HARCOURT STREET 1 (RF) LIMITED - Notice to the holders of all the outstanding senior secured notes issued by the issuer

Notice to the holders of all the outstanding senior secured notes issued by the issuer

HARCOURT STREET 1 (RF) LIMITED
Registration Number 2015/047670/06
ISIN No. ZAG000134107, Stock Code HC1M1
ISIN No. ZAG000138488, Stock Code HC1M2
ISIN No. ZAG000140179, Stock Code HC1M3
     (the Issuer)


  NOTICE TO THE HOLDERS OF ALL THE OUTSTANDING SENIOR SECURED
                              NOTES

                      ISSUED BY THE ISSUER
under its ZAR10,000,000,000 Secured Note Programme in respect of
           Mercantile Series 2016 Series Transaction

1. We refer to the R10,000,000,000 Multi-Issuer Secured Note
   Programme (Programme) established pursuant to the programme
   memorandum dated 17 February 2016 (the Programme Memorandum)
   read together with the Applicable Issuer Supplement of the
   Issuer dated 17 February 2016 (Applicable Issuer Supplement)
   and the Applicable Transaction Supplement of the Issuer dated
   17 February 2016 (Applicable Transaction Supplement).

2. Unless otherwise defined, words and expressions used in this
   notice will bear the same meanings as in the section of the
   Programme Memorandum headed "Glossary of Terms" and the
   section of the Applicable Transaction Supplement headed
   "Series Transaction Specific Definitions".

3. As at the date hereof, pursuant to the applicable pricing
   supplements referenced below (collectively, the Applicable
   Pricing Supplements), the following Notes have been issued
   under the Issuer Programme in respect of the Mercantile
   Series 2016 Series Transaction:

3.1          R85,000,000 Senior Secured Notes issued on 1 March 2016
             (ISIN No. ZAG000134107, Stock Code HC1M1) as described in
             the Applicable Pricing Supplement dated 26 February 2016;

3.2          R90,000,000 Senior Secured Notes issued on 1 August 2016
             (ISIN No. ZAG000138488, Stock Code HC1M2) as described in
             the Applicable Pricing Supplement dated 28 July 2016; and

3.3          R92,000,000 Senior Secured Notes issued on 1 November
             2016 (ISIN No. ZAG000140179, Stock Code HC1M3) as
             described in the Applicable Pricing Supplement dated 27
             October 2016,

       (collectively, the Senior Secured Notes).
                                                                        2

4. Pursuant to Condition 21.16.3 of the Terms and Conditions of
   the Senior Secured Notes, the Issuer hereby gives notice to
   the holders of all the outstanding Senior Secured Notes (the
   Senior Secured Noteholders) of a written resolution which the
   Issuer requests the Senior Secured Noteholders to consider
   and, if deemed fit, pass.

WHEREAS
5. The Issuer wishes to extend the Final Maturity Date of the
   Senior Secured Notes from "30 April 2017" to "31 October
   2017".

6. The Issuer further wishes to amend the Terms and Conditions
   of the Senior Secured Notes to include a right of early
   redemption at the option of the Issuer, in accordance with
   Condition 9.3 of the Terms and Conditions of the Notes.

7. The Issuer therefore requests the Senior Secured Noteholders
   to approve, by Extraordinary Resolution, the resolutions set
   out below.

8. An Extraordinary Resolution of the Senior Secured Noteholders
   means a written resolution passed by a majority consisting of
   Senior Secured Noteholders holding not less than 66,67% in
   Principal Amount Outstanding of the Senior Secured Notes,
   within 14 days after the proposed written resolution was
   submitted to the Senior Secured Noteholders.

9. This notice is given through the Central Securities
   Depository.

IT IS RESOLVED THAT:


1. EXTRAORDINARY RESOLUTION NUMBER 1 OF THE SENIOR SECURED
   NOTEHOLDERS - EXTENSION OF FINAL MATURITY DATE

   IT IS RESOLVED THAT:

   Pursuant to Condition 18.3 of the Terms and Conditions of the
   Senior Secured Notes, the Senior Secured Noteholders approve
   the extension of the Final Maturity Date from "30 April 2017"
   to "31 October 2017".

2. EXTRAORDINARY RESOLUTION    NUMBER    2    OF   THE   SENIOR   SECURED
  NOTEHOLDERS - CALL OPTION

   IT IS RESOLVED THAT:
                                                                   3

   Pursuant to Condition 18.4 of the Terms and Conditions of the
   Senior Secured Notes, the Senior Secured Noteholders approve
   the amendment to the Terms and Conditions of the Senior
   Secured Notes to include a right of early redemption at the
   option of the Issuer, in accordance with Condition 9.3 of the
   Terms and Conditions of the Notes, as set out below:

   CALL OPTION

   Call                               Yes

   Non-Call Period                    Not applicable

   Optional Redemption Amount         The      Principal      Amount
                                      Outstanding,   including   any
                                      capitalised interest (which,
                                      in accordance with Condition
                                      9.3, will be paid together
                                      with unpaid interest accrued
                                      up to the Optional Redemption
                                      Date)

   Optional Redemption Date(s)        The last day of each calendar
                                      Month

   Redeemable in whole or in part In whole

   Notice period (if different Not more than 30 nor            less
   from the Programme Memorandum) than 10 days' notice

   Other                              The Issuer is entitled to
                                      sell    the   Series   Assets
                                      (subject to a right to match
                                      the purchase price in favour
                                      of Mercantile Bank Limited)
                                      or issue new Notes, in each
                                      case in an amount sufficient
                                      to redeem the Senior Secured
                                      Notes in full pursuant to the
                                      exercise of the Call by the
                                      Issuer




…………………………………………………………………

BY ORDER OF THE BOARD OF THE ISSUER
                                                               4

SCHEDULE 1 TO THE NOTICE OF WRITTEN RESOLUTION

                 HARCOURT STREET 1 (RF) LIMITED
               Registration Number 2015/047670/06
                          (the Issuer)

WRITTEN RESOLUTIONS OF THE HOLDERS OF ALL THE OUTSTANDING SENIOR
               SECURED NOTES ISSUED BY THE ISSUER
under its ZAR10,000,000,000 Secured Note Programme in respect of
           Mercantile Series 2016 Series Transaction

            ISIN No. ZAG000134107, Stock Code HC1M1
            ISIN No. ZAG000138488, Stock Code HC1M2
            ISIN No. ZAG000140179, Stock Code HC1M3
________________________________________________________________
                         _______________

We refer to the written notice from the Issuer to the Senior
Secured Noteholders dated ……………… 2017 (the Notice).

I/We    …………………………………………………………………   being   the   holder(s)   of
ZAR ……………………..of Senior Secured Notes (ISIN __________ Stock
Code __________) due 30 April 2017 issued in accordance with the
R10,000,000,000 Multi-Issuer Secured Note Programme (Programme)
established pursuant to the programme memorandum dated 17
February 2016 (the Programme Memorandum), read together with the
Applicable Issuer Supplement of the Issuer dated 17 February
2016   (Applicable   Issuer   Supplement)  and  the   Applicable
Transaction Supplement of the Issuer dated 17 February 2016
(Applicable Transaction Supplement), hereby resolve that the
following resolutions are passed as written resolutions and
further agree that they shall be as valid and effective as if
they have been passed at a meeting of Senior Secured Noteholders
duly convened, constituted and held.

Capitalised terms not separately defined herein shall bear the
meaning assigned to such terms in in the section of the
Programme Memorandum headed "Glossary of Terms" and the section
of   the  Applicable   Transaction   Supplement  headed "Series
Transaction Specific Definitions" and in the Notice.

We, the Senior Secured Noteholders described above, confirm that
we are satisfied that we have received sufficient information
and explanatory material in relation to the resolutions set out
herein, hereby:
1. represent and warrant that we hold the entire outstanding
   principal amount of the Senior Secured Notes reflected above
   in this resolution;
                                                                 5

2. indicate below whether we approve or do not approve of the
   resolutions set out in the Notice.

                                           Number of Votes
                                           For   Against Abstain
                                                      
EXTRAORDINARY RESOLUTION NUMBER 1 OF THE
SENIOR SECURED NOTEHOLDERS - EXTENSION
OF FINAL MATURITY DATE
EXTRAORDINARY RESOLUTION NUMBER 2 OF THE
SENIOR SECURED NOTEHOLDERS - CALL OPTION



* Senior Secured Noteholder to indicate with an [X] whether it
approves or does not approve of the resolution.

The written resolutions of the Senior Secured Noteholders set
out in this document may be executed in counterparts, each of
which when so executed shall be deemed an original and all of
which together shall constitute one and the same instrument.


THE SENIOR SECURED NOTEHOLDER




-----------------------
For and on behalf of:



Name     of
Noteholder:


Name     of
signatory:


Capacity of
signatory:
              (who warrants
                   his
               authority)

Date:
                                                                       6



PLEASE NOTE

1.   Senior Secured Noteholders that hold beneficial interests in
     the Notes must lodge a copy of the Noteholder Resolution with
     the Central Securities Depository Participant that provided
     them with the Notice and the Noteholder Resolution; and


2.   A copy of the Noteholder Resolution must also be emailed to
     Investec   Bank   Limited   (to   Louis.Dirker@investec.co.za   not
     later than 17h00 on 24 April 2017)

Date: 12/04/2017 04:38:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.