THE SOUTH AFRICAN NATIONAL ROADS AGENCY SOC LIMITED - Notice of a meeting of the holders of all of the notes issued under the ZAR15 000 000 000 DMTN Programme - BINRA

Notice of a meeting of the holders of all of the notes issued under the ZAR15 000 000 000 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”)

NOTICE OF A MEETING OF THE HOLDERS OF ALL OF THE NOTES ISSUED UNDER THE
ZAR15 000 000 000 DOMESTIC MEDIUM TERM NOTE PROGRAMME

1. 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 of the holders of the Notes (“Noteholders”) of the Issuer
   (“Notice of Meeting”), 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 the
   programme memorandum dated 25 February 2011 (“Programme Memorandum”), will be held at
   11:00 on 4 February 2019 at the office of Werksmans Attorneys, The Central, 96 Rivonia Road,
   Sandton, for the purposes of considering and if deemed fit, passing with or without modification,
   the Extraordinary Resolutions set out in the Notice of Meeting.

   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.

   A copy of the Notice of 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 17.1.3 of the Terms and
   Conditions.

2. Background

   Pursuant to the aforementioned 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 Extraordinary Resolution.


A draft of the Amended and Restated Programme Memorandum as marked up to reflect all the
proposed or effected changes thereto, was circulated together with the Notice of Meeting and are
available on the Issuer’s website at https://www.nra.co.za/live/content.php?Category_ID=199. A draft
of the Amended and Restated Programme Memorandum is also available on request from the Transfer
Agent, Computershare Investor Services Proprietary Limited.


The Amended and Restated Programme Memorandum is subject to alteration as it remains to
be formally approved by the JSE and remains subject to further comments of the Noteholders.
Noteholders can further comment on the draft Amended and Restated Programme
Memorandum by no later than 10 calendar days prior to the abovementioned date of the meeting.
Noteholders are requested to direct any comments to Nedbank Limited, who is the Mandated
Arranger, in addition to directing any comments to the Central Securities Depository or any
Central Securities Depository Participant. The Nedbank Limited contact details are
NswanaM@Nedbank.co.za. A final draft will be sent to the Noteholders not later than 7 calendar
days prior to the abovementioned date of the meeting.


Johannesburg
10 January 2019

Debt Sponsor
One Capital

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