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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
1 Introduction
1.1 MW Asset Rentals (RF) Limited ("Issuer") established a ZAR2,500,000,000 lease
receivables backed note programme (the "Programme") pursuant to the programme
memorandum dated 9 November 2016, as supplemented by a first supplement dated
26 March 2018 and a second supplement dated 3 May 2022 (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 This notice is delivered to the holders of Class A Notes issued under stock codes MWAR11,
MWAR13, MWAR14, MWAR17, MWAR18, MWAR19 and MWAR20 in accordance with
Condition 16.3 of the Terms and Conditions contained in the Programme Memorandum.
2 Background
2.1 The Issuer wishes to amend the Eligibility Criteria, the Portfolio Criteria, the Terms and
Conditions and certain other provisions of the Programme Memorandum and to therefore
amend and restate the Programme Memorandum.
2.2 The reason for the amendments include, inter alia, -
2.2.1 compliance with the latest provisions of the Debt and Specialist Securities Listings
Requirements of the JSE;
2.2.2 changes to the Eligibility Criteria and Portfolio Criteria necessitated by the Originator's
business and product types as the Originator has, upon review and analysis of the
historic concentration data, come to the conclusion that the current limits are too high,
and the Originator would like to lower the concentration thresholds to more closely fit
both historic performance and it's future origination strategy; and
2.2.3 the introduction of ZARONIA as a reference rate.
2.3 The amendments referred to in 2.2 will be set out in an amended and restated Programme
Memorandum (the "Amended and Restated Programme Memorandum").
3 Consent
3.1 The Issuer seeks the consent of the Class A Noteholders to amend the Programme
Memorandum as set out in the Amended and Restated Programme Memorandum attached
to this notice as Annexure A.
3.2 The consent of the Class A Noteholders referred to in paragraph 3.1 above is requested by
written Extraordinary Resolution ("Written Extraordinary Resolution") in terms of
Condition 17.3.3 of the Terms and Conditions of the Notes, in the form attached hereto as
Annexure B.
4 Record Date and Restrictions
4.1 The date that the Issuer has selected to determine which Class A Noteholders recorded in
the Register will receive this notice, is 17 March 2026.
4.2 There are no restrictions imposed on the Class A Noteholders in respect of the voting and
passing of the Written Extraordinary Resolution.
5 Delivery of Resolution
5.1 The Class A Noteholders are required to sign the Written Extraordinary Resolution and
deliver a signed copy thereof by not later than 17h00 on 16 April 2026 as set out in
paragraph 5.2 below.
5.2 The signed Written Extraordinary Resolution must 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 16 April 2026, as follows –
5.2.1 in respect of the relevant CSD Participant, a copy of the Written Extraordinary
Resolution must be e-mailed to the relevant CSD Participant (with the original to follow
shortly thereafter); and
5.2.2 on receipt of the 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.
5.3 A copy of the signed Written Extraordinary Resolution must also be e-mailed to the Issuer,
for the attention of Matthew Simpkins at MWSpecFin@merchantwest.co.za.
ANNEXURE A – AMENDED AND RESTATED PROGRAMME MEMORANDUM
The Amended and Restated Programme Memorandum can be accessed at:
https://merchantwest.co.za/mw-asset-rentals/#disclosure in the section Disclosure Documents,
subsection Other Documents.
ANNEXURE B – FORM OF WRITTEN EXTRAORDINARY RESOLUTION
MW ASSET RENTALS (RF) LIMITED
ZAR2,500,000,000 LEASE RECEIVABLES BACKED NOTE PROGRAMME
WRITTEN EXTRAORDINARY RESOLUTION OF THE
HOLDERS OF CLASS A NOTES
1 We, the undersigned ______________________________, are the holders of the Class A Notes
(stock code [MWAR[-]]/[MWAR[-]]/[MWAR[-] 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.
1 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 a first supplement dated 26 March 2018 and
a second supplement dated 3 May 2022.
WHEREAS –
1 The Issuer wishes to amend the Eligibility Criteria, the Portfolio Criteria, the Terms and Conditions
and certain other provisions of the Programme Memorandum as set out in the amended and
restated Programme Memorandum (the "Amended and Restated Programme Memorandum").
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 16 April 2026, 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 Amended and Restated Programme Memorandum attached to the
Notice to Noteholders.
Votes
For Against Abstain
Extraordinary Resolution 1:
Amended and Restated Programme
Memorandum
______________________________________
For: [Insert name of Class A Noteholder]
Name:
Who warrants that he/she is duly authorised
17 March 2026
Debt Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 17-03-2026 03:50:00
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