MMELA MOBILITY FINANCE (RF) LIMITED - Notice of meeting - Noteholders - MMEI

Release Date: 11/07/2018 15:02
 
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Notice of meeting - Noteholders - MMEI

 MMELA MOBILITY FINANCE (RF) LIMITED
 (Registration Number 2015/231615/06)
 (the "Issuer")


 NOTICE OF A MEETING OF THE HOLDERS OF ALL NOTES ISSUED UNDER THE
 ISSUER'S ZAR3,000,000,000 ASSET BACKED NOTE PROGRAMME
 (the "Programme")


A. NOTICE AND PURPOSE

In accordance with Condition 21.1 of the Terms and Conditions of the Notes, the Issuer
hereby gives notice that a meeting ("Meeting") of the holders of all Notes issued by the
Issuer under the Programme, will be held on 12 July 2018 at 14h00, at the offices of
Werksmans Attorneys, situated at The Central, 96 Rivonia Road, Sandton, for the
purposes of considering, and, if deemed fit, passing, with or without modifications, the
Extraordinary Resolutions and Ordinary Resolution set out under D below (on the same or
similar terms as set out) for the amendment of the Terms and Conditions of the Notes.

It is recorded that the 21 day notice period referred to in Condition 21.4.1 of the Terms
and Conditions of the Notes has been waived by at least 90% of the aggregate Principal
Amount Outstanding of the Notes. The waiver of the 21 day notice period will be confirmed
by the holders of the Notes as the Meeting.

This notice is delivered to Noteholders in accordance with section 7.26(b)(ii).

Capitalised terms and expressions used in this notice and not otherwise defined herein,
shall have the meanings ascribed to such terms and expressions in the programme
memorandum issued by the Issuer in relation to the Programme on 28 June 2017 (the
"Programme Memorandum").

A copy of this notice of Meeting, will be delivered by the Issuer to the Security SPV and
each Noteholder in accordance with the provisions of Condition 16 of the Terms and
Conditions of the Notes.

B. BACKGROUND

1      Pursuant to the execution of the Programme Memorandum, the Issuer established
       the Programme pursuant to which it may issue Notes from time to time, subject to
       the Terms and Conditions set out in the Programme Memorandum.

2      The Issuer wishes to amend certain definitions contained in the section of the
       Programme Memorandum headed "Summary of the Programme" and the section
       headed "Interpretation" under the section headed "Terms and Conditions of the
       Notes", all of which are set out in the first supplement to the Programme
       Memorandum ("First Supplement") attached to this notice as Annexure A.


C. WHO MAY ATTEND AND VOTE?

Attending in person or by proxy

As the holder of Notes issued by the Issuer -

•    you may attend the Meeting in person; or

•    alternatively, you may appoint not more than one proxy to represent you at the
     Meeting. If you intend on appointing a proxy, please complete the proxy form
     ("Proxy Form") attached to this notice as Annexure B, which forms part of this
     notice of Meeting. Failure to meet these requirements may render the Proxy Form
     ineffective.

A proxy need not be a Noteholder of the Issuer. The signed Proxy Form must be lodged
with the relevant CSD Participant of each Noteholder (that provided such Noteholder with
this notice) by no later than 17h00 on 11 July 2018 as follows –

•    in respect of the relevant CSD Participant, either the original Proxy Form may be lodged
     at the registered office of such CSD Participant or a copy of such Proxy Form may be
     emailed to the CSD Participant (with the original to follow shortly thereafter); and

•    on receipt of the Proxy Form, the relevant CSD Participant will then notify STRATE
     Proprietary Limited of the total Principal Amount of the holders of the Notes that have
     signed the Proxy Form, by email to Strate-CDAdmin@strate.co.za; and


•    a copy of the Proxy Form must be emailed to Nedbank Limited (acting through Nedbank
     Investor Services) for the attention of Shahedah Peter at shahedahp@nedbank.co.za
     and the Issuer, for the attention of David Towers at david@quadriddge.co.za and
     Clarissa Wilson at clarissa@quadridge.co.za.

This notice is delivered to Strate Proprietary Limited in accordance with Condition 16
(Notices) of the Terms and Conditions.

Chairperson

The chairperson of the Meeting will be a representative of the Security SPV.

Identification

All Noteholders will be required to provide reasonably satisfactory identification to the
chairperson of the Meeting in order to participate in and vote at the Meeting.

Voting

Voting will take place by way of a poll. Accordingly, every Noteholder who is present in
person and produces proof acceptable to the Issuer that he/she is the Noteholder or is a
proxy, shall be entitled to that portion of the total votes which the aggregate Principal
Amount Outstanding of the Class A Notes held by such Noteholder bears to the aggregate
Principal Amount Outstanding of all of the Class A Notes.


Record Date

The date that the Issuer has selected to determine which Noteholders recorded in the
Register will receive this notice, is 2 July 2018.

Restrictions

There are no restrictions imposed on the Noteholders in respect of the voting and passing
of the resolutions referred to in D below.

D. RESOLUTIONS

EXTRAORDINARY RESOLUTION 1: CONFIRMATION OF WAIVER OF NOTICE
PERIOD

Subject to the passing of the resolution, upon a poll, by a majority consisting of not less
than 66.67% of the votes cast at such poll by the Noteholders of all Notes, present in
person or by proxy, it is resolved that –

•    the 21 day notice period referred to in Condition 21.4.1 of the Terms and Conditions
     be and is hereby waived.

EXTRAORDINARY RESOLUTION 2: AMENDMENT OF DEFINITIONS

Subject to the passing of the resolution, upon a poll, by a majority consisting of not less
than 66.67% of the votes cast at such poll by the Noteholders of all of the Notes, present
in person or by proxy, the Issuer be and is hereby authorised to amend –

•    the definition of "Amortisation Date" contained in the section headed "Summary of the
     Programme" and in the section headed "Interpretation" under the section headed
     "Terms and Conditions of the Notes",

as set out in the First Supplement attached to this notice as Annexure A.

ORDINARY RESOLUTION 1: WAIVER OF RIGHT OF FIRST REFUSAL

Subject to the passing of the resolution, upon a poll, by a majority consisting of not less
than 50.1% of the votes cast at such poll by the Noteholders of all of the Notes, present
in person or by proxy, it is resolved that –

•    the right of first refusal granted to Mmela Motor Scheme (RF) Limited as Originator to
     originate and fund Applications (as referred to in the Origination Agreement), be and
     is hereby waived.

Effective Date

The Extraordinary Resolutions and Ordinary Resolution referred to above shall be effective
from the date of their passing.



By order of the board of the Issuer

11 July 2018



ANNEXURE A – FIRST SUPPLEMENT TO THE PROGRAMME MEMORANDUM


                           MMELA MOBILITY FINANCE (RF) LIMITED
             (Incorporated in South Africa as a public company with limited liability under
                                registration number 2015/231615/06)



         First Supplement to the Programme Memorandum in respect of the
                  ZAR3,000,000,000 Asset Backed Note Programme



On 28 June 2017, Mmela Mobility Finance (RF) Limited (the "Issuer") executed a
programme memorandum in relation to its ZAR3,000,000,000 asset backed note
programme (the "Programme Memorandum").

Under the asset backed note programme (the "Programme"), the Issuer may issue
limited recourse, secured, registered notes (the "Notes") denominated in South African
Rand, on the terms and conditions contained in the section of the Programme
Memorandum headed "Terms and Conditions of the Notes". Capitalised terms used below
and not otherwise defined herein shall bear the meanings as defined in the section of the
Programme Memorandum headed "Interpretation" under the section headed "Terms and
Conditions of the Notes".

The Issuer wishes to make amendments to certain definitions contained in the section
headed "Summary of the Programme" and in the section headed "Interpretation" under
the section headed "Terms and Conditions of the Notes", as set out in this first supplement
to the Programme Memorandum ("First Supplement"). The Noteholders of the Notes in
issue have been notified of the amendments as set out in this First Supplement.

This First Supplement is published for purposes of setting out the amendments to the
Programme Memorandum. This First Supplement is supplemental to, and should be read
in conjunction with, the Programme Memorandum.




        Arranger and Debt Sponsor                         Attorneys to the Arranger and Issuer




 First Supplement to the Programme Memorandum dated [.] July 2018


Capitalised terms used in this First Supplement are defined in the section of the
Programme Memorandum headed "Terms and Conditions of the Notes" unless separately
defined in this First Supplement.

The Issuer certifies that to the best of its knowledge and belief there are no facts that have
been omitted from this First Supplement which would make any statement false or
misleading and that all reasonable enquiries to ascertain such facts have been made and
that this First Supplement contains all information required by Applicable Law and the JSE
Debt Listings Requirements. The Issuer accepts full responsibility for the information
contained in this First Supplement, the Programme Memorandum, the Applicable Pricing
Supplements and its annual financial statements or annual financial report, as the case
may be, and any amendments to its annual financial statements or annual financial report,
as the case may be, or any supplements from time to time, except as otherwise stated
therein.

The Programme Memorandum, as supplemented by this First Supplement, is to be read in
conjunction with all documents which are deemed to be incorporated herein by reference
(see the section headed "Documents Incorporated by Reference"). The Programme
Memorandum shall be read and construed on the basis that such documents are
incorporated into and form part of the Programme Memorandum, as supplemented by this
First Supplement.

The Issuer, having made all reasonable enquiries, confirms that the Programme
Memorandum, as supplemented by this First Supplement, contains or incorporates all
information which is material in the context of the issue and offering of the Notes, that the
information contained or incorporated in the Programme Memorandum, as supplemented
by this First Supplement, is true and accurate in all material respects and is not misleading,
that the opinions and intentions expressed in the Programme Memorandum, as
supplemented by this First Supplement, are honestly held and that there are no other facts
the omission of which would make the Programme Memorandum, as supplemented by this
First Supplement, or any information or expression of any such opinions or intentions
misleading in any material respect.

The JSE assumes no responsibility or liability of whatsoever nature for the correctness of
any of the statements made or opinions expressed or information contained in or
incorporated by reference into the Programme Memorandum, as supplemented by this
First Supplement. The admission of any Tranche or Series of Notes to the list of debt
securities maintained by the JSE and the listing of such Notes on the Interest Rate Market
of the JSE is not to be taken as an indication of the merits of the Issuer or the Notes. The
JSE assumes no responsibility or liability of whatsoever nature for the contents of the
Programme Memorandum, as supplemented by this First Supplement, or any Applicable
Pricing Supplement or the Issuer's annual financial statements or annual report, as the
case may be, or any other information incorporated by reference into the Programme
Memorandum, as supplemented by this First Supplement (as amended or restated from
time to time), and the JSE makes no representation as to the accuracy or completeness
of the Programme Memorandum, as supplemented by this First Supplement, or any
Applicable Pricing Supplement, the Issuer's annual financial statements or annual report,
as the case may be, or any other information incorporated by reference into the
Programme Memorandum, as supplemented by this First Supplement (as amended or
restated from time to time). The JSE expressly disclaims any liability for any loss arising
from or in reliance upon the whole or any part of the Programme Memorandum, as
supplemented by this First Supplement, or any Applicable Pricing Supplement or the
annual report or any other information incorporated by reference into the Programme
Memorandum, as supplemented by this First Supplement (as amended or restated from
time to time).

Information contained in the Programme Memorandum, as supplemented by this First
Supplement, with respect to the Arranger, the Dealer, the Debt Sponsor, the Servicer, the
Seller, the Administrator, the other parties to the Transaction Documents and the Security
SPV has been obtained from each of them for information purposes only and the Issuer
assumes no responsibility for such information. The delivery of the Programme
Memorandum, as supplemented by this First Supplement, shall not create any implication
that there has been no change in the affairs of the Arranger, the Dealer, the Debt Sponsor,
the Servicer, the Seller, the Administrator, the other parties to the Transaction Documents
or the Security SPV since the date hereof or that the information contained or referred to
herein is correct as at any time subsequent to its date.

No person is authorised to give any information or to make any representation concerning
the issue of the Notes other than those contained in the Programme Memorandum, as
supplemented by this First Supplement. Nevertheless, if any such information is given or
representation made, it must not be relied upon as having been authorised by the
Arranger, the Dealer, the Debt Sponsor, the JSE, the Issuer, the Seller, the Servicer, the
Administrator, the other parties to the Transaction Documents or the Security SPV, or any
of their respective affiliates or advisers. Neither the delivery of the Programme
Memorandum, as supplemented by this First Supplement, nor any offer, sale, allotment
or solicitation made in connection with the offering of the Notes shall, in any
circumstances, create any implication or constitute a representation that there has been
no change in the affairs of the Issuer since the date hereof or that the information
contained in the Programme Memorandum, as supplemented by this First Supplement, is
correct at any time subsequent to the date of the Programme Memorandum, as
supplemented by this First Supplement. The JSE, the Arranger, the Dealer, the Debt
Sponsor, the Seller, the Servicer, the Administrator, the Security SPV, the other parties to
the Transaction Documents and their respective affiliates or advisers have not separately
verified the information contained in the Programme Memorandum, as supplemented by
this First Supplement. Accordingly, neither the JSE, the Arranger, the Dealer, the Debt
Sponsor, the Seller, the Servicer, the Administrator, the Security SPV, the other parties to
the Transaction Documents nor any of their respective affiliates or advisers makes any
representation, express or implied, or accepts any responsibility, with respect to the
accuracy or completeness of any of the information in the Programme Memorandum, as
supplemented by this First Supplement, or any other information supplied in connection
with the Programme. Each person receiving the Programme Memorandum, as
supplemented by this First Supplement, acknowledges that such person has not relied on
the Seller, the Servicer, the Security SPV, the JSE, the Arranger, the Dealer, the Debt
Sponsor, the Administrator, the other parties to the Transaction Documents or any of their
respective affiliates or advisers in connection with its investigation of the accuracy of such
information or its investment decision.

Neither the Programme Memorandum, as supplemented by this First Supplement, nor any
other information supplied in connection with the Notes is intended to provide the basis of
any credit or other evaluation, or should be considered as a recommendation by the
Arranger, the Dealer, the Debt Sponsor, the JSE, the Issuer, the Seller, the Servicer, the
Administrator, the Security SPV, the other parties to the Transaction Documents or any of
their respective affiliates or advisers that any recipient of the Programme Memorandum,
as supplemented by this First Supplement, or any other information supplied in connection
with the Programme should subscribe for or purchase any Notes. Each person
contemplating making an investment in the Notes must make its own investigation and
analysis of the financial condition and affairs, and its own appraisal of the credit
worthiness, of the Issuer and the terms of the offering and its own determination of the
suitability of any such investment, with particular reference to its own investment
objectives and experience, and any other factors which may be relevant to it in connection
with such investment. The JSE, the Arranger, the Dealer, the Debt Sponsor, the Seller,
the Servicer, the Administrator, the Security SPV, the other parties to the Transaction
Documents and their respective affiliates or advisers do not undertake to review the
financial condition or affairs of the Issuer nor to advise any investor or potential investor
in the Notes of any information coming to the attention of the Arranger, the Dealer, the
Debt Sponsor, the Seller, the Servicer, the Administrator, the Security SPV, the JSE, the
other parties to the Transaction Documents, or any of their respective affiliates or advisers.

The Notes will be obligations solely of the Issuer. The Notes will not be obligations of, or
the responsibility of, or guaranteed by, any person other than the Issuer. In particular,
the Notes will not be obligations of, or the responsibility of, or guaranteed by the Seller,
the Servicer, the Administrator, the Arranger, the Dealer, the Debt Sponsor or, save to
the extent of the amount recovered from the Issuer in terms of the Issuer Indemnity and
from the property realised from the other Security Documents, the Security SPV. No
liability whatsoever in respect of any failure by the Issuer to pay any amount due under
the Notes shall be accepted by the Seller, the Servicer, the Arranger, the Dealer, the Debt
Sponsor or the Security SPV.

The Programme Memorandum, as supplemented by this First Supplement, does not
constitute an offer or an invitation by or on behalf of the Issuer, the Security SPV, the
Seller, the Arranger the Dealer, the Debt Sponsor, the Administrator, the Servicer or the
Security SPV to any person to subscribe for or purchase any of the Notes. The distribution
of the Programme Memorandum, as supplemented by this First Supplement, and the
offering of the Notes in certain jurisdictions may be restricted by law. No representation is
made by the Issuer, the Security SPV, the Seller, the Arranger, the Dealer, the Debt
Sponsor, the Servicer, the Administrator, the Security SPV or the other parties to the
Transaction Documents that the Programme Memorandum, as supplemented by this First
Supplement, may be lawfully distributed, or that the Notes may be lawfully offered, in
compliance with any applicable legislation or other requirements in any such jurisdiction,
or pursuant to an exemption available thereunder and none of them assumes any
responsibility for facilitating any such distribution or offering. In particular, no action has
been taken by the Issuer, the Security SPV, the Seller, the Arranger, the Dealer, the Debt
Sponsor, the Servicer, the Administrator, the Security SPV or the other parties to the
Transaction Documents which would permit a public offering of the Notes or distribution
of the Programme Memorandum, as supplemented by this First Supplement, in any
jurisdiction where action for that purpose is required. Accordingly, the Notes may not be
offered or sold, directly or indirectly, and neither the Programme Memorandum, as
supplemented by this First Supplement, nor any advertisement or other offering material
may be distributed or published in any jurisdiction, except under circumstances that will
result in compliance with any applicable laws and regulations. Persons into whose
possession the Programme Memorandum, as supplemented by this First Supplement,
comes are required by the Issuer, the Arranger, the Dealer and the Debt Sponsor to inform
themselves about and to observe any such restrictions.

The Notes have not been and will not be registered under the United States Securities Act
of 1933, as amended (the "Securities Act"). Subject to certain exceptions, Notes may
not be offered, sold or delivered within the United States or to any U.S. persons. In
addition, there are restrictions on the distribution of the Programme Memorandum, as
supplemented by this First Supplement, in South Africa and the United Kingdom. For a
more complete description of certain restrictions on the offering, sale and delivery of Notes
and distribution of the Programme Memorandum, as supplemented by this Fist
Supplement see the section of the Programme Memorandum headed "Subscription and
Sale".

The terms of the Programme Memorandum, as supplemented by this First Supplement, if
sent to persons resident in jurisdictions outside South Africa, may be affected by the laws
of the relevant jurisdiction. Such persons should inform themselves about and observe
any applicable legal requirements in any such jurisdiction. It is the responsibility of any
such person wishing to subscribe for or purchase the Notes to satisfy itself as to the full
observance of the laws of the relevant jurisdiction therewith. If and to the extent that the
Programme Memorandum, as supplemented by this First Supplement, is illegal in any
jurisdiction, it is not made in such jurisdiction and this document is sent to persons in such
jurisdiction for information purposes only.

In connection with the issue and distribution of any Tranche of Notes, the Issuer
may, in its discretion and to the extent permitted by applicable laws and
regulations, appoint a stabilising manager to over-allot or effect transactions
with a view to supporting the market price of the Notes at a level higher than
that which might otherwise prevail for a limited period. Such stabilising, if
commenced, may be discontinued at any time and must be brought to an end
after a limited period. Stabilisation is only permissible if it is conducted in
accordance with the JSE Debt Listings Requirements and is subject to the
approval of the JSE.


                                           TABLE OF CONTENTS


                                                                                                         Page


AMENDMENT TO THE SECTION OF THE PROGRAMME MEMORANDUM
HEADED "SUMMARY OF THE PROGRAMME" ........................................ 7

AMENDMENT TO THE SECTION OF THE PROGRAMME MEMORANDUM
HEADED "INTERPRETATION" UNDER THE SECTION HEADED "TERMS
AND CONDITIONS OF THE NOTES" ..................................................... 8

GENERAL ............................................................................................ 9

CORPORATE INFORMATION .............................................................. 10


AMENDMENT TO THE SECTION OF THE PROGRAMME MEMORANDUM HEADED
"SUMMARY OF THE PROGRAMME"



1     The amendments set out below are made to the definitions referred to below.

2     The amendments are, for ease of reference, reflected hereunder by way of underlined
      text for insertions and strike through text for deletions.


       "Amortisation Date"                            17 July 2018




AMENDMENT TO THE SECTION OF THE PROGRAMME MEMORANDUM HEADED
"INTERPRETATION" UNDER THE SECTION HEADED "TERMS AND CONDITIONS OF
THE NOTES"



1     The amendments set out below are made to the definitions referred to below.

2     The amendments are, for ease of reference, reflected hereunder by way of underlined
      text for insertions and strike through text for deletions.


       "Amortisation Date"                            17 July 2018



GENERAL



1     Save as set out in this First Supplement, the remaining provisions of the Programme
      Memorandum remain unaltered and in full force and effect.

2     This First Supplement will be available for inspection during normal office hours, at
      the Specified Office of the Issuer and will also be available for inspection on the
      Issuer's website, www.mmelamobility.com. This First Supplement will also be
      available for inspection on the JSE's website www.jse.co.za.



Signed at ________________________ on behalf of Mmela Mobility Finance (RF) Limited



__________________________
Director
Date




Signed at ________________________ on behalf of Mmela Mobility Finance (RF) Limited



__________________________
Director
Date




CORPORATE INFORMATION


                                                       ISSUER

                               Mmela Mobility Finance (RF) Limited
                               (Registration number 2015/231615/06)
                                               1st Floor
                                           32 Fricker Road
                                             Illovo, 2196
                                             South Africa

                                      Contact: Mr Mohobi Ramatsitsi


                                                ORIGINATOR

                                 Mmela Motor Scheme (RF) Limited
                                (Registration number 2013/034078/06)
                                                1st Floor
                                            Nedbank Building
                                             85 Main Street
                                          Marshalltown, 2001
                                              South Africa

                                      Contact: Mr Mohobi Ramatsitsi


                                                  ARRANGER

                                 Redinkcapital Proprietary Limited
                                (Registration number 2012/178507/07)
                                            2 Sandton Drive
                                               Sandown
                                             Sandton, 2196
                                              South Africa

                                           Contact: Mr Paul Lutge


                                                      SERVICER

                         Mmela Financial Services Proprietary Limited
                            (Registration number 2004/020637/07)
                                         85 Main Street
                                          Marshalltown
                                         Johannesburg
                                             2001
                                          South Africa

                                      Contact: Mr Mohobi Ramatsitsi



                                            BACK-UP SERVICER

                      CSS Credit Solutions Services Proprietary Limited
                            (Registration number 2001/022482/07)
                                    132 Jan Smuts Avenue
                                           Parkwood
                                           Rosebank
                                             2193

                                        Contact: Mr Andre Pieterse


                         ADMINISTRATOR AND CALCULATION AGENT

                                 Redinkcapital Proprietary Limited
                                (Registration number 2012/178507/07)
                                            2 Sandton Drive
                                               Sandown
                                             Sandton, 2196
                                              South Africa

                                           Contact: Mr Paul Lutge


                            SETTLEMENT AGENT AND PAYING AGENT

                                           Nedbank Limited
                                (Registration number 1951/000009/06)
                                        16 Constantia Boulevard
                                  Constantia Kloof, Roodepoort, 1709

                                       Contact: Ms Noncedo Jiyane


                                         TRANSFER SECRETARY

                         Quadridge Trust Services Proprietary Limited
                             (Registration number 2015/140405/07)
                                             1st Floor
                                         32 Fricker Road
                                           Illovo, 2196
                                           South Africa

                                         Contact: Mr David Towers


                                               SECURITY SPV

             Mmela Mobility Finance Security SPV (RF) Proprietary Limited
                         (Registration number 2015/232337/07)
                                         1st Floor
                                     32 Fricker Road
                                       Illovo, 2196
                                       South Africa

                                       Contact: Mr Kurt van Staden


                             ATTORNEYS TO ARRANGER AND ISSUER

                                              Werksmans Inc
                                               155 – 5th Street
                                                   Sandown
                                                Sandton, 2196
                                              Private Bag 10015
                                                Sandton, 2146

                                      Contact: Mr Richard Roothman


                                          AUDITORS TO ISSUER

                                      SizweNtsalubaGobodo Inc.
                                          20 Morris Street East
                                              Woodmead
                                          Johannesburg, 2191

                                           Contact: Alethia Chetty



ANNEXURE B


                                             FORM OF PROXY

                              MMELA MOBILITY FINANCE (RF) LIMITED
                                (Registration Number 2015/231615/06)
                                             (the "Issuer")


MEETING OF THE HOLDERS OF ALL OF THE CLASS [A | B | C | D] NOTES ISSUED
 UNDER THE ISSUER'S ZAR3,000,000,000 ASSET BACKED NOTE PROGRAMME
                          (the "Programme")


For use by the holders of the Class [A | B | C | D] Notes, at a meeting of all the holders
of the Class [A | B | C | D] Notes issued by the Issuer under the Programme, to be held
on 12 July 2018, at [.]h00 at the offices of Werksmans Attorneys, situate at The
Central, 96 Rivonia Road, Sandton.

We, ___________________________________________, the holder(s) of Class [A | B |
C   |  D]   Notes  with  stock code  [.]   in an     aggregate     amount     of
ZAR___________________________


appoint:


1.        _____________________________________________________ or failing him,

2.        the chairman of the meeting,

as our proxy to act for us and on our behalf at the 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 the Class [A | B | C | D]
Notes registered in the names of the holders of the Class [A | B | C | D] Notes on whose
behalf we are acting as their duly authorised representatives,




in accordance with the following instructions -



                                                         Number of Votes

                                                   For       Against       Abstain

 Extraordinary Resolution 1: Confirmation of
 waiver of notice period

 Extraordinary Resolution 2: Amendment of
 Definition of "Amortisation Date"

 Ordinary Resolution 1: Waiver of right of first
 refusal to Originator




Signed at ______________________ on ______________________ 2018



                                                   __________________________
                                                   Name:
                                                   duly authorised thereto





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