THE SOUTH AFRICAN NATIONAL ROADS AGENCY SOC LIMITED - Adjournment of Meeting and Notice of a New Meeting of All Noteholders of R31.91 Billion DMTN Programme - BINRA

Adjournment of Meeting and Notice of a New Meeting of All Noteholders of R31.91 Billion DMTN Programme - BINRA

The South African National Roads Agency SOC Limited
Incorporated in the Republic of South Africa
(Registration number 1998/009584/30)
Company code: BINRA
(“SANRAL” or the “Issuer”)

ADJOURNMENT OF THE MEETING AND NOTICE OF A NEW MEETING OF THE HOLDERS OF
ALL OF THE NOTES ISSUED UNDER THE ZAR31 910 000 000 DOMESTIC MEDIUM TERM NOTE PROGRAMME

Capitalised terms and expressions used in this announcement and not otherwise defined herein, shall
have the meanings ascribed to such terms and expressions in the programme memorandum dated
14 April 2014 (“Programme Memorandum”) in respect of the Issuer’s ZAR31 910 000 000 domestic
medium term note programme, as guaranteed by the Government of the Republic of South Africa,
and the announcement published on SENS on 18 April 2018.

1.   ADJOURNEMENT OF THE MEETING

     Noteholders are advised that the Meeting which was scheduled to be held at 09h00 on
     16 May 2018, at the office of Werksmans Attorneys, The Central, 96 Rivonia Road, Sandton
     (“Scheduled Meeting”), has been adjourned to 09h00 on 6 June 2018, at the office of
     Werksmans Attorneys, The Central, 96 Rivonia Road, Sandton (“Adjourned Meeting”), as
     the quorum required to proceed with the Scheduled Meeting was not present.

2.   NOTICE AND PURPOSE OF THE ADJOURNED MEETING

     In accordance with Conditions 18 and 19 of the Terms and Conditions of the Notes, the Issuer
     has issued a notice in respect of the Adjourned Meeting (“Notice of Adjourned Meeting”), for
     the purpose of considering, and, if deemed fit, passing, with or without modification, the
     Extraordinary Resolutions, as set out in the Notice of Adjourned Meeting (on the same or similar
     terms as set out therein), for:

         -   the amendment of the Programme Memorandum, by way of the issue of an amended
             and restated Programme Memorandum (“Amended and Restated Programme
             Memorandum”); and
         -   the replacement of the Existing Guarantee with a further irrevocable Guarantee granted
             by the Guarantor, dated 22 September 2017 (“New Guarantee”),

     further details of which are contained in the Notice of Adjourned Meeting.

     A copy of the Notice of Adjourned Meeting has been delivered to the Central Securities
     Depository for communication by them to the holders of Beneficial Interests in Dematerialised
     Notes or Notes represented by a Global Certificate in accordance with Condition 18.1.3 of the
     Terms and Conditions.

     A draft of the Amended and Restated Programme Memorandum and the New Guarantee, as
     marked up to reflect all the proposed or effected changes thereto, have been circulated together
     with the Notice of Adjourned Meeting.

     The Amended and Restated Programme Memorandum is subject to alteration as it
     remains to be formally 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 calendar days prior to the abovementioned date of the
     Adjourned Meeting. Noteholders are requested to direct any comments to the Arranger,
     Nedbank Limited, acting through its Nedbank Corporate and Investment Banking division
     (NswanaM@Nedbank.co.za), in addition to directing any comments to the Central
     Securities Depository or any Central Securities Depository Participant. A final draft of the
     Amended and Restated Programme Memorandum will be sent to the Noteholders not later
     than 7 calendar days prior to the abovementioned date of the Adjourned Meeting.


Johannesburg
17 May 2018

Debt Sponsor
One Capital

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