY RESOLUTION

1.WHEREAS

The Security SPV will have complied with the notice period set out in Condition
22.5.1 of the Terms and Conditions of the Notes in sending out notice of the
meeting held to be held on 15 November 2012 or 26 November 2012, as the case
may be, on 2 November 2012 (the "Notice").


2.IT IS ACCORDINGLY RESOLVED THAT
To the extent required, each Noteholder hereby unconditionally and irrevocably
waives receipt of the Notice within a period shorter than that set out in Condition
22.5.1. of the Terms and Conditions of the Notes.




EFFECTIVE DATE

The Special Resolution and Extraordinary Resolution above shall be effective from
the date of their passing.



PROXIES

1.   In terms of Condition 22.11 of the Terms and Conditions of the Notes, a
     Noteholder 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.

2.   A person appointed to act as proxy need not be a Noteholder.


3.   A form of proxy ("proxy form") is enclosed for those Noteholders who wish to
     be represented at the meeting.


4.   Please note that the proxy form must be delivered to each respective
     Noteholder's Participant(s) and the Specified Office of the Transfer Agent on or
     before 9 November 2012.




BY ORDER OF THE BOARD OF THE SECURITY SPV

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