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LEHAE PROGRAMME (RF) LIMITED - LEHI - Notice of Request for Written Consent of Noteholders

Release Date: 08/05/2026 11:15
Code(s): L1A43 L1D43 L1C43 L1E43 L1B43     PDF:  
Wrap Text
LEHI - Notice of Request for Written Consent of Noteholders

Lehae Programme (RF) Limited
(Incorporated in the Republic of South Africa)
(Registration number 2021/460475/06)
Company code: LEHI
LEI Number: 3789001788A79A4D2B40
(Lehae or the Issuer)

NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS

TRANSACTION 1

AMENDMENT OF THE APPLICABLE TRANSACTION SUPPLEMENT

1     Introduction

1.1       Lehae Programme (RF) Limited (the "Issuer") established a ZAR20,000,000,000
          Asset-Backed Securities Programme (the "Programme") pursuant to a programme
          memorandum dated 16 November 2023 (the "Programme Memorandum") and
          the established Transaction 1 under the Programme pursuant to an Applicable
          Transaction Supplement dated 16 November 2023 (the "Applicable Transaction
          Supplement"), 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" and in the section of the Applicable Transaction Supplement
          titled "Transaction Specific Definitions".

1.3       This notice is delivered to the holders of all the Notes issued by the Issuer under
          Transaction 1 in accordance with Condition 17.2 of the Terms and Conditions of the
          Notes.

2     Background

2.1       The Issuer has recently experienced a volatility in the increase of Non-Performing
          Assets. This increase in Non-Performing Assets has resulted in a disproportionate
          impact on cash flows in relation to Transaction 1 and which results in a direct
          increase in the Potential Redemption Amount (as defined in the Applicable
          Transaction Supplement). The Potential Redemption Amount represents the
          minimum Principal Amount that must be applied to the redemption of each Class of
          Notes on each Interest Payment Date in accordance with Pre-Enforcement Priority
          of Payments.

2.2       The impact of the volatility in the increase of Non-Performing Assets is illustrated in
          Annexure A attached to the notice disseminated by Strate Proprietary Limited
          ("Strate").

2.3       Accordingly, the Issuer wishes to amend the definition of "Potential Redemption
          Amount" as set out in the Applicable Transaction Supplement in order to enhance
          the resilience and predictability of the cash flow mechanics in relation to Transaction
          1 on a forward-looking basis.

2.4       The amendment referred to in 2.3 above will be set out in the amended Applicable
          Transaction Supplement (the "Amended Applicable Transaction Supplement").

3       Consent

3.1       The Issuer seeks the consent of the Noteholders to amend the Applicable
          Transaction Supplement in relation to Transaction 1, as set out in the Amended
          Applicable Transaction Supplement in Annexure B attached to the notice
          disseminated by Strate.

3.2       The consent of the Noteholders referred to in 3.1 above is requested by written
          Extraordinary Resolution ("Written Extraordinary Resolution") in terms of
          Condition 18.5 of the Terms and Conditions of the Notes, in the form of Annexure
          C attached to the notice disseminated by Strate.

4       Record Date and Restrictions

4.1       The date that the Issuer has selected to determine which Noteholders recorded in
          the Register will receive this notice, is Thursday, 7 May 2026.

4.2       There are no restrictions imposed on the Noteholders in respect of the voting and
          passing of the Written Extraordinary Resolution.

5       Delivery of Resolution

5.1       The Noteholders are required to sign the Written Extraordinary Resolution and
          deliver a signed copy thereof by not later than 17h00 on Monday, 11 June 2026 as
          set out in paragraph 5.2 below.

5.2       The signed Written Extraordinary Resolution must be lodged with the relevant
          Participant of each Noteholder (that provided such Noteholder with this notice) as
          follows –

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

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

5.3       A copy of the signed Written Extraordinary Resolution must also be e-mailed to the
          Issuer, for the attention of Delia Patterson at delia.patterson@rmb.co.za

8 May 2026

Debt sponsor
FirstRand Bank Limited

Date: 08-05-2026 11:15:00
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