IMPERIAL LOGISTICS LIMITED - Notice in terms of section 45(5) of the Companies Act no 71 of 2008

Notice in terms of section 45(5) of the Companies Act no 71 of 2008

Imperial Logistics Limited
(Incorporated in the Republic of South Africa)
Registration number 1946/021048/06
ISIN: ZAE000067211
JSE share code: IPL
(“Imperial” or the “Company”)

NOTICE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT NO 71 OF 2008

1.   In addition to the Company’s announcement published on the
     Johannesburg Stock Exchange News Service (“SENS”)on 18 November 2021,
     Imperial shareholders are notified that on 8 November 2021 and
     pursuant to a special resolution adopted by the shareholders of the
     Company on 8 November 2021 in terms of sections 45(5) and 45(3)(a)(ii)
     of the Companies Act, 2008 (the Act) approving same and in terms of
     section 45(2) of the Act, the board of directors of the Company (the
     Board) adopted the required resolutions (the Board Resolution) to
     authorise the Company to:

1.1  enter into a master multicurrency facilities agreement, together
     with each Loan Confirmation (as defined therein) in respect of the
     Facilities (as defined therein), which are made available by local
     and international banks to the Borrowers (as defined therein) (the
     Master Multicurrency Facilities Agreement);

1.2  enter into a guarantee in terms of which the Company provides a
     guarantee in favour of the Finance Parties (as defined in the Master
     Multicurrency Facilities Agreement) as consideration for making the
     Facilities available to the Borrowers under the Master Multicurrency
     Facilities Agreement; and

1.3  provide financial assistance to each other Obligor (as defined in
     the Master Multicurrency Facilities Agreement) by guaranteeing,
     amongst other things, the indebtedness of such other Obligor under
     the Master Multicurrency Facilities Agreement.

2.   Having considered all reasonable financial circumstances of the
     Company in terms of and pursuant to the provisions of section 45 as
     read with section 4 of the Act, the Board satisfied itself that:

2.1  immediately after providing the financial assistance referred to
     above, the Company would satisfy the solvency and liquidity test
     contemplated in section 4 of the Act;

2.2  all relevant conditions and restrictions relating to the granting of
     such financial assistance by the Company contained in the Company's
     memorandum of incorporation are satisfied; and

2.3  the terms and conditions on which such financial assistance is to be
     given are fair and reasonable to the Company.

3.   A copy of this notice has also been made available on the company
     website https://www.imperiallogistics.com/sens.php.

Bedfordview
19 November 2021

Sponsor to Imperial
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Enquiries
Imperial Investor Relations
mailto: esha.mansingh@imperiallogistics.com

Date: 19-11-2021 02:00:00
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