CONSOLIDATED INFRASTRUCTURE GRP LTD - Notification in terms of section 45(5) of the Companies Act, 71 of 2008 (the Companies Act)

Notification in terms of section 45(5) of the Companies Act, 71 of 2008 (the “Companies Act”)

CONSOLIDATED INFRASTRUCTURE GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2007/004935/06)
JSE share code: CIL ISIN: ZAE000153888
(“CIG” or “the company”)


NOTIFICATION IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT, 71 OF 2008 (THE “COMPANIES ACT”)


In terms of the provisions of section 45(5) of the Companies Act and pursuant to the special resolution passed at the
annual general meeting of the company held on 4 May 2016 authorising the board of directors of the company (the
“board”) to authorise the company to provide direct or indirect financial assistance in terms of section 45 of the
Companies Act by way of loans, guarantees, the provision of security or otherwise, to any of its present or future
subsidiaries and/or any other company or corporation that is or becomes related or inter-related to the company for any
purpose or in connection with any matter, notification is hereby given by CIG that the board has adopted a resolution in
terms of section 45(3)(b) of the Companies Act:

    -      to authorise CIG to provide a guarantee in favour of The Standard Bank of South Africa Limited (acting through
           its Corporate and Investment division), Standard Chartered Bank, Johannesburg Branch and Standard Chartered
           Bank (Mauritius) Limited (the “finance parties”) in respect of loan and guarantee facilities in an aggregate
           principal amount of R1.5 billion and USD25.5 million made available by the finance parties to Consolidated
           Power Projects Group South Africa Proprietary Limited, Consolidated Power Projects International Proprietary
           Limited, Consolidated Power Projects Group Africa Proprietary Limited and/or Consolidated Power Projects
           Procurement International Proprietary Limited (being wholly-owned subsidiaries of CIG) (collectively, the
           “borrowers”), pursuant to all or any finance agreements, as defined in the common terms agreement (the
           “facilities agreements”), entered into between the company, the borrowers and the finance parties in respect of
           the obligations of each borrower and of the company under the facilities agreements.

The guarantee constitutes financial assistance in terms of section 45 of the Companies Act, which financial assistance
exceeds one-tenth of one percent of the company’s net worth.

In accordance with section 45 of the Companies Act, the board is satisfied and acknowledges, in respect of financial
assistance, that:

    (i)       immediately after providing the financial assistance, CIG would satisfy the solvency and liquidity test as
              provided for in section 4 of the Companies Act; and

    (ii)     the terms under which the financial assistance is to be given are fair and reasonable to CIG.


31 May 2016


Sponsor
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