BSI STEEL LIMITED - Notice to Shareholders of the Company in terms of Section 45(5) of the Companies Act, 71 of 2008 (THE ACT)

Notice to Shareholders of the Company in terms of Section 45(5) of the Companies Act, 71 of 2008 (“THE ACT”)

BSI STEEL Limited
(Incorporated in the Republic of South Africa)
(Registration number 2001/023164/06)
JSE code: BSS
ISIN: ZAE000125134
(“BSI Group” or "the Company")

NOTICE TO SHAREHOLDERS OF THE COMPANY IN TERMS OF SECTION
45(5) OF THE COMPANIES ACT, 71 OF 2008(“THE ACT”)

Shareholders of the Company are referred to the special
resolution tabled and approved at the Annual General
Meeting held on Friday,14 September 2012, authorising
directors in terms of Section 45 of the Act to provide
direct or indirect financial assistance to any company or
corporation which is related or inter-related to the
Company and the SENS announcement in this regard dated 15
March 2013.

The funding of the BSI Group is done on a group basis and
the subsidiaries contribute to the BSI Group securities
which include cross-company guarantees from the Company
in favour of the subsidiaries and visa versa.

In terms of the Section 45(2), the Board has adopted a
resolution (“Section 45 Board Resolution”) authorising
the continued BSI Group expenses, sundry purchases, steel
purchases, working capital, fixed capital funding
transactions and guarantees given by the Company to BSI
Steel Africa Limited in the ordinary course of business
until 31 March 2014 up to a value of R 270.0m ($ 30.0m).


The Board has confirmed that, after considering the
reasonably foreseeable financial circumstances of the
Company, it is satisfied that:

  1   Immediately after providing such assistance the
      Company will satisfy the solvency and liquidity
      test as referred to in section 45(3)(b))ii) of the
      Act; and
  2   The terms under which such assistance is to be
      given are fair and reasonable to the Company as
      referred to in section 45(3)(b)(ii) of the Act.

The financial assistance to be granted by the Company in
terms of the Section 45 Board Resolution exceeds [one-
tenth of one percent] of the Company’s net worth and the
Company hereby provides notice of the Section 45 Board
Resolution to shareholders in terms of the provisions of
Section 45(5) of the Act.

Johannesburg
09 May 2013

Designated Advisor
Sasfin Capital
(A division of Sasfin Bank Limited)

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