MW ASSET RENTALS (RF) LIMITED - Notice to class A noteholders relating to amendments to the programme memorandum

Notice to class A noteholders relating to amendments to the programme memorandum

MW ASSET RENTALS (RF) LIMITED
Reg No 2002/030074/06
Incorporated in the Republic of South Africa
JSE alpha code: MWSI
(“MWAR”)

NOTICE TO CLASS A NOTEHOLDERS RELATING TO AMENDMENTS TO THE
PROGRAMME MEMORANDUM

Noteholders are advised that MWAR has distributed a notice to Class A noteholders on 29
March 2022 (the “Notice”) regarding amendments to MWAR’s ZAR2,500,000,000 Lease
Receivables Backed Note Programme dated 9 November 2016 (the “Programme
Memorandum”), as supplemented by the first supplement to the Programme Memorandum
dated 26 March 2018, in terms of which MWAR may issue notes from time to time.

MWAR wishes to amend certain provisions of the Programme Memorandum, including the
eligibility criteria and portfolio criteria, to provide more flexibility and operational efficiency as
set out in a second supplement to the Programme Memorandum which has also been
distributed to Class A noteholders together with the Notice.

The consent of the Class A Noteholders is requested by written Extraordinary Resolution
(“Written Extraordinary Resolution”) in terms of condition 17.3.3 of the Programme
Memorandum.

The date that MWAR has selected to determine which Class A noteholders recorded in the
register of noteholders will receive the Notice, is Tuesday, 29 March 2022.

There are no restrictions imposed on Class A noteholders in respect of the voting and passing
of the Written Extraordinary Resolution.

The Written Extraordinary Resolution is set out in Annexure A to this announcement, and full
details and instructions relating to the voting in respect of the Written Extraordinary Resolution
are set out in the Notice.

29 March 2022

Debt Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited


ANNEXURE A – FORM OF WRITTEN EXTRAORDINARY RESOLUTION


                        MW ASSET RENTALS (RF) LIMITED
        ZAR2,500,000,000 LEASE RECEIVABLES BACKED NOTE PROGRAMME

                    WRITTEN EXTRAORDINARY RESOLUTION OF THE
                              CLASS A NOTEHOLDERS

1     We, the undersigned ______________________________, are the holders of the
      Class A Notes (stock code [MWAR04]/[MWAR05]/[MWAR06]/[MWAR07] with a
      Principal Amount Outstanding equal to ZAR______________________, hereby resolve
      that the resolution referred to below is passed as a written extraordinary resolution taken
      in accordance with Condition 17.3.3 of the Terms and Conditions of the Notes.

2     Capitalised terms and expressions used herein and not otherwise defined shall bear the
      meanings ascribed thereto in the Programme Memorandum issued by MW Asset Rentals
      (RF) Limited (the "Issuer") on 9 November 2016, as supplemented by the first
      supplement dated 26 March 2018.

WHEREAS –

1     The Issuer wishes to amend certain provisions of the Programme Memorandum
      including certain Eligibility Criteria and Portfolio Criteria as set out in the second
      supplement to the Programme Memorandum (the "Second Supplement").

2     A copy of the signed Written Extraordinary Resolution contained herein shall be lodged
      with the relevant CSD Participant of each Class A Noteholder (that provided such
      Class A Noteholder with this notice) by no later than 17h00 on Friday, 29 April 2022, as
      follows –

2.1        in respect of the relevant CSD Participant, a copy of this Written Extraordinary
           Resolution must be e-mailed to the relevant CSD Participant (with the original to
           follow shortly thereafter); and

2.2        on receipt of this Written Extraordinary Resolution, the relevant CSD Participant will
           notify Strate Proprietary Limited of the total Principal Amount Outstanding of the
           holders of the Class A Notes that have signed the Written Extraordinary Resolution,
           by e-mail to Strate-CDAdmin@strate.co.za.

3     A signed copy of this Written Extraordinary Resolution must also be e-mailed to the
      Issuer, for the attention of Matthew Simpkins at MWSpecFin@merchantwest.co.za.

IT IS HEREBY RESOLVED BY THE CLASS A NOTEHOLDERS THAT:

EXTRAORDINARY RESOLUTION NO 1:

RESOLVED AS AN EXTRAORDINARY RESOLUTION THAT, the Issuer amend the
Programme Memorandum as set out in the Second Supplement attached to the Notice to
Noteholders.

                                                          Votes
                                               For        Against     Abstain
Extraordinary Resolution 1:
Amendment of Programme Memorandum


______________________________________
For:    [Insert name of Class A Noteholder]
Name:
Who warrants that he/she is duly authorised

Date: 29-03-2022 03:05:00
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.