SANRAL-Notice of a Meeting of Holders of all the DMTN Programme Memorandum Notes THE SOUTH AFRICAN NATIONAL ROADS AGENCY SOC LIMITED (Registration number 1998/009584/30) “SANRAL” (Established and incorporated as a public company under The South African National Roads Agency Limited and National Roads Act, 1998) (the “Issuer” or the “Company”) Bond Issuer Code: BINRA NOTICE OF A MEETING OF THE HOLDERS OF ALL OF THE NOTES ISSUED UNDER THE ZAR15 000 000 000 DOMESTIC MEDIUM TERM NOTE PROGRAMME OF THE ISSUER IN TERMS OF THE PROGRAMME MEMORANDUM DATED 25 FEBRUARY 2011. A. NOTICE AND PURPOSE In accordance with Conditions 17 and 18 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 a programme memorandum dated 29 May 2008, as amended and restated on 25 February 2011 ("Programme Memorandum"), will be held at 10h00 on 28 January 2015, at the office of Werksmans Attorneys for the purposes of considering, and, if deemed fit, passing, with or without modification, the Extraordinary Resolution set out under D below (on the same or similar terms as set out) for the amendment of the Programme Memorandum. Capitalised terms and expressions used in this notice and not otherwise defined herein, shall have the meanings ascribed to such terms and expressions in the Programme Memorandum. A copy of this notice of Meeting, has been delivered to the Central Securities Depository and the JSE for communication by them to the holders of Beneficial Interests in the Notes represented by a Global Certificate or Notes in uncertificated form in accordance with Condition 17.3 of the Terms and Conditions of the Notes. B. BACKGROUND Pursuant to changes to the Programme 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 19.2 of the Programme Memorandum, no modification of the Terms and Conditions may be affected 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 an Extraordinary Resolution. The Amended and Restated Programme Memorandum is subject to alteration as it remains to be 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 days prior to the abovementioned date of the meeting. A final draft will be sent to the Noteholders not later than 7 days prior to the abovementioned date of the meeting. C. WHO MAY ATTEND AND VOTE? Attending in person or by proxy As the holder of Notes issued in the Issuer: - You may attend the Meeting in person; or - alternatively, you may appoint not more than one proxy to represent you at the Meeting. If you intend on appointing a proxy, please complete the attached proxy form, which forms part of this notice of meeting, and return it in accordance with the instructions contained in the proxy form. Failure to meet these requirements may render the proxy form ineffective. A proxy need not be a Noteholder in the Issuer. Chairperson The chairperson of the Meeting will be Brendan Harmse, a director of GMG Trust Company (SA) Proprietary Limited, an independent third party. Identification All Noteholders will be required to provide reasonably satisfactory identification to the chairperson of the Meeting in order to participate in and vote at the Meeting. Voting Voting will take place by way of a poll. Every Noteholder who is present in person and produces proof acceptable to the Issuer that he/she is the Noteholder or is a proxy or a Representative shall have one vote per ZAR1 000 000's worth of Outstanding Notes (or the nearest rounded off multiple thereof) which he/she holds or which the person which he/she represents or for whom he/she acts as proxy, holds. The holder of a Global Certificate or Notes in uncertificated form shall vote on behalf of holders of Beneficial Interests of Notes represented by that Global Certificate or held in uncertificated form on any resolution proposed to be passed at a meeting, in accordance with the Applicable Procedures. D. RESOLUTION EXTRAORDINARY RESOLUTION 1: ISSUANCE OF AMENDED AND RESTATED PROGRAMME MEMORANDUM "Resolved as an extraordinary resolution that the Issuer is authorised to issue the Amended and Restated Programme Memorandum." The percentage of voting rights required for the above Extraordinary Resolution to be adopted by way of a poll shall be a majority consisting of not less than 66.67% (sixty-six and two-thirds percent) of the votes given on such poll. 8 December 2014 Debt Sponsor Absa Bank Limited (acting through its Corporate and Investment Banking division) Date: 08/12/2014 01:59:00 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.