87FZ Aeci 5 1/2% Prf

AECI LIMITED

(Incorporated in the Republic of South Africa)

(Registration No. 1924/002590/06)

Company code: AECI

LEI: 3789008641F1D3D90E85

Bond code: AECI05 ISIN: ZAG000199258

Bond code: AECI06 ISIN: ZAG000199266

(AECI or the Issuer)

NOTICE TO NOTEHOLDERS RELATING TO CONSENT REQUIRED FOR THE REMOVAL OF MUCH ASPHALT PROPRIETARY LIMITED AS ORIGINAL GUARANTOR FROM THE OBLIGATIONS UNDER THE PROGRAMME AND CONSEQUENTIAL AMENDMENTS TO TERMS AND CONDITIONS AND RELATED PROGRAMME DOCUMENTS OF THE AECI’S DOMESTIC MEDIUM TERM NOTE PROGRAMME AND APPLICABLE PRICING SUPPLEMENTS RELATING TO THE AECI05 AND AECI06 NOTES

2. This notice is delivered by the Issuer (this Notice) to the holders of 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 release and discharge of Much Asphalt Proprietary Limited (Much Asphalt), as original guarantor, from its obligations under the Programme. In this regard, noteholders are referred to the announcement released on SENS by AECI on 4 November 2024 relating to the disposal of Much Asphalt.
3. Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed thereto in the Terms and Conditions.
4. Senior Notes Outstanding
   2.                     The Issuer has the following notes in issue:
      2.                         ZAR535,000,000 Senior Floating Rate Notes due 11 September 2026 with stock code AECI05 (the AECI05 Notes);
      3.                         ZAR465,000,000 Senior Floating Rate Notes due 11 September 2028 with stock code AECI06 (the AECI06 Notes);

(AECI05 Notes and AECI06 Notes, collectively, the Notes).

5. The request for written consent set out herein relates to the release of Much Asphalt, as Original Guarantor, from the obligations under (i) the Terms and Conditions and (ii) the guarantee in favour of the Noteholders, dated 4 September 2023 (the Noteholders Guarantee).
6. 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 Resolutions:
7.  Extraordinary Resolution No. 1:

“That the Noteholders of all Notes Outstanding consent to unconditional release and discharge of Much Asphalt, as Original Guarantor, from its obligations under the Terms and Conditions and the Noteholders Guarantee.”

8. Extraordinary Resolution No. 2:

“That, subject to the passing of Extraordinary Resolution No. 1 above, the Noteholders of all Notes Outstanding consent to:

7.1.1                        the Issuer amending and restating the Terms and Conditions, as contained in the Programme Memorandum and the Noteholders Guarantee to give effect to the unconditional release and discharge of Much Asphalt, as an Original Guarantor;

7.1.2                        subject to the passing of Extraordinary Resolution No. 2 above, any consequential changes to the Applicable Pricing Supplements of all Notes Outstanding, to give effect to the release and discharge of Much Asphalt as Original Guarantor.”

9. A copy of the amended and restated Programme Memorandum and each of the amended and restated Applicable Pricing Supplements in respect of the Notes, marked-up against the previous Programme Memorandum and Applicable Pricing Supplements, to reflect the proposed changes, is available on the Issuer’s website at https://investor.aeciworld.com/debt-investors.php.
10. The Noteholders are requested to provide their written consent to the abovementioned proposals by voting in relation to the written Extraordinary Resolutions 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 Mr. Trevor Starke, at Trevor.Starke@aeciworld.com by no later than 12h00 on 2 December 2024 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 Resolutions and any abstentions.
11. 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 1 November 2024.

4 November 2024  

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 4 November 2024 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:

2. I/We currently hold [insert Nominal Amount of Notes held] with Stock Code [AECI05]/[AECI06]
3. We acknowledge receipt of the Consent Request, in which the Issuer seeks the written consent of Noteholders to, inter alia, authorise the release and discharge of Much Asphalt from the Terms and Conditions and Noteholders Guarantee for purposes of disposing of Much Asphalt, as Original Guarantor, as specified in the Consent Request.
4. We hereby confirm our vote in respect of the Extraordinary Resolutions proposed by marking the relevant Colum “For”, “Against” or “Abstain” below:

SIGNED at _________________ on this the _________ day of ____________ 2024.

For and on behalf of

[INSERT NOTEHOLDER]

NOTES

This Consent Notice must be lodged with the relevant Participant of each Noteholder (that provided said Noteholder with the Consent Notice), as follows:

2. 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);

3. 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 resolutions 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 2 December 2024; and

4. a copy of the form must be emailed to the Issuer, for attention of Mr. Trevor Starke at Trevor.Starke@aeciworld.com , by no later than 12:00 on 2 December 2024.