Sharenet Sites 
Sharenet Sites
Adjournment of the meeting and notice of a new meeting under the ZAR15 billion Domestic Medium Term Note Programme
The South African National Roads Agency SOC Limited
Incorporated in the Republic of South Africa
(Registration number 1998/009584/30)
Company code: BINRA
(the “Issuer”)
ADJOURNMENT OF THE MEETING AND NOTICE OF A NEW MEETING OF THE HOLDERS OF
ALL OF THE NOTES ISSUED UNDER THE ZAR15 000 000 000 DOMESTIC MEDIUM TERM NOTE
PROGRAMME
Capitalised terms and expressions used in this announcement and not otherwise defined herein, shall
have the meanings ascribed to such terms and expressions in the programme memorandum dated
25 February 2011 (“Programme Memorandum”) in respect of the Issuer’s ZAR15 000 000 000
domestic medium term note programme and the announcement published on SENS on
10 January 2019.
1. ADJOURNEMENT OF THE MEETING
Noteholders are advised that the Meeting which was scheduled to be held at 11h00 on
4 February 2019, at the office of Werksmans Attorneys, The Central, 96 Rivonia Road, Sandton
(“Scheduled Meeting”), has been adjourned to 09h00 on 25 February 2019, at the office of
Werksmans Attorneys, The Central, 96 Rivonia Road, Sandton (“Adjourned Meeting”), as
the quorum required to proceed with the Scheduled Meeting was not present.
2. NOTICE AND PURPOSE OF THE ADJOURNED MEETING
In accordance with Conditions 17 and 18 of the Terms and Conditions of the Notes, the Issuer
has issued a notice in respect of the Adjourned Meeting (“Notice of Adjourned Meeting”), for
the purpose of considering, and if deemed fit, passing with or without modification, the
Extraordinary Resolution as set out in the Notice of Adjourned Meeting (on the same or similar
terms as set out therein), for the amendment of the Programme Memorandum.
Pursuant to the recent changes in law, certain changes and amendments are required to be
effected to the Programme Memorandum and as a result thereof, the Issuer wishes to issue an
amended and restated programme memorandum (“Amended and Restated Programme
Memorandum”) in order to record such amendments. In accordance with Condition 19.2 of the
Programme Memorandum, no modification of the Terms and Conditions may be affected unless:
a) in writing and signed by or on behalf of the Issuer and by or on behalf of the members of the
relevant Class of Noteholders holding not less than 66.67% in nominal amount of the Notes in
that Class for the time being Outstanding; or
b) sanctioned by Extraordinary Resolution.
A copy of the Notice of Adjourned Meeting has been delivered to the Central Securities Depository for
communication by them to the holders of Beneficial Interests in Dematerialised Notes or Notes
represented by a Global Certificate in accordance with Condition 17.1.3 of the Terms and Conditions.
A draft of the Amended and Restated Programme Memorandum as marked up to reflect all the
proposed or effected changes thereto, was circulated together with the Notice of Adjourned Meeting
and is available on the Issuer’s website at https://www.nra.co.za/live/content.php?Category_ID=199.
A draft of the Amended and Restated Programme Memorandum is also available on request from the
Transfer Agent, Computershare Investor Services Proprietary Limited.
Johannesburg
5 February 2019
Debt Sponsor
One Capital
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