Amended and updated Programme Memorandum Namibia Power Corporation (Proprietary) Limited (incorporated in December 1964 with limited liability under company registration number 2051 in the Republic of Namibia) Bond issuer code: BINPW (“NamPower” or “the Issuer”) AMENDED AND UPDATED PROGRAMME MEMORANDUM Noteholders are herewith advised of NamPower’s amended and updated Medium Term Note Programme (originally approved by the Bond Exchange of South Africa Limited on 20 June 2007 and by the Namibian Stock Exchange (NSX) on 5 June 2007). This Programme Memorandum supersedes and replaces the previous Programme Memorandum in its entirety, and applies to all Notes in issue under the Programme as at 17 July 2013 (Programme Date) and all Notes issued under the Programme on and after the Programme Date. The Issuer has increased the maximum aggregate Outstanding Principal Amount of all the Notes that may be issued under the Programme(including all the Notes in issue under the Programme pursuant to the previous Programme Memorandum) from R3,000,000,000 (NAD3,000,000,000.00) to R5,000,000,000.00 (NAD5,000,000,000.00). The amendments and the updates are effective from the 17th July 2013 29 August 2013 Debt Sponsor Rand Merchant Bank (A division of FirstRand Bank Limited) Date: 29/08/2013 09:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.