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.   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
18 November 2021

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

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

Date: 18-11-2021 05:40:00
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