REAL PEOPLE INV HOLDINGS LIMITED - Notice of Request for Written Consent of Noteholders

Notice of Request for Written Consent of Noteholders

Real People Investment Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1999/020093/06)
Company code: BIRP
(“the Issuer”)


NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS


1.    A notice of request for consent dated 4 October 2017 (the Consent Request) has been delivered by
      the Issuer to each holder (the Noteholders) of (i) the ZAR79 000 000 Senior Unsecured Floating Rate
      Notes due 27 September 2019 (the RP014 Notes), (ii) the ZAR190 000 000 Floating Rate Notes due 16
      November 2022 (the RPS001 Notes), and (iii) the ZAR25 000 000 Subordinated Floating Rate Notes due
      26 April 2025 (the RPS002 Notes, which together with the RP014 Notes and the RPS001 Notes are the
      Notes) issued under the Issuer’s ZAR5,000,000,000 Domestic Medium Term Note Programme (the
      Programme) pursuant to the section headed “Terms and Conditions of the Notes” (the Terms and
      Conditions) in the programme memorandum dated 23 February 2011 and as amended and restated
      from time to time (the Programme Memorandum), in accordance with Condition 19 (Notices) of the
      Terms and Conditions for the purposes of obtaining the Noteholders’ written consent to (a) delist the
      Notes as the Noteholders have requested that the Notes be delisted and (b) deregister the Programme
      Memorandum from the JSE Limited (JSE) as the Issuer does not intend to issue any further listed notes
      under the Programme.

2.    Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed thereto
      in the Terms and Conditions or the applicable pricing supplements relating to the Notes (the Applicable
      Pricing Supplements), as applicable.

3.    The Issuer seeks the Noteholders’ consent in accordance with Condition 20 (Amendment of these
      Conditions) of the Terms and Conditions to pass the following Extraordinary Resolutions:

3.1      Extraordinary Resolution No. 1:

         THAT the Issuer be and is hereby authorised to delist the Notes from the JSE and to amend the
         Applicable Pricing Supplements to reflect that the Notes are delisted from the JSE pursuant to the
         amended and restated Applicable Pricing Supplements annexed hereto as Annexure B.

3.2      Extraordinary Resolution No. 2:

         THAT the Issuer be and is hereby authorised, pursuant to listing requirement 1.14 of the debt
         listings requirements of the JSE, to deregister the Programme Memorandum from the JSE.

4.   The Noteholders are requested to provide their consents to the abovementioned proposals by voting
     in relation to the Extraordinary Resolutions specified in the Consent Notice and delivering the Consent
     Notice to the registered office of the relevant CSD Participant that provided said Noteholder with the
     Consent Notice, and providing a copy thereof to the Issuer by no later than 17h00 on 27 October 2017
     in accordance with the terms and conditions of the Consent Notice. The relevant CSD Participant will
     then notify Strate Proprietary Limited of the total number of Consent Notices received, containing
     votes in favour of, abstained, or not in favour of the proposed Extraordinary Resolutions.

5.   The changes of the amended and restated Applicable Pricing Supplements are attached to the Consent
     Request.

6.   Drafts in substantially agreed form of the amended and restated Applicable Pricing Supplements and
     the changes marked-up against the Existing Applicable Pricing Supplements are also available on
     request from the Issuer. Requests should be sent to Zenelle Stofberg at Zstofberg@africafrontier.co.za

7.   This Notice is being delivered to Strate Proprietary Limited in accordance with Condition 20
     (Amendment of these Conditions) of the Terms and Conditions as read with Condition 19 (Notices) of
     the Terms and Conditions.


4 October 2017

Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)


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