Idwala - Notice for Consent of Noteholders Idwala Industrial Holdings Limited (Incorporated in the Republic of South Africa) (Registration No. 2004/003462/06) (“Idwala” or the “Issuer”) NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS 1. A notice of request for consent (“Consent Request”) has been delivered by the Issuer to each holder of Notes (the “Noteholders”) issued under the Idwala Industrial Holdings Limited (formerly Idwala Holdings Proprietary Limited) ZAR2,500,000,000 Domestic Medium Term Note Programme (the “Programme”) established pursuant to a programme memorandum dated 18 June 2012 (the “Programme Memorandum”) in accordance with Condition 18 (Notices) of the section headed “Terms and Conditions of the Notes” in the Programme Memorandum (the “Terms and Conditions”) for purposes of obtaining the Noteholders’ written consent to delist the Senior Secured Corporate Notes, Senior Secured Amortising Notes and Senior Secured Capex Notes, as described below (collectively, the “Notes”) from the Interest Rate Market of the JSE Limited (the JSE), to remove the Programme Memorandum from the Interest Rate Market of the JSE and to amend and restate the Programme Memorandum and the relevant Applicable Pricing Supplements (as defined below) accordingly. 2. Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed thereto in the Terms and Conditions where the context requires. 3. Idwala Industrial Holdings Limited (formerly Idwala Holdings Proprietary Limited) (the “Issuer”) seeks the Noteholders’ consent in accordance with Condition 19 of the Terms and Conditions and Condition 19.3 (Amendment of these Conditions) (set out in Part A (5) (Amended Terms and Conditions)) of Appendix B (Amended and Additional Terms and Conditions) (the “Additional Terms and Conditions”) to the Senior Secured Corporate Notes Applicable Pricing Supplement, the Senior Secured Amortising Notes Applicable Pricing Supplement and the Senior Secured Capex Notes Applicable Pricing Supplement (collectively, the “Applicable Pricing Supplements”) (all as defined below) to: 3.1 delist the Notes from the Interest Rate Market of the JSE and to amend and restate the Programme Memorandum accordingly; 3.2 amend and restate the Applicable Pricing Supplements relating to the issue of ZAR1, 050,000,000 Floating Rate Senior Secured Notes due 30 June 2016 (IDW001) initially issued on 10 July 2012 by the Issuer (the “Senior Secured Corporate Notes Applicable Pricing Supplements”) to reflect the delisting of the Notes; and 3.3 amend and restate the Applicable Pricing Supplement relating to the issue of ZAR355,000,000 Floating Rate Senior Secured Notes due 30 June 2016 (IDW002) initially issued on 10 July 2012 by the Issuer (the “Senior Secured Amortising Notes Applicable Pricing Supplement”) to reflect the delisting of the Notes; 3.4 amend and restate the Applicable Pricing Supplements relating to the issue of ZAR85,000,000 Floating Rate Senior Secured Notes due 30 June 2016 (IDW003) initially issued on 8 November 2012 by the Issuer (the “Senior Secured Capex Notes Applicable Pricing Supplements”) to reflect the delisting of the Notes, by completing the Consent Notice (available from Strate and Noteholders’ relevant central securities depository participants) and returning the same to Strate, copying FirstRand Bank Limited (acting through its Rand Merchant Bank division) and the Issuer, by no later than 17:00 on 14 April 2014. 4. The consequential changes to the draft amended and restated programme memorandum in relation to the Programme are set out in the programme memorandum (the “Amended and Restated Programme Memorandum”) available on the Issuer’s website at http://www.idwala.co.za and the JSE’s website at http://www.jse.co.za. 5. The consequential changes to the draft Senior Secured Corporate Notes Applicable Pricing Supplements in respect of Tranches 1, 2, 3 and 4 of the Senior Secured Corporate Notes are available on the Issuer’s website at http://www.idwala.co.za and the JSE’s website at http://www.jse.co.za. 6. The consequential changes to the draft Senior Secured Amortising Notes Applicable Pricing Supplement in respect of Tranche 1 of the Senior Secured Amortising Notes are available on the Issuer’s website at http://www.idwala.co.za and the JSE’s website at http://www.jse.co.za. 7. The consequential changes to the draft Senior Secured Capex Notes Applicable Pricing Supplements in respect of Tranches 1, 2, 3 and 4 of the Senior Secured Capex Notes are available on the Issuer’s website at http://www.idwala.co.za and the JSE’s website at http://www.jse.co.za. This Notice is being delivered to the JSE in accordance with Condition 19 (Amendment of these Conditions) of the Terms and Conditions and Condition 19 (Amendment of these Conditions) of the Additional Terms and Conditions as read with Condition 18 (Notices) of the Terms and Conditions. 28 March 2014 Debt Sponsor Rand Merchant Bank (A division of FirstRand Bank Limited) Date: 28/03/2014 02:53:00 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. 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