AMBER HOUSE FUND 2 (RF) LIMITED - Refinancing of the Notes Issues Under the Issuer's Asset Backed Programme Dated 15 October 2012-AHFI

Refinancing of the Notes Issues Under the Issuer's Asset Backed Programme Dated 15 October 2012-AHFI

AMBER HOUSE FUND 2 (RF) LIMITED
(Registration Number 2012/065316/06)
(the "Issuer" - AHFI)

  REFINANCING NOTICE OF THE NOTES ISSUED UNDER THE ISSUER'S
ZAR4,000,000,000 ASSET BACKED NOTE PROGRAMME DATED 15 OCTOBER
                2012 ("PROGRAMME MEMORANDUM")


1. We refer to the asset backed note programme implemented by
   Amber House Fund 2 (RF) Limited (the "Issuer"), under the
   programme memorandum executed by the Issuer on 15 October
   2012, as amended, novated and/or supplemented from time to
   time (the "Programme Memorandum").

2. Capitalised terms used in this letter and not otherwise
   defined herein, shall have the meanings ascribed to those
   terms in the Programme Memorandum.


3. The Issuer delivers this notice to the Central Securities
   Depository, the Participants, the Issuer Settlement Agent
   and the JSE in accordance with Condition 16.2 of the terms
   and conditions of the Notes.

4. On or about 18 July 2018 (the "Refinance Date"), the Issuer
   intends to -
   4.1.   issue Tranches of various Classes of Notes (the
      "Refinancing Notes"); and
   4.2.   use the proceeds from the Refinancing Notes to
      redeem all of the Class A Notes, the Class B Notes and
      the Class C Notes issued by the Issuer on 19 October 2015
      (the "Refinanced Notes"), in accordance with Condition
      7.3.3 of the terms and conditions of the Notes, at their
      respective aggregate Principal Amounts Outstanding
      (together with interest accrued thereon).

5. The Issuer hereby notifies each holder of the Refinanced
   Notes that the Issuer will redeem the Refinanced Notes at
   their respective aggregate Principal Amounts Outstanding,
   together with interest accrued thereon, on the Refinance
   Date, utilising the proceeds from the Refinancing Notes.
6. It is recorded that the Issuer is entitled to withdraw this
   notice of its intention to redeem the Refinanced Notes
   referred to in 5 at any time prior to the Refinance Date
   and, following such withdrawal, will not be obliged to
   redeem the Refinanced Notes on Refinance date. Should the
   Issuer wish to redeem the Refinanced Notes at a later date
   (which date will be on or before 1 August 2018), the Issuer
   will, issue a new notice notifying each holder of the
   Refinanced Notes of such intention no later than three
   Business Days prior to the rescheduled date of redemption.
   The redemption of the Refinanced Notes on the rescheduled
   date of redemption shall be pursuant to the issuance of
   additional Classes of Notes on or about such date.




By order of the board of the Issuer.

06 July 2018

Debt Sponsor
The Standard Bank of South Africa Limited

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