EQSTRA CORPORATION LIMITED - Notice of a meeting of the holders of all the outstanding notes of series 191 issued by Eqstra Corporation Limited

Notice of a meeting of the holders of all the outstanding notes of series 191 issued by Eqstra Corporation Limited

Eqstra Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1984/007045/06
Company code: BIEQS
ISIN EQS06: ZAG000104449
(the “Issuer”)


NOTICE OF A MEETING OF THE HOLDERS OF ALL THE OUTSTANDING NOTES OF
SERIES 191 ISSUED BY EQSTRA CORPORATION LIMITED UNDER ITS R8,000,000,000
DOMESTIC MEDIUM TERM NOTE PROGRAMME



1.    Pursuant to Condition 20 of the Terms and Conditions of the Notes of Series 191 (the
      "Series Notes"), the Issuer hereby gives notice that a meeting of the holders of all the
      outstanding Notes of Series 191 issued by the Issuer under its R8,000,000,000 domestic
      medium term note programme (the "Series Noteholders"), will be held on 22 July 2016 at
      10h30 at the offices of Eqstra Corporation Limited, 61 Maple Road, Pomona, Kempton
      Park, 1619 (the "Noteholders Meeting") at which the Special Resolution set out below will
      be considered and, if deemed fit, passed with or without modification.

2.    Unless otherwise defined, words and expressions used in this notice will bear the same
      meanings as in the programme memorandum of the Issuer dated 16 March 2012 (the
      "Programme Memorandum"), read with the Applicable Pricing Supplements for the
      Series Notes.


WHEREAS

3.    In terms of Condition 20.5.1 of the Terms and Conditions of the Series Notes, written
      notice of a meeting of the Series Noteholders is to be given to the Series Noteholders at
      least 21 days prior to the meeting unless the Series Noteholders holding at least 90% of
      the aggregate Outstanding Principal Amount of the Series 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.

AND FURTHER WHEREAS

4.    On 30 June 2016, Eqstra Holdings Limited (Registration Number 1998/011672/06)
      (“Eqstra Holdings”) announced (the “Announcement”) a proposed transaction with enX
      Group Limited (Registration Number 2001/029771/06) (“enX Group”) that includes:

4.1        the exchange of the ordinary shares held by Eqstra Holdings in the issued share
           capital of each of its Subsidiaries comprising the Industrial Equipment Business and
           Fleet Management & Logistics Business (including the Issuer) for new ordinary
           shares in Blue Falcon 263 Trading Proprietary Limited (to be renamed Eqstra
           Investments Proprietary Limited) (“Eqstra Investments”), a wholly owned subsidiary
           of Eqstra Holdings (the “Internal Restructuring”); and

4.2        following the completion of the Internal Restructuring, the disposal of the entire
           issued ordinary share capital of Eqstra Investments to enX Group, in terms of an
           asset for share transaction under section 42 of the Income Tax Act No 58 of 1962, as
           amended (the “Disposal Transaction”),

      (the “Proposed Transaction”), and will post a circular to all holders of its ordinary shares
      for purposes of implementing the Proposed Transaction and containing relevant
      information pertaining to the Proposed Transaction.

5.    The Issuer has convened a meeting of the Noteholders of all the outstanding Notes issued
      by the Issuer, to be held immediately prior to this meeting, to consider and, if deemed fit, to
      pass with or without modification, a Special Resolution that with effect from the date and
      time on which the Disposal Transaction is implemented as contemplated in the
      Announcement, the terms of the Programme Memorandum, the Terms and Conditions of
      all the outstanding Notes issued by the Issuer, the Parent Guarantee and the Subsidiary
      Guarantee be amended as follows:

5.1        by the replacement of “Eqstra Holdings” with Eqstra Investments as the Parent
           Guarantor; and

5.2        the deletion of “Mutual Construction Company (Transvaal) (Pty) Ltd” and “MCC
           Contracts (Pty) Ltd” as Subsidiary Guarantors; and

5.3        certain other consequential amendments,

      (“Proposed Amendments”), in accordance with the draft supplement to the Programme
      Memorandum attached to this notice of meeting as Appendix “B”.

6.    Subject to and conditional upon:

6.1        the Proposed Amendments having been approved by the requisite majority of
           Noteholders at a duly convened meeting of the Noteholders of all the outstanding
           Notes; and

6.2        the Disposal Transaction being implemented as contemplated in the Announcement
           (the “Effective Date”),
      it is proposed that with effect from the Effective Date, the terms of the Series Notes be
      amended on the basis contemplated in the draft amended and restated Applicable Pricing
      Supplement attached to this notice of meeting as Appendix “C” (the “Proposed Series 191
      Amendments”).

7.    The Issuer therefore requests the Series Noteholders to approve the Special Resolution
      set out below.

8.    Proxies (for use by holders of Notes held in certificated form)

8.1        In terms of Condition 20.11 a Series Noteholder entitled to attend and vote at a
           meeting of the Series Noteholders is entitled to appoint a proxy to act on his behalf in
           connection with such meeting.

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

8.3        A form of proxy ("proxy form") attached as Appendix "A" is enclosed for those of the
           Series Noteholders who wish to be represented by proxy at the meeting.

8.4        Please note that the proxy form should be deposited at the Specified Office of the
           Issuer or at the Specified Office of the Transfer Agent, as the case may be, and a
           copy sent to the Debt Sponsor, not less than 24 hours before the time appointed for
           holding the meeting or adjourned meeting of the Series Noteholders specified above.

8.5        For the avoidance of doubt, please note that all voting rights to be exercised in
           respect of Notes held in uncertificated form, may be exercised only by Strate
           Proprietary Limited for the holders of Beneficial Interests in such Notes, in
           accordance with the Applicable Procedures. If the Central Securities Depository
           Participant ("CSDP") of a holder of Beneficial Interests does not contact such holder,
           then such holder is advised to contact such holder's CSDP and provide such CSDP
           with the holder's voting instructions.

IT IS RESOLVED THAT:

1.   SPECIAL RESOLUTION 1 - AMENDMENTS TO THE TERMS AND CONDITIONS OF THE
     OUTSTANDING NOTES OF SERIES 191 ISSUED BY THE ISSUER

       IT IS RESOLVED THAT:

1.    Subject to and conditional upon:
1.1       the Proposed Amendments having been approved by the requisite majority of
          Noteholders at a duly convened meeting of the Noteholders of all the outstanding
          Notes; and

1.2       the Disposal Transaction being implemented as contemplated in the Announcement
          (the “Effective Date”),

      the terms of the Series Notes be amended with effect from the Effective Date, on the
      basis contemplated in the draft amended and restated Applicable Pricing Supplement
      attached to this notice of meeting as Appendix “C” (the “Proposed Series 191
      Amendments”).


BY ORDER OF THE BOARD OF THE ISSUER


Appendix "A"

EQSTRA CORPORATION LIMITED
Registration Number 1984/007045/06
(the "Issuer")

FORM OF PROXY

For use by the holders of all the outstanding Series Notes issued by the Issuer under its
R8,000,000,000 domestic medium term note programme (the "Series Noteholders"), at a
meeting of the Series Noteholders to be held on 22 July 2016 at 10h30 at the offices of Eqstra
Corporation Limited, 61 Maple Road, Pomona, Kempton Park, 1619 (the "Noteholders
Meeting").

Capitalised words and phrases used in this form will, unless otherwise defined, bear the same
meanings as in the programme memorandum of the Issuer dated 16 March 2012, read with the
Applicable Pricing Supplements for the Series Notes (the "Programme Memorandum").

I/We ………………………………………………………………… being the holder(s) of Notes in an
Outstanding Principal Amount of ZAR …………………….., appoint the chairman of the meeting,
as my/our proxy to act for me/us and on my/our behalf at the Series Noteholders Meeting which
will be held for the purpose of considering, and if deemed fit, passing, with or without
modification, the resolutions to be proposed thereat and at any adjournment thereof; and to vote
for and/or against the resolutions and/or abstain from voting in respect of ……………………..
[all/insert number] Notes registered in my/our names(s), in accordance with the following
instructions:




                                                              Number of Votes

                                                          For Against Abstain

SPECIAL RESOLUTION 1 - AMENDMENTS TO THE
TERMS AND CONDITIONS OF ALL THE OUTSTANDING
NOTES OF SERIES 191 ISSUED BY THE ISSUER


Appendix "B"

FIRST SUPPLEMENT TO THE PROGRAMME MEMORANDUM OF EQSTRA
CORPORATION LIMITED DATED 16 MARCH 2012


Appendix "C"

AMENDED AND RESTATED APPLICABLE PRICING SUPPLEMENT OF EQSTRA
CORPORATION LIMITED DATED 16 MARCH 2012


30 June 2016

Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)

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