AMBI2 - Amended and restated programme memorandum
Amber House Fund 2 (RF) Limited
(incorporated with limited liability in the Republic of South Africa)
(Registration number: 2012/065316/06)
Issuer code: AMBI2
("the Issuer")
Amended and Restated Programme Memorandum
Noteholders are referred to the ZAR4,000,000,000.00 Asset Backed Note Programme Memorandum ("Previous Programme Memorandum")
which was established by the Issuer on 2 July 2021.
The Previous Programme Memorandum will, following the redemption of all of the Notes outstanding under the Previous Programme
Memorandum, be superseded and replaced by the terms and conditions of the amended and restated Programme Memorandum of the Issuer,
dated 7 July 2026 (the "New Programme Memorandum").
The most pertinent amendments which have been provided for in the New Programme Memorandum, are summarised below:
• The Programme Memorandum has been updated to comply with all of the latest applicable
provisions of the JSE Debt and Specialist Securities Listings Requirements (effective on
or around August 2024).
• The Eligibility Criteria and Portfolio Covenants in respect of the underlying portfolio of
securitised home loans have been updated.
• Introduction of benchmark discontinuation rider in Condition 8.3 of the terms and
conditions of the Notes to align with recommended language published by the working
group, the Market Practitioners Group, set up to oversee benchmark rate reform.
• Updates to the interest rate risk mitigants to address the impact of benchmark rate reform.
• Credit enhancement has been refreshed through the introduction of a Capital Contribution
Reserve, allowing the programme to retain distributable earnings and to utilise such
retained distributable earnings to provide primary credit enhancement to the Notes.
The Programme Memorandum was approved by the JSE on 7 July 2026 and is available for viewing on the following website link:
https://www.sahomeloans.com/investors under the section titled "Transaction documents", subsection "Amber House Fund 2".
8 July 2026
Debt Sponsor
The Standard Bank of South Africa
Date: 08-07-2026 01:17:00
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