CENTRAFIN ASSET RENTALS (RF) LIMITED - Centrafin Asset Rentals - Notice Requesting Written Consent from The Holders of the Class A Notes Held Under Stock Code CAR001

Centrafin Asset Rentals - Notice Requesting Written Consent from The Holders of the Class A Notes Held Under Stock Code CAR001

CENTRAFIN ASSET RENTALS (RF) LIMITED
Registration Number 2024/633176/06
(the "Issuer")


NOTICE REQUESTING WRITTEN CONSENT FROM THE HOLDERS OF THE CLASS A NOTES HELD UNDER STOCK CODE CAR001, ISSUED BY CENTRAFIN ASSET RENTALS (RF) LIMITED UNDER ITS R3,000,000,000 NOTE PROGRAMME


1. Pursuant to Condition 17 (Notices) of the Terms and Conditions of the Notes, the Issuer hereby gives notice requesting written consent from the holders of the Class A Notes (the Noteholders or the Controlling Class Noteholders) held under Stock Code CAR001 (the Notes), issued by the Issuer under its R3,000,000,000 Note Programme, to the written Extraordinary Resolution proposed by the Issuer described below.
2. Unless otherwise defined, words and expressions used in this notice will bear the same meanings as in the programme memorandum of the Issuer dated 25 September 2025 (the Programme Memorandum), read with the Applicable Transaction Supplement dated 26 September 2025 and the Applicable Pricing Supplement for the Notes dated 21 October 2025.
3. The record date to be recorded in the Register to receive this notice of request for written consent, and to vote on the proposed written Extraordinary Resolution, is the date of publication of this notice on the Stock Exchange News Service (SENS) of the JSE Limited (JSE) on 19 October 2026.
WHEREAS
4. In terms of Condition 22.13 (Written Resolutions) of the Terms and Conditions of the Notes, the Noteholders are required to sign the written Extraordinary Resolution and deliver a signed copy thereof, as set out in paragraph 9 below, by no later than 17h00 on 16 November 2026, being 20 Business Days after the date of publication of this notice on SENS.
AND FURTHER WHEREAS
5. Capricorn Group Limited (Capricorn Group) has made a successful binding offer to Fonzosys Proprietary Limited to acquire a majority interest in Centrafin Proprietary Limited (the Servicer) (the Proposed Transaction).  If implemented, the Proposed Transaction will result in a Servicer Change of Control as defined in the Applicable Transaction Supplement (the Servicer Change of Control).
6. Unless the Servicer Change of Control is approved by Extraordinary Resolution of the Controlling Class Noteholders, the Servicer Change of Control will constitute a Servicer Replacement Event as defined in the Applicable Transaction Supplement, and:
6.1 the Issuer, acting on the instructions of an Extraordinary Resolution of the Controlling Class Noteholders or with the prior written consent of the Controlling Class Noteholders holding not less than 66.67% of the aggregate Principal Amount Outstanding of the Class A Notes, will be required to cancel the Servicer's appointment under the Servicing Agreement; and
6.2 the Servicer Replacement Event will constitute a Stop Purchase Event as defined in the Applicable Transaction Supplement, which would, among other things, result in the controlled early amortisation of the Notes.
6.3 It is in the interests of Noteholders for the current servicer, Centrafin Proprietary Limited, to continue to act as Servicer, and not to disrupt the servicing function by changing the Servicer to a different entity. In addition, continuing the current arrangements would avoid the Notes amortising earlier than intended maturity profile that Noteholders invested in.     
7. REQUEST
The Issuer requests the Class A Noteholders, being the Controlling Class Noteholders, to approve, by written Extraordinary Resolution, the Extraordinary Resolution set out below, for the reasons set out in paragraph 6 above.
8. DEFINITION OF EXTRAORDINARY RESOLUTION
8.1 In terms of Condition 22.13 (Written Resolutions), a written Extraordinary Resolution of the Class A Noteholders means a resolution in writing submitted to the Class A Noteholders, entitled to exercise voting rights in relation to the resolution, and signed by Class A Noteholders holding at least 66.67% of the Outstanding Principal Amount of the Class A Notes, within 20 Business Days after the written resolution was submitted to such Noteholders.
8.2 In accordance with Condition 20 (No voting rights on Notes held by Issuer), the Issuer will have no voting rights in respect of any Notes held by it.
9. SUBMISSION OF SIGNED RESOLUTION BY NOTEHOLDERS
9.1 Each Noteholder is required to sign the written resolution and deliver a signed copy thereof, by no later than 17h00 on 16 November 2026, by e-mail to:
(a) the relevant Central Securities Depository Participant of that Noteholder (that provided the Noteholder with this notice); and
(b) the Issuer, c/o the Administrator, Nedbank Limited (acting through its Nedbank Corporate and Investment Banking Division), for the attention of Suraksha Sunderpersad and Vuyisile Madlebe at the following e-mail address: SecuritisationAdmin@Nedbank.co.za.
9.2 On receipt of the signed written resolution from each Noteholder, the relevant Central Securities Depository Participant is required to notify Strate Proprietary Limited of the Noteholder?s vote for, against or abstaining from voting in respect of the written resolution together with the Outstanding Principal Amount of the Notes held and voted on by that Noteholder in the signed written resolution, by e-mail to Strate-CDAdmin@strate.co.za by no later than 16 November 2026.

19 October 2026
Debt Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

IT IS RESOLVED BY WRITTEN RESOLUTION THAT:
1. EXTRAORDINARY RESOLUTION NUMBER 1 OF THE CLASS A NOTEHOLDERS OF THE NOTES HELD UNDER STOCK CODE CAR001  APPROVAL OF SERVICER CHANGE OF CONTROL
The Class A Noteholders of the Notes held under Stock Code CAR001, being the Controlling Class Noteholders, approve the Servicer Change of Control that will arise from the Proposed Transaction referred to in paragraph 5 of the written notice to the Class A Noteholders dated 19 October 2026, with the effect that the occurrence of that Servicer Change of Control will not constitute a Servicer Replacement Event or a Stop Purchase Event and that the appointment of Centrafin Proprietary Limited as Servicer under the Servicing Agreement shall not be cancelled by the Issuer notwithstanding the occurrence of the Servicer Change of Control.

BY ORDER OF THE BOARD OF THE ISSUER
CENTRAFIN ASSET RENTALS (RF) LIMITED  
By: _________________________________	By: _________________________________
Director, duly authorised			Director, duly authorised
Name: _______________________________	Name: _______________________________
Date: _____________________			Date: _______________________

SCHEDULE 1 TO THE NOTICE TO NOTEHOLDERS: FORM OF WRITTEN RESOLUTION
CENTRAFIN ASSET RENTALS (RF) LIMITED
Registration Number 2024/633176/06

(the Issuer)


WRITTEN RESOLUTION

For use by the holders of the Class A Notes (the Noteholders) held under stock code CAR001 (the Notes), issued by the Issuer under its R3,000,000,000 Note Programme, in respect of the written resolution proposed by the Issuer in the notice to Noteholders dated 19 October 2026.
Capitalised words and phrases used in this form will, unless otherwise defined, bear the same meanings as in the programme memorandum of the Issuer dated 25 September?2025 (the Programme Memorandum), as read with the Applicable Transaction Supplement and the Applicable Pricing Supplement for the Notes.

I/We 
       (full name in BLOCK LETTERS)

being the holder(s) of the following Notes:

NOTES HELD UNDER THE FOLLOWING STOCK CODES

Stock Code
ISIN Code
Outstanding Principal Amount (ZAR)
Stock Code CAR001
ZAG000220161



exercise the vote in respect of the above value of the Outstanding Principal Amount of the Notes under each Stock Code, as follows, in respect of the following written resolutions proposed by the Issuer:




For 
Against
Abstain
EXTRAORDINARY RESOLUTION OF THE CLASS A NOTEHOLDERS OF THE NOTES HELD UNDER STOCK CODE CAR001 ? APPROVAL OF SERVICER CHANGE OF CONTROL





Name of Noteholder: ______________________________________________________

Signature: _________________________________
Name of signatory: __________________________
Who warrants that he/she is duly authorised













Date: 19/10/2026 04:30:00
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