BLUE GRANITE INTL - Notice of a Meeting

Background

In its capacity as beneficial owner of the R2,302,040,000 Class A1 Secured Floating Rate Notes due 2024 issued by Blue Granite Investments No. 4 (Proprietary) Limited (the "BGI4 Notes") (being the underlying collateral in respect of the Notes), the Issuer has received a notice of a meeting to be held on Friday 24 February 2012 of all the holders of the BGI4 Notes (the "BGI4 Notice"). As described more fully in the BGI4 Notice (a copy of which is set out in the Annex hereto), the holders of the BGI4 Notes are invited to authorise the issuer of the BGI4 Notes to amend the terms of the BGI4 Notes on the terms proposed in the BGI4 Notice (such amendments, the "BGI4 Proposed Amendments").

Pursuant to Condition 4(h) (Issuer's rights as beneficial owner of Collateral) of the Notes, the Issuer is only entitled to exercise any rights or take any action in its capacity as holder of the BGI4 Notes, with the consent of Deutsche Trustee Company Limited (the "Trustee") or as directed to do so by an Extraordinary Resolution of the Noteholders. Pursuant to Clause 3.5 (Exercise of Voting Rights) of the custody agreement dated 16 March 2007 between the Issuer, the Trustee and The Standard Bank of South Africa Limited (the "Custodian") in respect of the Notes (the "Relevant Custody Agreement"), the Custodian has covenanted with the Trustee not to exercise any voting rights with respect to the BGI4 Notes except as directed in writing by the Trustee or by an Extraordinary Resolution of the Noteholders. The provisions relating to meetings of Noteholders are set out in Schedule 3 to the Principal Trust Deed. Accordingly, the Issuer has convened a meeting of the Noteholders to obtain direction from the Noteholders in relation to the BGI4 Proposed Amendments.

Before making a decision as to whether to vote in favour of, or against, the Extraordinary Resolution, Noteholders should carefully consider the terms of the Notes, the BGI4 Notes and the BGI4 Notice.

For ease of reference, the following list sets out several features of the BGI4 Notes and the BGI4 Proposed Amendments, but it is not, and does not purport to be, an exhaustive list of all relevant features of the BGI4 Notes or the BGI4 Proposed Amendments:

· the Final Maturity Date (as defined in the terms of the BGI4 Notes) is 21 March 2024;

· a Step-up Call Date (as defined in the terms of the BGI4 Notes) in respect of the BGI4 Notes is scheduled to fall on 22 March 2012 (the "BGI4 Step-up Call Date");

· if the issuer of the BGI4 Notes does not exercise the Step-up Call Option (as defined in the terms of the BGI4 Notes), the margin for the interest rate applicable in respect of the BGI4 Notes will increase with effect from the BGI4 Step-up Call Date; and

· if the BGI4 Proposed Amendments are brought into effect, in accordance with the terms of the BGI4 Notes as amended in accordance with the BGI4 Proposed Amendments, the issuer of the BGI4 Notes shall be entitled, by giving notice at any time during the period falling between 29 February 2012 and 21 June 2012, to issue Refinancing Notes (as defined in the terms of the BGI4 Notes) and to redeem the BGI4 Notes.

For ease of reference, the following list highlights several features of the Notes but it is not, and does not purport to be, an exhaustive list of all relevant features of the Notes:

· pursuant to the terms of the Notes, the margin for the interest rate applicable in respect of the Notes will increase with effect from the Interest Payment Date falling in March 2012;

· the maturity date in respect of the Notes is the earlier of: (i) the Interest Payment Date falling in March 2024; (ii) the Optional Redemption Date (as defined in the terms of the Notes); and (iii) the date on which the aggregate principal amount of the Notes is reduced to zero; and

· if the BGI4 Notes are redeemed pursuant to the exercise of the Refinancing Option (as defined in the terms of the BGI4 Notes) and a principal payment in respect of the BGI4 Notes is received by the Issuer on the Interest Period Date falling on 22 March 2012, the Notes may be redeemed in full on the Interest Payment Date falling in March 2012 by payment of a final Instalment Amount in accordance with Condition 7(a)(ii) (Redemption by Instalments and Final Redemption) of the Notes.

Trustee

In accordance with normal market practice, the Trustee expresses no opinion, and makes no representations as to the merits of the Extraordinary Resolution (the "Extraordinary Resolution") or whether Noteholders would be acting in their best interests in approving the Extraordinary Resolution, and nothing in this Notice should be construed as a recommendation to Noteholders from the Trustee whether to vote in favour of, or against, the Extraordinary Resolution. The Trustee has not been involved in the formulation of the Extraordinary Resolution. Noteholders should take their own independent legal and financial advice on the merits and on the consequences of voting in favour of the Extraordinary Resolution, including as to any tax consequences. However, on the basis of the information set out in this Notice, the Trustee has authorised the Issuer to state that the Trustee has no objection to the Extraordinary Resolution being put to the Noteholders for their consideration.

General

Copies of the Principal Trust Deed, the Series Prospectus, the Supplemental Trust Deed in respect of the Notes, the Relevant Custody Agreement and the BGI4 Notice will be available for inspection by Noteholders during normal business hours at the specified office of the Paying Agent set out below, at the Meeting and at the offices of Simmons ∓ Simmons LLP at CityPoint, One Ropemaker Street, London EC2Y 9SS, United Kingdom for at least fifteen minutes before the Meeting.

The attention of Noteholders is particularly drawn to the quorum required for the Meeting and for any adjourned Meeting, which is set out under "Quorum and adjournment" below.

Voting and Quorum

The following is a summary of the arrangements which have been made for the purpose of Noteholders voting in respect of the Extraordinary Resolution as set out above. These arrangements satisfy the requirements of the provisions contained in the Principal Trust Deed relating to meetings of Noteholders convened for the purpose of passing an Extraordinary Resolution. Full details of the procedures for holding meetings of Noteholders are set out in Schedule 3 (Provisions for Meetings of Noteholders) to the Principal Trust Deed.

Voting procedure

All of the Notes are currently represented by a Global Note held by a common depositary for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg" and, together with Euroclear, the "Clearing Systems" and each a "Clearing System").

Each person (a "Beneficial Owner") who is the owner of a particular principal amount of the Notes through the Clearing Systems or their respective account holders ("Accountholders") should note that such person is not considered to be a Noteholder for the purposes of the Trust Deed and the Meeting and such person will only be entitled to attend and vote at the Meeting or to appoint a proxy to do so in accordance with the procedures set out below. On this basis, the only Noteholder for the purposes of voting at the Meeting is the common depositary for the Clearing Systems (the "Common Depositary").

A Beneficial Owner wishing to attend the Meeting in person must produce at the Meeting a valid voting certificate issued by the Paying Agent relating to the Note(s) in respect of which he wishes to vote. A Beneficial Owner may request a voting certificate by (i) blocking his Notes in his Clearing System account (or procuring his Accountholder to block such Notes on his behalf) as described below and (ii) instructing (through the Clearing Systems) the Common Depositary to request the Paying Agent to issue him with a voting certificate at the Meeting.

A Beneficial Owner not wishing to attend and vote at the Meeting in person may either deliver his valid voting certificate(s) to the person whom he wishes to attend on his behalf or give a voting instruction (by blocking his Notes in his Clearing System account (or procuring his Accountholder to block such Notes on his behalf) as described below and giving his voting instructions to Clearstream, Luxembourg and/or Euroclear) instructing the Common Depositary to instruct the Paying Agent to appoint a proxy to attend and vote at the Meeting in respect of his Notes in accordance with his instructions.

In order to obtain voting certificates or give voting instructions in respect of the Meeting, an Accountholder must request the relevant Clearing System to block the Notes in his own account and to hold the same to the order or under the control of the Paying Agent not later than 48 hours before the time appointed for holding the Meeting and within the relevant time limit specified by the relevant Clearing System (which may be earlier). Notes so blocked will not be released until the earlier of:

(a) the conclusion of the Meeting (or, if applicable, any adjournment of such Meeting); and

(b) (i) in respect of (a) voting certificate(s), the surrender to the Paying Agent of such voting certificate(s) and notification by the Paying Agent to the relevant Clearing System of such surrender or the compliance in such other manner with the rules of the relevant Clearing System; or

(ii) in respect of voting instructions, not less than 48 hours before the time for which the Meeting (or, if applicable, any adjournment of such Meeting) is convened, the notification in writing of any revocation of a Noteholder's previous instructions to the Paying Agent and the same then being notified in writing by the Paying Agent to the Issuer at least 24 hours before the time appointed for holding the Meeting and such Notes ceasing in accordance with the procedures of the relevant Clearing System and with the agreement of the Paying Agent to be held to its order or under its control.

By delivering voting instructions through the Clearing Systems to the Paying Agent, Accountholders are deemed to authorise the relevant Clearing System to disclose their identity, the aggregate principal amount of Notes the subject of such voting instructions and their Clearing System account details to the Paying Agent for disclosure to the Issuer and The Standard Bank of South Africa Limited promptly upon receipt of any such instructions.

Accountholders should note that they must allow sufficient time for compliance with the standard operating procedures of the Clearing Systems in order to ensure delivery of their voting instructions to the Paying Agent by the Final Voting Deadline. "Final Voting Deadline" means 48 hours before the time fixed for the Meeting (or, as applicable, any adjourned Meeting) which means in respect of the Meeting being convened by the Issuer on Wednesday 22 February 2012, 10 am (London time) on Monday 20 February 2012, which shall be the latest time for:

(i) Accountholders to request a voting certificate from the Paying Agent to attend and vote at the Meeting in person or otherwise be represented at the Meeting; and

(ii) (a) voting instructions to be given by Accountholders; and

(b) the revocation of voting instructions by Accountholders.

Beneficial Owners of Notes held through a broker, dealer, commercial bank, custodian, trust Issuer, nominee or Accountholder must provide appropriate instructions to such person in order to cause voting instructions to be delivered with respect to such Notes. Noteholders are urged to contact any such person promptly to ensure timely delivery of such voting instructions.

Beneficial Owners and Accountholders should note that voting instructions given (unless validly revoked) and voting certificates obtained in respect of a Meeting shall remain valid for any relevant adjourned Meeting.

Quorum and adjournment

The quorum required in respect of the Meeting is two or more persons present holding Notes or voting certificates or being proxies or representatives and holding or representing a clear majority in principal amount of the Notes for the time being outstanding.

If a quorum is not present at the Meeting within 15 minutes from the time fixed for the Meeting, the Meeting will be adjourned until such date, not less than 14 nor more than 42 days later, and time and place as the chairman of the Meeting may decide, and the Extraordinary Resolution will be considered at the adjourned Meeting (notice of which will be given to Noteholders). The quorum at such adjourned meeting will be two or more persons present holding Notes or voting certificates or being proxies or representatives (whatever the principal amount of the Notes so held or represented).

If a meeting is adjourned through want of quorum, at least 10 days' notice shall be given of that meeting in the same manner as for the original meeting. Such notice shall state the quorum required at the adjourned meeting. No notice need, however, otherwise be given of an adjourned meeting.

Noteholders should note this quorum requirement and should be aware that if the Noteholders either present or appropriately represented at the Meeting are insufficient to form a quorum the Extraordinary Resolution cannot be formally considered thereat. Noteholders are therefore encouraged either to attend the Meeting in person or to arrange to be represented at the Meeting (including by way of submitting voting instructions) as soon as possible.

Voting

Each question submitted to a Meeting shall be decided in the first instance by a show of hands unless a poll is (before, or on the declaration of the result of, the show of hands) demanded by the chairman of the relevant Meeting, the Trustee, the Issuer or one or more persons representing not less than 2 per cent. in principal amount of the Notes then outstanding.

In case of equality of votes the chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) which he may have as a Noteholder or an Accountholder or as a holder of a voting certificate or as a proxy or representative.

On a show of hands every person who is present in person and who produces a Note or voting certificate or is a proxy or a representative has one vote. On a poll every person who is present in person and who produces a Note (other than a Global Note) or voting certificate or is a proxy or a representative in respect of a Note (other than a Global Note) has one vote for each EUR 1 in principal amount of Notes so produced or represented by the voting certificate so produced or in respect of which he is a proxy or a representative. Without prejudice to the obligations of proxies, a person entitled to move more than one note need not use them all or cash them all in the same way.

If a poll is demanded, it shall be taken in such manner and either at once or after such adjournment as the chairman directs. The result of the poll shall be deemed to be the resolution of the meeting at which it was demanded as at the date it was taken. A demand for a poll shall not prevent the meeting continuing for the transaction of business other than the question on which it has been demanded. A poll demanded on the election of a chairman or on a question of adjournment shall be taken at once.

To be passed, each Extraordinary Resolution requires a majority in favour consisting of not less than 75 per cent. of the votes cast. If passed, the Extraordinary Resolution will be binding upon all Noteholders, whether or not present at the Meeting.

Contact Details

Deutsche Trustee Company Limited as Trustee

Winchester House

1 Great Winchester Street

London EC2N 2DB

Deutsche Bank AG (Xetra: 514000 - news) , London Branch as Paying Agent

Winchester House

1 Great Winchester Street

London EC2N 2DB

Attention: Alberto Pipi/Alan Corderoy

Tel: +44 (0)207 547 2629/7608

Email: tss_repack@list.db.com

The Standard Bank of South Africa Limited

Armine Schaefer, Director: Securitisation.

Tel: +27 11 378 8106

armine.schaefer@standardbank.co.za

Accountholders whose Notes are held by Euroclear or Clearstream, Luxembourg should contact the following for further information:

Euroclear: Corporate Action Department (telephone: +322 326 1927, email: drit@euroclear.com)

Clearstream: Corporate Action Department (telephone: +420 296 4 29323, email: CA_BOND@clearstream.com)

This Notice is given by:

BLUE GRANITE INTERNATIONAL ABS PLC

5 Harbourmaster Place

International Financial Services Centre

Dublin 1

Ireland (Xetra: A0Q8L3 - news)