THE SOUTH AFRICAN NATIONAL ROADS AGENCY SOC LIMITED - Notice of a meeting of the holders of the notes issued under the R31.91 billion domestic medium term note programme

Notice of a meeting of the holders of the notes issued under the R31.91 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
(“SANRAL” or the “Issuer”)

NOTICE OF A MEETING OF THE HOLDERS OF ALL OF THE NOTES ISSUED UNDER THE
ZAR31 910 000 000 DOMESTIC MEDIUM TERM NOTE PROGRAMME

1. NOTICE AND PURPOSE

   In accordance with Conditions 18 and 19 of the Terms and Conditions of the Notes, the Issuer
   hereby gives notice that a meeting (“Meeting”) of the holders of the Notes (“Noteholders”) of the
   Issuer, holding Notes issued by the Issuer under the Issuer’s domestic medium term note
   programme (“Programme”) pursuant to which the South African National Roads Agency SOC
   Limited, in its capacity as Issuer may from time to time issue notes (“Notes”) in terms of the
   programme memorandum dated 14 April 2014 (“Programme Memorandum”) and guaranteed by
   the Government of the Republic of South Africa, will be held at 09h00 on 16 May 2018, at the
   office of Werksmans Attorneys, The Central, 96 Rivonia Road, Sandton, for the purposes of
   considering, and, if deemed fit, passing, with or without modification, the Extraordinary
   Resolutions set out in the notice of the Meeting (“Notice of Meeting”) for the amendment of the
   Programme Memorandum and the replacement of the Existing Guarantee (as defined below).

   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.

   A copy of the Notice of 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 18.1.3 of the Terms and
   Conditions.

2. BACKGROUND

   On 4 April 2014, the Government of the Republic of South Africa (“Guarantor”) issued the Issuer
   with a guarantee (“Existing Guarantee”) in respect of the obligations of the Issuer under, inter
   alia, the Programme.

   The Guarantor granted a further irrevocable Guarantee, dated 22 September 2017 (“New
   Guarantee”) directly to the Noteholders, in respect of the Notes and other financial instruments
   issued by the Issuer from time to time with varying maturities of up to 25 years.

   Pursuant to the aforementioned New Guarantee and 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 20.2 of the Programme Memorandum, no modification of the Terms and Conditions
   may be effected 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 draft of the Amended and Restated Programme Memorandum and the New Guarantee, as
   marked up to reflect all the proposed or effected changes thereto, have been circulated together
   with the Notice of Meeting.

   The Amended and Restated Programme Memorandum is subject to alteration as it
   remains to be formally approved by the JSE and remains subject to the comments of the
   Noteholders. Noteholders can comment on the draft Amended and Restated Programme
   Memorandum by no later than 10 calendar days prior to the abovementioned date of the
   Meeting. A final draft will be sent to the Noteholders not later than 7 calendar days prior to
   the abovementioned date of the Meeting.


Johannesburg
18 April 2018

Debt Sponsor
One Capital

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