Notice Of Written Resolutions To Be Passed By Noteholders - MMF101|MMF201|MMF301|MMF401 MMELA MOBILITY FINANCE (RF) LIMITED (“the Issuer” or “the Company”) (Registration number: 2015/231615/06) Stock Code: MMF101/MMF201/MMF301/MMF401 Date: 2 May 2019 NOTICE OF WRITTEN RESOLUTIONS TO BE PASSED BY NOTEHOLDERS 1 Introduction 1.1 Mmela Mobility Finance (RF) Limited ("Issuer") established a ZAR3,000,000,000 asset backed note programme (the "Programme") pursuant to the programme memorandum dated 28 June 2017 and as supplemented by the first supplement to the programme memorandum dated 13 July 2018 (the "Programme Memorandum"), in terms of which the Issuer may issue Notes from time to time. 1.2 Capitalised terms and expressions used herein and not otherwise defined herein, shall bear the meanings ascribed thereto in the section of the Programme Memorandum titled "Terms and Conditions of the Notes" and under the heading titled "Interpretation". 1.3 The Issuer delivered a notice to the Class A Noteholders (stock code MMF101), Class B Noteholders (stock code MMF201), Class C Noteholders (stock code MMF301) and Class D Noteholders (stock code MMF401) in accordance with Condition 16.3 of the Terms and Conditions contained in the Programme Memorandum. 2 Consent and waiver 2.1 The Issuer seeks the consent of the Class A Noteholders, Class B Noteholders, Class C Noteholders and Class D Noteholders to amend the Programme Memorandum by deleting Condition 11.1.12. 2.2 The Issuer also wishes the Class A Noteholders, Class B Noteholders, Class C Noteholders and Class D Noteholders to waive the occurrence of an Event of Default should a Default Trigger Event occur prior to the passing of the written Extraordinary Resolutions referred to in paragraph 3 below. 2.3 Furthermore, as the Programme has entered the Amortisation Period, the requirement for a rating to be assigned to the Class A Notes, Class B Notes and Class C Notes is no longer relevant. Accordingly, the Issuer seeks the consent of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders to terminate the appointment of Global Credit Ratings Co Proprietary Limited as the Rating Agency and for the relevant credit ratings assigned to the Class A Notes, Class B Notes and Class C Notes to be removed. The termination of the appointment of the Rating Agency will eliminate the obligation on the Issuer to pay fees to the Rating Agency. 1 Notice to Noteholders_Default Trigger/#5433525v1 21032019 3 The consent of the Noteholders referred to in paragraphs 2.1, 2.2 and 2.3 above is requested by written Extraordinary Resolutions ("Written Extraordinary Resolutions") in terms of Condition 17.3.3 of the Terms and Conditions of the Notes. 4 Noteholders are required to provide their consent to the proposed amendments by no later than 12h00 on 3 June 2019. 5 The notice has been delivered to Strate Proprietary Limited in accordance with Condition 16 (Notices) of the Terms and Conditions. Redinkcapital Proprietary Limited Debt Sponsor 2 May 2019 2 Date: 02/05/2019 03:00:00 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.