A E C I LIMITED - Notification in terms of section 45(5) of the Companies Act, 2008

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

AECI LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1924/002590/06)
Share code: AFE ISIN: ZAE000000220
Bonds company code: AECI
Bond code: AECI00 ISIN: ZAG000145988
(“AECI” or “the Company”)

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

Notice is hereby given that, in terms of the provisions of section 45(5)(a) of the Companies Act No.
71 of 2008 (“the Companies Act”) and pursuant to the Special Resolution passed at the Annual
General Meeting of the Company held on 29 May 2017 authorising the Board of Directors (“the
Board”) to provide direct and indirect financial assistance to current and future subsidiaries and to
current and future associated companies of the Company, the Board adopted a resolution on 27
November 2017 authorising the Company to provide financial assistance in terms of section 45 of the
Companies Act (“financial assistance”) by way of guaranteeing the performance of AECI Mauritius
Limited (”AECI Mauritius”) in respect of the latter’s loan facility agreement obligations in a maximum
aggregate amount of EUR129 million. AECI Mauritius is a wholly-owned, indirectly held subsidiary of
the Company.

The funds will be used to execute the transaction detailed in the announcement published on the
Johannesburg Stock Exchange News Service on 8 November 2017, together with any consideration
adjustments contemplated in the transaction agreement.

The transaction is summarised as follows:

a)      AECI and AECI Mauritius reached agreement with Imperial Chemical Logistics GmbH
        (“ICL”), a wholly-owned subsidiary of Imperial Holdings Limited, and Schirm GmbH, a
        wholly-owned subsidiary of ICL, in terms of which (i) AECI Mauritius will acquire 100%
        of the share capital in Schirm GmbH and shareholder loan claims; and (ii) Schirm
        GmbH will acquire (a) the contract manufacturing service business of ICL
        (“Wolfenbüttel Business”); and (b) a property in Wolfenbüttel, Germany (“Wolfenbüttel
        Property”), (together, “Schirm”) (“the Transaction”). The purchase consideration of
        EUR110,5 million is payable in cash (“Purchase Consideration”).
                                                
b)      For a period of one year from the closing date of the Transaction, Schirm GmbH retains
        an option to acquire four warehouses at the Schirm plant in Schönebeck from ICL for
        a maximum purchase consideration of EUR9,0 million.
c)      Schirm GmbH has entered into a separate 25-year lease agreement with ICL for
        warehouse and factory space to meet its own operational and raw material storage
        requirements, in terms of which AECI will make a pre-payment of EUR3,5 million.

In accordance with section 45(3)(b) of the Companies Act, the Board advises that it is satisfied and
acknowledges, in respect of the financial assistance, that:

a)      immediately after providing such financial assistance, AECI would have satisfied the solvency
        and liquidity test as provided for in section 4 of the Companies Act; and
b)      the terms under which such financial assistance has been given are fair and reasonable to the
        Company.

11 December 2017
Equity and Debt Sponsor: Rand Merchant Bank (A division of FirstRand Bank Limited)

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