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Notice to Noteholders of the AECI06 Notes
AECI LIMITED
(Incorporated in the Republic of South Africa)
(Registration No. 1924/002590/06)
Company code: AECI
LEI: 3789008641F1D3D90E85
Bond code: AECI06
ISIN: ZAG000199266
(AECI or the Issuer)
NOTICE TO NOTEHOLDERS OF THE AECI06 NOTES RELATING TO CONSENT REQUIRED FOR NON-OBSERVATION OF
SPTs IN RESPECT OF ALL KPIs FOR THE TARGET OBSERVATION PERIOD 4 (YEAR ENDING 31 DECEMBER 2026) IN
RESPECT OF THE APPLICABLE PRICING SUPPLEMENT RELATING TO THE AECI06 NOTES UNDER AECI'S DOMESTIC
MEDIUM TERM NOTE PROGRAMME
1. This notice is delivered by the Issuer (this Notice) to the holders of the ZAR465,000,000 Senior Floating Rate
Notes due 11 September 2028 with stock code AECI06 (the AECI06 Notes)(the Noteholders) issued under the
Issuer's ZAR5,000,000,000 Domestic Medium Term Note Programme (the Programme) pursuant to the
section headed "Terms and Conditions of the Notes" (the Terms and Conditions) in the programme
memorandum dated 4 September 2023, as amended and restated from time to time (the Programme
Memorandum), in accordance with Condition 20 (Notices) of the Terms and Conditions for the purposes of
giving notice to the Noteholders of the non-observation of the SPTs for each of three KPIs for the Target
Observation Period 4, ending in December 2026 (as referenced to the Applicable Pricing Supplement relating
to the AECI06 Notes)(the AECI06 Applicable Pricing Supplement) with regard to the Sustainability-Linked
Terms and Conditions (as defined below).
2. Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed thereto in
Appendix 1 of the AECI06 Applicable Pricing Supplement, headed "Additional Terms and Conditions Relating
to the AECI06 Notes – Sustainability-Linked Notes" (the Sustainability-Linked Terms and Conditions).
3. The request for written consent set out herein relates to the non-observation of SPTs for KPI 1 (Effluent
discharge intensity), KPI 2 (Carbon intensity) and KPI 3 (Gender diversity) in respect of the Target Observation
Period 4, as tabulated in paragraph 2 (Sustainability Performance Target Table) of the Sustainability-Linked
Terms and Conditions.
4. Background
4.1 This request is required pursuant to significant changes in the Issuer's business profile, disposal plans, and
strategic direction, which render the Target Observation Period 4 (being the financial year ending 31
December 2026) unsuitable as a meaningful observation year. Additional context has been provided
below:
4.1.1 Changes in disposal plans: The calibration of the 2025–2027 targets excluded the completed disposal
of Much Asphalt Proprietary Limited and the planned disposal of AECI Managed Businesses (AECI
Schirm, Animal Health, SANS Fibers, Public Water and Food & Beverage). Some disposals within AECIs
Managed Businesses have concluded which are AECI Schirm USA, and the Food & Beverage business.
The disposals of the other businesses remain subject to internal discussion and anticipated changes in
strategy. The information related to the disposals within the Managed Businesses pillar is referenced
in the latest FY2025 Integrated Report, available on the Issuer's website at the following link:
https://investor.aeciworld.com/pdf/integrated-reports/2025/2025-integrated-report.pdf. This will
have a direct and unknown impact on KPIs; and
4.1.2 Changes in the overall business strategy: With the appointment of a new Chief Executive Officer
effective 1 July 2026, revisions to business strategy and production volume forecasts are possible,
which could directly influence calibration of SPTs and KPIs; and
4.1.3 Impact of material deviations in production forecasts: The calibration of the 2025-2027 SPTs were
based on aggressive EBITDA-linked production forecasts as per the previous strategic plan. Actual
FY2025 production volumes were materially lower (c.15%) than the forecasted volumes. Production
volumes remain intrinsically linked to strategy and business composition and therefore remain subject
to change.
4.2 As such, the remainder of FY2026 will be utilised as a transitional period. AECI requires a steady-state
before meaningful recalibration of SPTs can be undertaken.
5. Consent sought from the Noteholders
The Issuer seeks the Noteholders' written consent in accordance with Condition 22 (Meetings of Noteholders
/ Consent Process) of the Terms and Conditions to pass the following written Extraordinary Resolution:
Extraordinary Resolution No. 1:
"That the Noteholders consent to the non-observation and disapplication of the SPTs recorded under the
column titled "SPTs for Target Observation Period 4" of the table captured under paragraph 2
(Sustainability Performance Target Table) of the Sustainability Linked Terms and Conditions for the Target
Observation Period 4, ending 31 December 2026."
6. The Noteholders are requested to provide their written consent to the abovementioned proposals by voting
in relation to the written Extraordinary Resolution specified in the Consent Notice annexed hereto as
Annexure B and delivering same to the registered office of the relevant Participant that provided the
Noteholder with the Consent Notice, and providing a copy thereof to the Issuer, for the attention Ms. Delia
Patterson, at delia.patterson@rmb.co.za by no later than 12h00 on 14 August 2026 in accordance with the
terms and conditions of Annexure B. The relevant Participant will then notify Strate Proprietary Limited
(Strate) at Strate-CDAdmin@strate.co.za of the total number of Consent Notices received, containing votes
both in favour and not in favour of the proposed written Extraordinary Resolution and any abstentions.
7. This Notice is being delivered to Strate in accordance with Condition 22 (Meetings of Noteholders / Consent
Process) of the Terms and Conditions as read with Condition 20 (Notices) of the Terms and Conditions. The
record date to be recorded in the Register to receive this Consent Request is 10 July 2026.
16 July 2026
Debt sponsor
Questco Proprietary Limited
ANNEXURE B
For completion by Noteholders in terms of Condition 22 (Meetings of Noteholders / Consent Process) of the Terms
and Conditions.
CONSENT NOTICE
We refer to the Notice of request for written consent of Noteholders dated on or about 16 July 2026 and provided
in accordance with Condition 22 (Meetings of Noteholders / Consent Process) of the Terms and Conditions as read
with Condition 20 (Notices) of the Terms and Conditions (the Consent Request).
Defined terms used in this Consent Notice (the Consent Notice) shall have the meanings given to them in the
Consent Request unless otherwise indicated.
I/We
being a holder/holders of Notes issued by the Issuer under the Programme hereby confirm:
1. I/We currently hold [insert Nominal Amount of Notes held] with Stock Code AECI06
2. We acknowledge receipt of the Consent Request, in which the Issuer seeks the written consent of
Noteholders to, inter alia, authorise the non-observation of the SPTs for KPI 1 (Effluent discharge intensity),
KPI 2 (Carbon intensity) and KPI 3 (Gender diversity) for the Target Observation Period 4, ending on 31
December 2026, in respect of the AECI06 Applicable Pricing Supplement, as specified in the Consent Request.
3. We hereby confirm our vote in respect of the Extraordinary Resolution proposed by marking the relevant
Colum "For", "Against" or "Abstain" below:
FOR AGAINST ABSTAIN
Extraordinary
Resolution No. 1 (Non-
Observation of SPTs for
Target Observation
Period 4)
SIGNED at _________________ on this the _________ day of ____________ 2026.
For and on behalf of
[INSERT NOTEHOLDER]
_________________________________ _________________________________
Name: Name:
Capacity: Authorised signatory Capacity: Authorised signatory
Who warrants his/her authority hereto Who warrants his/her authority hereto
NOTES
This Consent Notice must be lodged with the relevant Participant of each Noteholder (that provided said
Noteholder with the Consent Notice), as follows:
1. in respect of the relevant Participant, either the original form may be lodged at the registered address of
such Participant, or a copy of the form may be emailed to such Participant (with the original to follow shortly
thereafter);
2. on receipt of this Consent Notice, the relevant Participant must then notify Strate of the total number of
Consent Notices received, both in favour and not in favour of the proposed resolution and any abstentions
by email to Strate for the attention of Mr Yusuf Basha by e-mail to YusufB@strate.co.za copying Strate-
CDAdmin@strate.co.za by no later than 12:00 on 14 August 2026; and
3. a copy of the form must be emailed to the Issuer, for attention of Ms. Delia Patterson at
delia.patterson@rmb.co.za, by no later than 12:00 on 14 August 2026.
Date: 16-07-2026 02:47:00
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