the issue of notes (the Notes) thereunder from time to ... · the Programme from time to time,...

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THE SOUTH AFRICAN NATIONAL ROADS AGENCY SOC LIMITED(Registrat-Jon number 1998/009584/30)

(Established and incorporated as a public company under The South African National Roads AgencyLimited and National Roads Act, 1998)

(as Issuer)

guaranteed by

THE GOVERNMENT OF THE REPUBLIC OF SOUTH AFRICA

(as Guarantor)

ZAR3 1,9 10,000,000Domestic Medium Term Note Programme

On 30 July 2009 a domestic medium term note programme (the "Programme"), wasestablished by The South African National Roads Agency SOC Limited (the "Issuer") forthe issue of notes (the "Notes") thereunder from time to time. Pursuant to theProgramme, the Issuer issued a programme memorandum dated 30 July 2009 (the"Initial Programme Memorandum"). The Issuer amended certain provisions of theInitial Programme Memorandum pursuant to an amended and restated programmememorandum dated 14 April 2014 (the "Previous Programme Memorandum"). TheIssuer wishes to further update the Previous Programme Memorandum and accordinglywishes to enter into this amended and restated Programme Memorandum ("ProgrammeMemorandum"). With effect from the date of signature of this amended and restatedProgramme Memorandum, this amended and restated Programme Memorandum and theterms and conditions of the Notes described herein shall supersede and replace in all

respects the Previous Programme Memorandum.

Under this Programme, the Issuer may from time to time issue Notes denominated inSouth African Rand subject to the terms and conditions (the "Terms and Conditions")described in this Programme Memorandum.

Any other terms and conditions not contained in the Terms and Conditions which areapplicable to any specific Notes will be set forth in a pricing supplement (the"Applicable Pricing Supplement") issued in relation to such Notes. Details of Notes tobe issued, including the aggregate nominal amount of such Notes, interest (if any)

ArrangerNedbank Limited, acting through its Nedbank Corporate and

Investment Banking divisionDealer

Nedbank Limited, acting through its Nedbank Corporate andInvestment Banking division

Legal AdvisorWerksmans Inc.

Amended and Restated Programme Memorandum dated 13 August 2018

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payable in respect of such Notes and the issue price of such Notes will also be set forthin the Applicable Pricing Supplement. The maximum aggregate nominal amount of allNotes from time to time outstanding under the Programme will not exceedZAR31,910,000,000 or such other limit as may apply to the Programme from time totime.

The Government of the Republic of South Africa (the Guarantor") has guaranteed theobligations of the Issuer under the Notes and other financial instruments issued by theTssuer of varying maturities of up to 25 years up to a maximum nominal amount ofZAR31,91O,000,000 (the "Guarantee"), as more fully described in the section of thisProgramme Memorandum entitled "Salient Features of the Guarantee".

The Programme has been registered with the Interest Rate Market of the JSE Limited(the "JSE"). Notes may be listed on the JSE, or any successor exchange or on such otheror further exchange(s) as may be determined by the Issuer and subject to anyapplicable law. Unlisted Notes may not be issued under the Programme. Subject to thedebt listings requirements of the JSE and/or the requirements of any such other financialexchange(s) on which the Notes may be listed (the "Relevant Financial Exchange") orin terms of any law, the Applicable Pricing Supplement will be delivered to the RelevantFinancial Exchange and the Central Securities Depository (defined under the sectionentitled "Form of Notes") before the date of issue of such Notes and the Notes may betraded by or through members of the Relevant Financial Exchange from the datespecified in the Applicable Pricing Supplement(s).

The Notes may be issued on a continuing basis and be placed by the Dealer and anyadditional dealer appointed under the Programme from time to time, which appointmentmay be for a specific issue or on an ongoing basis (each a "Dealer" and together the"Dealers").

The Issuer may agree with any Dealer that Notes may be issued in a form notcontemplated by the Terms and Conditions, in which case the Applicable PricingSupplement(s) issued in relation to such Notes will describe the form of such Notes.

The holders of Notes that are listed on the Interest Rate Market of the JSE may claimagainst the BESA Guarantee Fund Trust (in accordance with the rules of the BESAGuarantee Fund Trust) only if such Notes are traded by or through members of the JSEin accordance with the rules and operating procedures for the time being of the JSE andthe Central Securities Depository. The holders of Notes that are not listed on the InterestRate Market of the JSE will have no recourse against the JSE or the BESA GuaranteeFund Trust even if such Notes are settled through the electronic settlement proceduresof the JSE and the Central Securities Depository.

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Where any term is defined within the context of any particular clause or sectionin this Programme Memorandum, the term so defined, unless it is clear fromthe clause or section in question that the term so defined has limitedapplication to the relevant clause or section, shall bear the meaning ascribed toit for all purposes in this Programme Memorandum, unless qualified by theterms and conditions of any particular Tranche of Notes (as defined in theTerms and Conditions) as set out in the Applicable Pricing Supplement orunless the context otherwise requires. Expressions defined in this ProgrammeMemorandum shall bear the same meanings in supplements to this ProgrammeMemorandum which do not themselves contain their own definitions,

The Issuer certifies that to the best of its knowledge and belief there are no facts thathave been omitted which would make any statement false or misleading, and that allreasonable enquiries to ascertain such facts have been made and that this ProgrammeMemorandum read with each Applicable Pricing Supplement contains all the informationrequired by law and the JSE Debt Listings Requirements. The Issuer accepts fullresponsibility for the information contained in this Programme Memorandum, theApplicable Pricing Supplements, its annual financial statements or annual financialreports, as the case may be, and any amendments to its annual financial statements orannual financial report, as the case may be, or any supplements from time to time,except as otherwise stated therein.

The Issuer, having made all reasonable enquiries, confirms that this ProgrammeMemorandum, read together with each Applicable Pricing Supplement and thedocuments and information incorporated herein and therein by reference ("SupportingDocumentation"), contains or incorporates all information which is material in thecontext of the issue and the offering of Notes, that the information contained orincorporated in this Programme Memorandum, read together with the SupportingDocumentation, is true and accurate in all material respects and is not misleading, thatthe opinions and the intentions expressed in this Programme Memorandum, readtogether with the Supporting Documentation, are honestly held and that there are noother facts the omission of which would make this Programme Memorandum or anyinformation or expression of any such opinions or intentions misleading, in any materialrespect.

This Programme Memorandum and each Applicable Pricing Supplement is to be read inconjunction with all documents which are deemed to be incorporated herein by reference(see section entitled "Documents Incorporated by Reference"). This ProgrammeMemorandum shall be read and construed on the basis that such documents areincorporated into and form part of this Programme Memorandum. Any reference in thissection to the Programme Memorandum, shall be read and construed as including suchdocuments incorporated by reference.

The Arranger, the Dealer, the Debt Sponsor and other professional advisors namedherein have not separately verified the information contained herein. Accordingly, norepresentation, warranty or undertaking, express or implied, is made and noresponsibility is accepted by the Arranger, the Dealer, the Debt Sponsor or otherprofessional advisors named herein as to the accuracy or completeness of theinformation contained in this Programme Memorandum or any Applicable PricingSupplement or any Supporting Documentation or any other information provided by theIssuer. The Arranger, the Dealer, the Debt Sponsor and other professional advisorsnamed herein do not accept any liability in relation to the information contained in thisProgramme Memorandum or any Applicable Pricing Supplement or any SupportingDocumentation or any other information provided by the Issuer in connection with theProgramme.

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The JSE assumes no responsibility or liability of whatsoever nature for the correctness ofany of the statements made or opinions expressed or information contained in orincorporated by reference into this Programme Memorandum and any Applicable PricingSupplement. The admission of any Tranche of Notes to the list of debt securitiesmaintained by the JSE and the listing of such Notes on the Interest Rate Market of theJSE is not to be taken as an indication of the merits of the Issuer or the Notes and, tothe extent permitted by applicable law, the JSE will not be liable for any claimwhatsoever. The JSE assumes no responsibility or liability of whatsoever nature for thecontents of this Programme Memorandum or any Applicable Pricing Supplement or theIssuer's annual financial statements or annual financial report, as the case may be, orany Supporting Documentation incorporated by reference into this ProgrammeMemorandum (as amended and restated from time to time) and the JSE makes norepresentation as to the accuracy or completeness of this Programme Memorandum orany Applicable Pricing Supplement, the Issuer's annual financial statement or annualfinancial report, as the case may be, or any Supporting Documentation incorporated byreference into this Programme Memorandum (as amended and restated from time totime). The JSE expressly disclaims any liability for any loss arising from or in relianceupon the whole or any part of this Programme Memorandum or any Applicable PricingSupplement or the Issuer's annual financial statement or annual financial report, as thecase may be, or any Supporting Documentation incorporated by reference into thisProgramme Memorandum (as amended and restated from time to time).

No person has been authorised to give any information or to make any representationnot contained in or not consistent with this Programme Memorandum, read together withthe Supporting Documentation, or any other information supplied in connection with theProgramme and, if given or made, such information or representation must not be reliedupon as having been authorised by the Issuer, the Arranger, the Dealer, the DebtSponsor or the other professional advisors named herein.

Neither this Programme Memorandum nor any other information supplied in connectionwith the Notes or the Programme is intended to provide a basis for any credit or otherevaluation, or should be considered as a recommendation by the Issuer, the JSE, theArranger, the Dealer or the Guarantor that any recipient of this ProgrammeMemorandum or any other information supplied in connection with the Programme,should subscribe for or purchase any Notes.

Each investor contemplating the subscription or purchase of any Notes should make itsown independent investigation of the financial condition and affairs, and its ownappraisal of the creditworthiness, of the Issuer and the Guarantor and the terms of theoffering and its own determination of the suitability of any such investment and anyother factors which may be relevant to it in connection with such investment. Neitherthis Programme Memorandum, any Applicable Pricing Supplement nor any otherinformation supplied in connection with the Notes or the Programme constitutes an offeror invitation by or on behalf of the Issuer, the Guarantor, the Arranger or any Dealer toany person to subscribe for or to purchase any Notes.

This Programme Memorandum, all Applicable Pricing Supplements and all otherdocuments and information supplied or distributed in connection with the Programmeand/or the Notes do not constitute the rendering of financial or investment advice by theIssuer, the Guarantor, the Arranger, the Dealer or the other professional advisors namedherein, but merely contains a description of certain facts relevant thereto.

Neither the delivery of this Programme Memorandum nor any Applicable PricingSupplement nor the offering, sale or delivery of any Note shall at any time imply that theinformation contained herein is correct at any time subsequent to the date hereof orthereof or that any other financial statements or other information supplied in connectionwith the Programme is correct as at any time subsequent to the date indicated in the

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document containing the same. The Arranger and the Dealer expressly do not undertaketo review the financial condition or affairs of the Issuer or the Guarantor during the lifeof the Programme. Investors should review, among others, the most recent financialstatements of the Issuer when deciding whether or not to subscribe for or purchase anyNotes.

Neither this Programme Memorandum nor any Applicable Pricing Supplementconstitutes an offer to sell or the solicitation of an offer to buy or an invitationto subscribe for any Notes in any jurisdiction to any person to whom it isunlawful to make the offer or solicitation in such jurisdiction.

The distribution of this Programme Memorandum, any Applicable PricingSupplement and the offer or sale of Notes may be restricted by law in certainjurisdictions. Persons into whose possession this Programme Memorandum, theApplicable Pricing Supplement or any Notes come must inform themselvesabout, and observe, any such restrictions. In particular, there are restrictionson the distribution of this Programme Memorandum and the offer or sale ofNotes in the United States of America, the United Kingdom, the EuropeanEconomic Area and the Republic of South None of the Issuer, theGuarantor, the Arranger, the Dealer, the Debt Sponsor or the other professionaladvisors named herein represent that this Programme Memorandum may belawfully distributed, or that any Notes may be lawfully offered, in compliancewith any applicable registration or other requirements in any such jurisdiction,or pursuant to an exemption available thereunder, or assumes anyresponsibility for facilitating any such distribution or offering. In particular, noaction has been taken by the Issuer, the Guarantor, the Arranger, the Dealer,the Debt Sponsor or the other professional advisors named herein which wouldpermit a public offering of any Notes or distribution of this document in anyjurisdiction where action for that purpose is required. Accordingly, no Notesmay be offered or sold, directly or indirectly, and neither this ProgrammeMemorandum nor any advertisement or other offering material may bedistributed or published in any jurisdiction, except under circumstances thatwill result in compliance with any applicable laws and regulations. If and to theextent that this Programme Memorandum, any Applicable Pricing Supplementand the offer or sale of Notes is illegal in any jurisdiction, it is not made in suchjurisdiction and is sent to persons in such jurisdiction for information purposesonly. The Dealer has represented that all the offers and sales by it will be madein compliance with this prohibition.

This Programme Memorandum is not for distribution, and does not constitutean offer of securities for sale or subscription, in the United States of America,the United Kingdom and European Economic Area or in any other jurisdiction inwhich such an offer for sale or subscription would be unlawful or would requirequalification or registration. Securities may not be offered in the United Statesof America without registration or an exemption from registration under thesecurities laws of the United States of America or in any other jurisdiction,except in accordance with applicable law.

The Notes have not been and will not be registered under the United States SecuritiesAct of 1933 (as amended) (the "Securities Act"). Notes may not be offered, sold ordelivered within the United States of America or to U.S. persons, except in accordancewith Regulation S under the Securities Act.

All references in this document to "Rand", "ZAR", "South African Rand", "R" and"cent" refer to the lawful currency of the Republic of South Africa.

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The price/yield and Principal Amount of any Notes to be issued under the Programme wi/lbe determined by the Issuer and the Arranger and/or the Dealer at the time of issue ofsuch Notes in accordance with prevailing market conditions.

In connection with the issue and distribution of any Tranche of Notes, the Dealerdisclosed as the approved stabilisation manager (if any) or any person acting for it("Stabilisation Manager') in the Applicable Pricing Supplement may, subject to theterms and conditions for stabilisation contained in the Applicable Pricing Supplement andonly if such stabilisation is permitted by the rules of the exchange on which such Trancheof Notes will be listed, or effect transactions with a view to supporting themarket price of the Notes at a level higher than that which might otherwise prevail for alimited period after the issue date. However, there may be no obligation on theStabilisation Manager to do this. Such stabilising, if commenced, may be discontinued atany time and must be brought to an end after a limited period. Such stabilisation shallbe carried out in accordance with all the applicable laws and regulations, including theJSE Debt Listings Requirements and is subject to approval by the JSE.

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TABLE OF CONTENTS

Page

DOCUMENTS INCORPORATED BY REFERENCE.,, 8

GENERAL DESCRIPTION OF THE PROGRAMME 10

SUMMARY OF THE PROGRAMME 11

DESCRIPTION OF THE SOUTH AFRICAN NATIONAL ROADS AGENCY SOCLIMITED 16

RISK FACTORS 22

FORM OF THE NOTES 31

SALIENT FEATURES OF THE GUARANTEE 33

TERMS AND CONDITIONS OF THE NOTES 35

PRO FORMA APPLICABLE PRICING SUPPLEMENT 80

USE OF PROCEEDS 90

SETTLEMENT, CLEARING AND TRANSFERS 91

SOUTH AFRICAN TAXATION 93

SUBSCRIPTION AND SALE 96

SOUTH AFRICAN EXCHANGE CONTROL 99

GENERAL INFORMATION 101

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DOCUMENTS INCORPORATED BY REFERENCE

Words used in this section headed "Documents Incorporated by Reference' shall bearthe same meanings as defined in the section headed "Terms and Conditions of theNotes", except to the extent that they are separately defined in this section or this isclearly inappropriate from the context.

The following documents shall be deemed to be incorporated in, and to form part of, thisProgramme Memorandum

(a) any supplements and/or amendments to this Programme Memorandum circulatedby the Issuer from time to time;

(b) the Guarantee provided by the Guarantor;

(c) the audited annual financial statements, and the notes thereto, of the Issuer forthe three financial years ended 31 March 2015, 31 March 2016 and31 March 2017, together with such statements, reports and notes attached to orintended to be read with such financial statements;

(d) the published audited annual financial statements of the Issuer, together withsuch statements, reports and notes attached to or intended to be read with suchfinancial statements thereto in respect of all financial years of the Issuer after thedate of this Programme Memorandum as well as interim financial statements (ifany) and/or quarterly financial statements (if any) and/or the annual report ofthe Issuer, as the case may be, as and when such become available;

(e) each Applicable Pricing Supplement relating to any Tranche of Notes issued underthe Programme;

(f) all information pertaining to the Issuer which is relevant to the Programme,and/or this Programme Memorandum and/or the Notes which is electronicallydisseminated on the Stock Exchange News Service of the JSE (or any othersimilar service established by the JSE) ("SENS") to SENS subscribers, if required;and

(g) the constitutional documents of the Issuer,

save that any statement contained herein or in a document which is incorporated byreference herein shall be deemed to be modified or superseded for the purpose of thisProgramme Memorandum to the extent that a statement contained in any suchsubsequent document which is deemed to be incorporated by reference herein modifiesor supersedes such earlier statement (whether expressly, by implication or otherwise).This Programme Memorandum is only available in English.

The Issuer will, in connection with the listing of Notes on the Relevant FinancialExchange, and for so long as any Note remains Outstanding and listed on suchexchange, publish a new Programme Memorandum or a further supplement to theProgramme Memorandum on the occasion of any subsequent issue of Notes where therehas been -

(a) a material change in the condition of the Issuer which is not then reflected in theProgramme Memorandum or any supplement to the Programme Memorandum; or

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(b) any modification of the terms of the Programme which then make theProgramme Memorandum materiaUy inaccurate or misleading.

Any such new Programme Memorandum or Programme Memorandum as supplementedand/or modified shall be deemed to have substituted the previous ProgrammeMemorandum or to have modified the previous Programme Memorandum from the dateof issue of the new Programme Memorandum or the Programme Memorandum as

as the case may be.

The Issuer will provide, at its registered office as set out at the end of this ProgrammeMemorandum, free of charge, to the general public upon request, a copy of theProgramme Memorandum, the Guarantee and any or aU of the documents deemed to beincorporated herein by reference, unless such documents have been modified orsuperseded.

The Programme Memorandum and any amendments or supplements thereto (includingthe Applicable Pricing Supplements) wiU be made available on the website of the JSE(www.ise.co.za). These documents, the Guarantee and the documents deemed to beincorporated herein by reference are available for inspection at the offices of the Issuerduring office hours. The Issuer shall further place an electronic copy of this ProgrammeMemorandum, any Applicable Pricing Supplements issued pursuant to this ProgrammeMemorandum, the Guarantee, together with any supplements and/or amendments tothe Programme Memorandum and/or the Guarantee, as the case may be, as well as itsaudited annual financial statements, and the notes thereto, on its website,www.nra.co.za.

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GENERAL DESCRIPTION OF THE PROGRAMME

Words used in this section headed 'General Description of the Programme" shall bear thesame meanings as defined in the section headed "Terms and Conditions of the Notes",except to the extent that they are separately defined in this section or this is clearlyinappropriate from the context.

Under the Programme, the Issuer may from time to time issue Notes denominated inSouth African Rand. The applicable terms of any Notes will be set out in the Terms andConditions incorporated by reference into the Notes, as modified and supplemented bythe Applicable Pricing Supplements relating to the Notes and/or any supplements to theProgramme Memorandum. A summary of the Programme and the Terms and Conditionsappear below.

This Programme Memorandum and any supplement thereto will only apply to Notesissued under the Programme in an aggregate Principal Amount which when added to theaggregate Principal Amount then Outstanding of all Notes previously or simultaneouslyissued under the Programme, does not exceed ZAR31,910,000,000, unless such amountis increased as set out below. For the purpose of calculating the aggregate PrincipalAmount of Notes Outstanding under the Programme from time to time —

(a) the amount of Indexed Notes (as defined in the Terms and Conditions) shall becalculated by reference to the original Principal Amount of such Notes; and

(b) the amount of Zero Coupon Notes (as defined in the Terms and Conditions) andother Notes issued at a discount or premium shall be calculated by reference tothe net subscription proceeds received by the Issuer for the relevant issue.

In the event that the Issuer issues Notes listed on any other Relevant Financial Exchangeon which the Notes may be listed, the Issuer shall, no later than the last day of themonth of such issue, inform the JSE in writing of the Principal Amount and scheduledmaturity date in respect of such Notes.

From time to time the Issuer may wish to increase the aggregate Principal Amount of theNotes that may be Outstanding under the Programme in accordance with the provisionsof the Programme Agreement. Subject to the requirements of the Relevant FinancialExchange on which the Notes may be listed or in terms of any law and the extension bythe Guarantor of the Guarantee to all Notes to be issued pursuant to such increasedaggregate Principal Amount of Notes Outstanding under the Programme, the Issuer may,without the consent of Noteholders, increase the aggregate Principal Amount of theNotes that may be Outstanding under the Programme by delivering a notice thereof toNoteholders and the Relevant Financial Exchange in accordance with Condition 18 of theTerms and Conditions. Upon such notice being given, all references in the ProgrammeMemorandum or any other agreement, deed or document in relation to the Programme,to the aggregate Principal Amount of the Notes, shall be and shall be deemed to bereferences to the increased aggregate Principal Amount.

This Programme Memorandum will apply to all Notes Outstanding under the Programmefrom time to time. A summary of the Programme appears in the section headed"Summary of the Programme" and the Terms and Conditions of the Notes appear in thesection headed "Terms and Conditions of the Notes".

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SUMMARY OF THE PROGRAMME

The following summary does not purport to be complete and is taken from, and isqualified by, the remainder of this Programme Memorandum and, in relation to theTerms and Conditions of any Notes, the Applicable Pricing Supplement issued in relationto such Notes. Capitalised terms not separately defined herein shall bear the meaninggiven to them in the section entitled "Terms and Conditions of the Notes".

Words used in this section headed "Summary of the Programme" shall bear the samemeanings as defined in the section headed "Terms and Conditions of the Notes", exceptto the extent that they are separately defined in this section or this is clearlyinappropriate from the context.

Issuer The South African National Roads Agency SOC Limited(Registration Number 1998/009584/30).

Guarantor The Government of The Republic of South Africa.

Description of the The South African National Roads Agency SOC Limited DomesticProgramme Medium Term Note Programme established by the Issuer, as

more fully described in the Programme Memorandum.

Size of the Notes with an aggregate Principal Amount up toProgramme ZAR31,910,000,000 may be Outstanding under the Programme

at any time. The Issuer may increase the amount of theProgramme in accordance with the Programme Agreement.

Arranger Nedbank Limited, acting through its Nedbank Corporate andInvestment Banking division (Registration Number1951/000009/06) ("Nedbank").

Dealer Nedbank, and/or any other additional Dealer appointed underthe Programme from time to time, which appointment may befor a specific issue or on an ongoing basis, subject to theIssuer's right to terminate the appointment of any Dealer.

Calculation Agent Absa, unless the Issuer elects to appoint, in relation to a

particular Tranche or Series of Notes, another entity asCalculation Agent, in which event that other entity, shall act insuch capacity in respect of that Tranche or Series of Notes.

Paying Agent Absa, unless the Issuer elects to appoint, in relation to a

particular Tranche or Series of Notes, another entity as PayingAgent, in which event that other entity, shall act in suchcapacity in respect of that Tranche or Series of Notes.

Debt Sponsor One Capital Sponsor Services (Proprietary) Limited (RegistrationNumber 2000/023249/07), or such other persons appointedfrom time to time by the Issuer.

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Transfer Agent Computershare Investor Services Proprietary Limited(Registration Number 2004/003467/07), unless the Issuerelects to appoint, in relation to a particular Tranche or Series ofNotes, another entity as Transfer Agent, in which event thatother entity, shall act in such capacity in respect of that Trancheor Series of Notes.

Rating The Issuer has been rated by Moody's Investors Service SouthAfrica Proprietary Limited ("Moody's"). The rating assigned tothe Issuer by Moody's at the date of this ProgrammeMemorandum is Aa3za/P-1.za on a South African national scale.Any change to this rating will be reflected in the ApplicablePricing Supplement and will be published through SENS.

Guarantee In terms of the Guarantee, the Government of the Republic ofSouth Africa has provided a guarantee in terms of which itguarantees the obligations of the Issuer under the Notes andother financial instruments issued by the Issuer of varyingmaturities up to 25 years up to a maximum nominal amount ofZAR31,910,000,000 until 31 July 2035 (see section entitled"Salient Features of the Guarantee").

Listing The Programme has been registered with the JSE. Notes issuedunder the Programme may be listed on the Interest Rate Marketof the JSE (or on a successor exchange to the JSE or such otheror further exchange(s) as may be selected by the Issuer inrelation to such issue). Unlisted Notes may not be issued underthe Programme. The Applicable Pricing Supplement in respect ofa Tranche will specify the Relevant Financial Exchange on whichsuch Notes will be listed.

Programme This amended and restated Programme Memorandum isMemorandum published by the Issuer in respect of Notes already listed and to

be listed on the Interest Rate Market of the JSE or on theRelevant Financial Exchange as amended from time to time.

Currency South African Rand.

Denomination of Notes will be issued with a minimum denomination ofNotes ZAR1,000,000 each unless otherwise specified in the Applicable

Pricing Supplement.

Form of Notes Notes may be issued in the form of Certificated Notes orUncertificated Notes, as the case may be, as described in thesection entitled "Form of the Notes" below.

Interest Period(s) Such period(s) or date(s) as may be indicated in the Applicableor Interest Pricing Supplement.Payment Date(s)

Issue Price Notes may be issued on a basis and at an issue pricewhich is at their nominal amount or at a discount to, orpremium over, their nominal amount as indicated in theApplicable Pricing Supplement.

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Maturities Such maturity as may be indicated in the Apphcable PricingSupplement, (subject to a maturity as may be required by theRelevant Financial Exchange on which the Notes may be listedor in terms of any law). The Notes having the benefit of theGuarantee are subject to a maximum maturity of 25 years.

Cross-Default Condition 131.4 of the Terms and Conditions provides for across-default to indebtedness of the Issuer for money borrowedin respect of its Toll Business having an aggregate outstandingamount which equals or exceeds ZAR100,000,000 (or itsequivalent in any other currency or currencies), or anyguarantee of or indemnity in respect of any such indebtedness!

Negative Pledge Condition 7 of the Terms and Conditions provides for a negativepledge in favour of the Noteholders.

Noteholder(s) The holders of Notes (as recorded in the Register) from time totime.

Notes Notes may comprise bonds, notes, debentures, commercialpaper or any other debt instruments including, but not limitedto -

Fixed Rate Notes - Fixed Rate Notes will bear interest at afixed interest rate, as indicated in the Applicable PricingSupplement(s), and more fully described in Condition 8.1 of theTerms and Conditions.

Floating Rate Notes - Floating Rate Notes will bear interest ata floating rate, as indicated in the Applicable PricingSupplement(s), and more fully described in Condition 8.2 of theTerms and Conditions.

Zero Coupon Notes - Zero Coupon Notes will be offered andsold at a discount to their nominal amount or at par and will notbear interest other than in the case of late payment.

Indexed Notes Payments in respect of interest on IndexedInterest Notes or in respect of principal on Indexed RedemptionAmount Notes will be calculated by reference to such indexand/or formula as may be indicated in the Applicable PricingSupplement(s).

Mixed Rate Notes - Mixed Rate Notes will bear interest overrespective periods at the rates applicable for any combination ofFixed Rate Notes, Floating Rate Notes, Zero Coupon Notes orIndexed Notes, each as specified in the Applicable PricingSupplement(s).

Other Notes Terms applicable to Notes other than those specificallycontemplated under this Programme Memorandum will be setout in the Applicable Pricing Supplement(s).

Status of Notes Unless otherwise specified in the Applicable PricingSupplement(s), Notes will constitute direct, unconditional,unsubordinated and unsecured (but guaranteed) obligations ofthe Issuer in relation to the Issuer's Toll Business and will rank

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pan passu among themselves and (save for certain debtsrequired to be preferred by law) equally with all other unsecured(but guaranteed) and unsubordinated obligations of the Issuerin relation to the Issuer's Toll Business from time to timeoutstanding.

Redemption The Applicable Pricing Supplement(s) relating to each Tranche ofNotes will indicate either -

(a) that the Notes may only be redeemed prior to theirstated maturity (other than in specified instalments, ifapplicable) for taxation reasons or following an Event ofDefault; and/or

(b) that such Notes will also be redeemable at the option ofthe Issuer upon giving such notice as is indicated in theApplicable Pricing Supplement(s) to the Noteholders andat a price or prices and on such terms as are indicated inthe Applicable Pricing Supplement(s).

The Applicable Pricing Supplement(s) may provide that Notesmay be repayable in two or more instalments and on such datesas indicated in the Applicable Pricing Supplement(s).

The Guarantee specifies that the Notes are, at the option of theGuarantor, capable of being redeemed at their scheduledmaturity by the Guarantor (on behalf of the Issuer) (whether ornot an Event of Default has occurred).

Register The Register maintained by the Transfer Agent in terms of theTerms and Conditions.

Distribution Notes may be distributed by way of public auction, privateplacement or any other means permitted under South Africanlaw, and in each case on a syndicated or non-syndicated basisas may be determined by the Issuer and the relevant Dealer andreflected in the Applicable Pricing Supplement(s).

Selling There are selling restrictions in relation to the United States ofRestrictions America, the United Kingdom, the European Economic Area and

the Republic of South Africa and such other restrictions as maybe required to be met in relation to an offering or sale of aparticular Tranche of Notes which may be included in theApplicable Pricing Supplement(s).

Blocked Rand Blocked Rand may be used for the purchase of Notes, subject toSouth African Exchange Control Regulations.

Taxation A summary of the applicable tax legislation in respect of theNotes, as at the date of this Programme Memorandum, is setout in the section of this Programme Memorandum entitled"South African Taxation". The summary does not constitute taxadvice. Potential investors in the Notes should consult their ownprofessional advisors as to the potential tax consequences of aninvestment in the Notes, prior to making such investment.


Withholding As at the date of this Programme Memorandum all payments inTaxes respect of the Notes will be made without withholding or

deduction for or on account of taxes levied in South Africa. Inthe event that certain withholding tax or such other deduction isrequired by law, then the Issuer will, subject to certainexceptions as provided in Condition 11 of the Terms andConditions, pay such additional amounts as shall be necessary inorder that the net amounts received by the Noteholders aftersuch withholding or deduction shall equal the respectiveamounts of principal and interest which would otherwise havebeen receivable in respect of the Notes in the absence of suchwithholding or deduction.

With effect from 1 January 2015, withholding tax on interest inrespect of certain debt instruments may be applicable to certainpersons who are regarded as non-resident for tax purposes inSouth Africa. Certain exemptions may or may not be applicablein this regard.

Issue and In terms of prevailing South African legislation, no securitiesTransfer Taxes transfer tax will be payable in terms of the Securities Transfer

Tax Act, 2007 in respect of the transfer, issue, cancellation orredemption of the Notes. Any future stamp duties or otherduties or Taxes that may be introduced or may be applicableupon the transfer of the Notes will be for the account of theNoteholders.

Governing Law The Notes and the Guarantee will be governed by, andconstrued in accordance with the laws of the Republic of SouthAfrica.

Terms and The terms and conditions of the Notes are set out in the sectionConditions of this Programme Memorandum entitled "Terms and Conditions

of the Notes"


DESCRIPTION OF THE SOUTH AFRICAN NATIONAL ROADSAGENCY SOC LIMITED

Words used in this section headed "Description of the South African National RoadsAgency SOC Limited" shall bear the same meanings as defined in the section headed"Terms and Conditions of the except to the extent that they are separatelydefined in this section or this is clearly inappropriate from the context.

INTRODUCTION

The Issuer, being the South African National Roads Agency SOC Limited, is a pubUccompany incorporated in terms of section 3 of the SANRAL Act. The Issuer wasestablished in South Africa on 19 May 1998, which is its date of incorporation forpurposes of the SANRAL Act.

2 BACKGROUND AND HISTORY

The Issuer is the successor to the South African Roads Board. On its incorporationdate, the Issuer took responsibility for all projects and work which had beencommenced by the South African Roads Board in terms of the National Roads Act,1971. This included all responsibility in connection with the planning, design,construction, operation, management, control, maintenance and rehabilitation of anationao road or the planning of a proposed national road.

On the incorporation date of the Issuer, the immovable property of the SouthAfrican Roads Board on which national roads are situated passed to and vests withthe Issuer. In addition, the Issuer acquired certain other immovable propertybelonging to the South African Roads Board.

The nature of the State's financial interest in the Issuer is that, in exchange for thenet value of the assets invested in the Issuer (and which assets previously vested inthe South African Roads Board), the State has been issued with fully paid up sharesin the Issuer and is the sole shareholder of the Issuer.

The Issuer has been exempted from income tax by virtue of the notice promulgatedin the Government Gazette on 22 December 2003 (Revenue Laws Amendment Act,2003, section 1(1) and 2(d)). This exemption operates retrospectively to the dateof incorporation of the Issuer.

3 ACTIVITIES

In terms of the SANRAL Act —

(1) the Issuer, within the framework of Government policy, is responsible for and isgiven the power to perform all strategic planning with regard to the South Africannational roads system, as well as the planning, design, construction, operation,management, control, maintenance and rehabilitation of national roads for SouthAfrica and is responsible for the financing of all those functions in accordance withits business and financial plan, so as to ensure that Government's goals andpolicy objectives concerning national roads are achieved;


(2) in addition to the main functions of the Issuer set forth above, the Issuer hascertain additional powers which include

to operate any national road or part thereof as a toll road and levy a tollon the user of such road and to collect the toll or have it collected by anyauthorised person and for those purposes to provide, establish, erect,operate and maintain toll plazas on a national road subject to theprovisions of the SANRAL Act;

to recommend to the Minister of Transport the introduction of legislationwith regard to roads or road traffic; and

to do anything which is reasonably ancillary to any of its main functionsand powers in terms of (1) above;

(3) the Issuer, with the Minister of Transport's approval, may declare any specificnational road or any specific portion thereof, including any bridge or tunnel on anational road, to be a toll road for the purposes of the SANRAL Act. Any existingroad or any route of which the boundaries have been fixed by survey, may bedeclared a national road (and therefore fall under the auspices of the Issuer) bythe Minister of Transport on the recommendation of the Issuer. AID national roads,by virtue of the provisions of the SANRAL Act and in particular section 40 thereof,fall under the auspices and control of the Issuer;

(4) the Issuer may levy and collect a toll on a national road which has also beendeclared a toll road by virtue of the provisions of section 27 of the SANRAL Act,the amount of which has been determined and made known (also by virtue of theprovisions of section 27 of the SANRAL Act), which will be payable at a toll plazaby the person so driving or using the vehicle or at any other place subject to theconditions that the Issuer may determine and so make known;

(5) the Issuer is entitled, in terms of section 28 of the SANRAL Act, to enter intoagreements (concession contracts) with third parties (concessionaires) in terms ofwhich such third parties are authorised to finance, plan, design, construct,maintain, rehabilitate and improve a national road or such a portion of a nationalroad and to operate, manage and control such a road as a toll road. Pursuant tosuch agreement, a concessionaire is entitled to levy and collect toll on such a tollroad for its own account. The Issuer has previously and will continue in the futureto enter into such concession contracts with concessionaires in terms of which theconcessionaires finance, plan, design, construct, maintain and improve a nationalroad and operate such road as a toll road and collect the tolls levied thereunderfor their own account. Such concession contracts are entered into pursuant to anopen tender, at arms' length, and usually operate for a period of 30 yearswhereafter the concessionaire is obliged to return the national road (whichoperates as a toll road) to the Issuer. On return of the toll road by theconcessionaire to the Issuer, the road must conform to an agreed specification.During the concession period all risk, other than for certain agreed risks includingmaterial adverse governmental action and overloading, relating to the financing,planning, designing, construction, improvement and rehabilitation of such road ispassed by the Issuer to the concessionaire. The asset, including anyimprovements thereto by the concessionaire remains the property of the Issuerthroughout the concession period;

(6) the Issuer has no authority or control over other roads within the Republic ofSouth Africa, including municipal and provincial roads. The Issuer is howeverentitled, in terms of section 40 of the SANRAL Act, to recommend to the Ministerof Transport that he declare any existing road, or route on which the boundaries


have been fixed by survey, to be a national road, whereafter such national roadwill fall under the auspices and control of the Issuer. All risk and benefit in suchroad will vest with the Issuer.

4 STRATEGY

The Issuer is funded from various sources including —

loans raised and debt securities issued by the Issuer;

all tolls payable to the Issuer pursuant to the SANRAL Act; and

an annual aflocation from National Treasury for purposes of the Issuer'snon-toU activities.

In terms of the SANRAL Act, the funds of the Issuer will be used in accordance withthe Issuer's business and financial plan as approved by the Minister of Transport tomeet the expenditure incurred by the Issuer in connection with its functioning,operations and work.

The Issuer is obligated by legislation, to keep separate accounts in respect of tolland non-toll income including the interest earned on the investment of such incomeand monies. Those monies, which constitute toll money, may be used solely for —

meeting expenditure connected with the acquisition of land for toll roads,any investigations and surveys with regard to toll roads and the planning,design and construction of and any other work in connection with, tollroads, including the erection of toll plazas and any facilities in connectiontherewith;

the maintenance and operation of toll roads and toll plazas and anyfacilities connected with toll roads and toll plazas;

• servicing debt (capital and interest) raised to finance toll roads; and

• meeting other expenditure related to the operation of the toll business.

Accordingly, in terms of the SANRAL Act, the Issuer is obliged to operate its tollroads separately from its other national roads and which do not constitute toll roadsfor purposes of the SANRAL Act.

In accordance with the above requirement, the Issuer maintains separateoperations in respect of its toll and non-toll business and by virtue thereof, alsomaintains, for reporting purposes, separate accounting records in respect of thesedifferent operations. Accordingly there is no cross subsidisation between theIssuer's toll and non-toll related operations. Toll roads are self-funding and for thepurposes of financial analysis are assumed to amortise debt over a period of 30years.

Non-toll roads are financed through parliamentary appropriations on vote of theNational Department of Transport (Vote 37).

In accordance with the requirements of the SANRAL Act the proceeds raised interms of this Programme will be used solely for purposes of the Issuer's toll relatedoperations, including the Issuer's Gauteng Freeway Improvement Project ("GFIP").

Programme Ivlemorandum_Execuuon/#4960980v1 1930072018

GFIP electronic tolling began operations on 3 December 2013, on the basis of openroad tolling (ORT) in that there are no toll plazas at which motorists have to stop inorder to pay the relevant toU, but rather a tofl is levied electronicafly when amotorist passes a specified point on a road (over which a gantry is Thisconstitutes the first open road electronic tolling initiative of its kind in South Africa,although similar systems have been implemented and are operational in other partsof the world including Chile, Canada and Australia.

The Issuers overall strategy is geared toward expanding South Africa's nationalroad network from the current 22 197 kilometres to about 25 300 kilometres in thelong term. The intention of the Issuer is to consolidate the primary road networkand ensure the optimal quality of national routes of strategic and economicimportance for the safety, security and sound development of the country. TheIssuer's expansion strategy is mainly focused on the improvement to the existingnational road network, which includes both Issuer funded toll roads, concessionedtoll roads and non-toll roads. With regard to the former, the Issuer is envisagingthat it will spend approximately ZAR12.5 billion over the next five to seven years inupgrading various existing toll roads.

5 CORPORATE GOVERNANCE

The State, mainly through the Transport and Finance Ministries, as well asParliament, approves the budget, annual transfers for non-toll related operations,toll charges, public private partnership initiatives, new debt and guarantees (whereappropriate) for new debt. The Issuer is governed and controlled by a board ofdirectors (the "Board") appointed by the Minister of Transport. The chairman of theBoard reports to the Minister of Transport in accordance with the terms andconditions of the performance agreement entered into between the Issuer and theState. In addition, the Issuer is bound by the provisions of the Companies Act,2008 and the Regulations thereto (other than for those sections of the CompaniesAct, 2008 which are specifically excluded by virtue of the SANRAL Act) and thePublic Finance Management Act, 1999 as read with the Treasury Regulations.

In accordance with the SANRAL Act, the Issuer may not be placed into liquidation orput under judicial management, other than by an Act of Parliament. Therefore theIssuer is insolvency remote.

The Issuer subscribes to the governance principles of transparency, socialresponsibility and accountability as embodied within the Protocol on CorporateGovernance in the Public Sector and the King IV Code of Corporate Governance.The Issuer complies in all respects with the King IV Code of Corporate Governance.The Issuer is in the process of adopting an approved Stakeholder Management Plan.

The Issuer has set up a governance framework for its Board. The duties of theBoard include full and effective control over the Issuer, provision of directionregarding policy matters and monitoring organisational performance,communications and sustainability.

Board committees are in place to ensure adequate checks and balances. Withregard to financial matters, the most important internal body is the Asset andLiability Committee ("ALCo"), which convenes regularly and is chaired by a directorwho is a representative of the Department of Finance. The ALCo prepares theoverall strategy for financial assets and liabilities, performs regular reviews of allaspects of the financial risk management and exposures and reports to the Boardon the Issuer's treasury operations. The Issuer's Treasury Policy and ControlFramework provides additional comfort that the Issuer operates under well-definedtreasury related corporate governance rules.

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Programme Nlemorandum_Executiori/#4960980v1 223007 20 tS

RISK FACTORS

Words used in this section headed 'Risk Factors" shall bear the same meanings asdefined in the section headed "Terms and Conditions of the Notes", except to the extentthat they are separately defined in this section or this is clearly inappropriate from thecon text.

The Issuer believes that the factors outlined below may affect its ability to fulfil itsobligations under the Notes. All of these factors are contingencies which may or may notoccur and the Issuer is not in a position to express a view on the likelihood of any suchcontingency occurring. In addition, factors which are material for the purpose ofassessing the market risks associated with the Notes are also described below. The valueof the Notes could decline due to any of these risks, and investors may lose some or allof their investment.

The Issuer believes that the factors described below represent the principal risksinherent in investing in the Notes, but the inability of the Issuer to pay interest, principalor other amounts on or in connection with any Notes may occur for other reasons whichmay not be considered significant risks by the Issuer based on information currentlyavailable to it, or which it may not currently be able to anticipate. Accordingly, the Issuerdoes not represent that the statements below regarding the risks of holding any Notesare exhaustive.

Prospective investors should also read the detailed information set out elsewhere in thisProgramme Memorandum to reach their own views, prior to making any investmentdecision.

References below to the "Terms and Conditions", in relation to Notes, shall mean the"Terms and Conditions of the Notes" set out under the section of this ProgrammeMemorandum headed "Terms and Conditions of the Notes".

RISKS RELATING TO THE ISSUER

Non-toil operations and toil operations

The Issuer is prohibited, by legislation, from using funds received for purposes ofnon-toll operations for toll operations and related activities. Non-toll operations arefunded by Government grants, whereas toll activities of the Issuer are funded solelyfrom toll income and funds raised for purposes of toll related activities. The proceedsraised by virtue of the Notes issued under the Programme will be used solely for tollrelated activities and for the repayment of debt raised by the Issuer to fund such tollrelated services.

Toll Roads

The declaration of toll roads is dependent on legislation. The Issuer, with the Minister ofTransport's approval, may declare any specified national road or any specified portionthereof, including any bridge or tunnel on a national road, to be a toll road for thepurposes of the SANRAL Act and may amend or withdraw any declaration so made,pursuant to the provisions of section 27 of the SANRAL Act.

Levying of tolls

The levying of tolls is dependent, as is the case with the declaration of toll roads, onlegislation. The Issuer may levy and collect a toll for the driving or use of any and all


vehicles on a toll road, the amount of which has been determined and made known interms of the SANRAL Act. The amount of toll which may be levied, any rebate thereonand any adjustment thereof is determined by the Minister of Transport on therecommendation of the Issuer and may differ in respect of different toU roads, differentvehicles or categories of vehicles, different times and different categories of road users.The amount of toll must be made known by notice promulgated in the GovernmentGazette. The annual adjustment of toll tariffs is approved by the Minister of Transport onthe recommendation of the Issuer and is linked to inflation. The levying of tolls and theadjustment thereof takes place by virtue of the provisions of section 27 of the SANRALAct.

National roads

The Issuer is entitled, in terms of section 40 of the SANRAL Act, subject to the writtenrequest from the relevant provincial premier, to recommend to the Minister of Transportthe declaration of an existing road, or route on which the boundaries have been fixed bysurvey, to be a national road, whereafter such national road will fall under the auspicesand control of the Issuer. All risk and benefit in and to such a road will vest with theIssuer who will bear the risk of upgrading such a road, particularly if it is to be declareda toll road.

Overloading

The Issuer bears the risk of overloading on national roads and the damage caused tonational roads by overloaded vehicles. This includes overloading on national roads whichform the subject matter of concession contracts and in terms of which the Issuer hascontractually agreed with concessionaires to bear the risk of overloading. The Issuermitigates this risk by effective policing of overloaded vehicles and has constructed anumber of weigh bridges on national roads where overloading is policed and overloadedvehicles are prevented from using national roads and simultaneously penalised wherethere is non-compliance.

Environmental

The construction and upgrading of roads, including national roads, are regulated byvirtue of the provisions of the Environment Conservation Act, 1989 (to the extent it isstill applicable) and the National Environmental Management Act, 1998 and theRegulations promulgated thereunder. Accordingly, prior to constructing and/or upgradinga road, including a national road, there must have been compliance with therequirements of the environmental legislation and which may delay the declaration of anational road as a toll road and the levying of tolls on such a road. The Issuer mitigatesthis risk by employing and appointing experts in the field of environmental managementwho advise the Issuer on compliance with the environmental legislation and the planningwhich must take place prior to construction and upgrading of national roads including thetolling thereof. Construction will only commence on a national road once environmentalapproval is obtained.

Concession Contracts

The Issuer has entered into concession contracts ("Concession Contracts") with certainprivate sector entities ("Concessionaires") and envisages that it will continue to enterinto such Concession Contracts in terms of which these Concessionaires obtain the rightto receive the toll income of specified portions of national roads under the control of theIssuer and design, construct, finance, operate and maintain those portions of nationalroads as toll roads for their own account. The Issuer is therefore not entitled to theincome generated from these concessionaire operated national roads, which operate astoll roads and such income can therefore not be used to meet the Issuer's obligations in

Programme MemorandumExecution/#4960980v1. 2430072018

terms of the Notes. Conversely however, the Issuer has no liability to design, construct,finance, operate and maintain those national roads for the period of the concession. TheIssuer does however receive certain payments from such Concessionaires which includeupfront payments for the use of the roads and the sharing of refinancing gains whichmay arise by virtue of a Concessionaire refinancing a particular toll road and whichpayments constitute part of the Issuers toll related income. The Issuer may also beentitled to receive additional payments from the Concessionaires once certain thresholdsfor either turnover or rate of return has been achieved. The Issuers entitlement in thisregard is regulated by virtue of the Concession Contracts entered into with eachConcessionaire.

A Concession Contract may be terminated prior to expiry of the original concessionperiod for a variety of reasons, including default by the Issuer, default by theConcessionaire, force majeure and material adverse governmental action. In the eventof such termination, the Issuer may become obliged to make certain terminationpayments to the relevant Concessionaire or to third parties (including funders,shareholders and others). The risk of early termination is actively managed by theIssuer, having regard to the requirements of the relevant Concession Contract and allapplicable law. In certain instances, the Issuers obligation to make such terminationpayments may be supported by the State.

Borrowings

Timely and ultimate payment of principal and interest on the Notes depends on thefinancial condition of the Issuer. The financial condition of the Issuer may be affected bymany business and operational factors, including but not limited to its credit rating,legislative amendments (the Issuer being a creature of statute and its ability to collecttoll arising out of statute), the ability to effectively collect tolls and enforce thenon-payment of tolls, industry wide issues, market conditions as well as issues specificto the Issuer such as construction costs.

The Terms and Conditions of the Notes do not limit the ability of the Issuer to incuradditional indebtedness, including indebtedness that ranks pan passu with payments dueto the Noteholders. The risk referred to in the above paragraph is mitigated by theissuance of the Guarantee by the Guarantor to the Noteholders and other creditors ofSAN RA L.

Going Concern

Due to a significant portion of the Issuer's revenue being dependant on open road tollingof the GFIP, where the collection is not certain, the collection rate has a significantimpact on the Issuer's funding requirements. The uncertainty created by the lowcollection rate may have an impact on the Issuer's ability to service the debt and itsoperations.

Taxation

The Issuer has been exempted from income tax by virtue of the notice promulgated inthe Government Gazette on 22 December 2003 (Revenue Laws Amendment Act, 2003,section 1(1) and 2(d)). This exemption operates retrospectively to the date ofincorporation of the Issuer.

Construction

The Issuer envisages ultimately spending approximately ZAR12,5 billion over the nextfive to seven years in order to upgrade existing toll roads.

Programme Memoraridum_Execution/#4960980vJ. 2530072018

Electronic tolling

The GFIP, which constitutes the largest toll operation of the Issuer, operates on the basisof open road tolling, in that there are no toll plazas at which motorists have to stop inorder to pay the relevant toll, but rather a toll is levied electronically when a motoristpasses a specified point on the road (over which a gantry is fixed). This is the first openroad tolling ("ORT") initiative in South Africa, although similar systems have beenimplemented in a number of countries including Chile, Australia and Canada. It is alsothe first interoperable tolling system in the world. Therefore the risk with regard to openroad electronic tolling relates to the resistance to tolling by various interest groups andnon-payment of toll tariffs by motorists. The Issuer, in consultation with the Minister ofTransport and the relevant law enforcement agencies, proposed amendments to theSANRAL Act, in order to ensure effective law enforcement which will result in the abilityto effectively levy and collect tolls. The SANRAL Act was amended in May 2013 by theTransport Laws and Related Matter Amendment Act ("Amendment Act"), to addressthese issues. The Amendment Act came into operation on g October 2013 byproclamation in the Gazette.

Information Technology

The technology relating to the operation of ORT is fully operational and aligned withinternational best practice so as to mitigate any risks in this regard. This technology hasbeen further enhanced to complement the current technology used for conventionalboom down plaza's enabling electronic toll collection using a single tag at all plaza's inSouth Africa. The Issuer has adopted protocols for disaster recovery to be utilized forpurposes of ORT.

Legislation

The Issuer is a national public entity under the Public Finance Management Act, 1999.The Issuer is further a creature of statute and pursuant to its founding legislation it isnot subject to privatisation or bankruptcy and does not pursue profit as a businessobjective. The Issuer operates under a mandate from Government to maintain anddevelop South Africa's national road network. The Government is responsible for overallpolicy and approves budgets, annual transfers for non-toll operations, toll charges, publicprivate partnership initiatives, new debt and guarantees, where applicable, by the Issuerfor new debt.

Litigation

SANRAL has, in terms of section 30 of the SANRAL Act, instituted legal proceedings torecover outstanding tolls from the road users of the GFIP. These proceedings, in manyinstances are being opposed with the assistance of public interest groups who contendthat tolling is unlawful. Their defence is based on a continued challenge against thedecisions taken and which enable tolling. These defences should be heard in court during2018/2019.

Risk Mitigation

The Board of the Issuer has accepted responsibility for risk management within theorganisation. For this purpose the Issuer has developed a risk register, a product ofcontinuous assessment of current risks and the identification of new risks. All staff areencouraged to be alert to risk exposures in their area of contribution and to express theirconcerns relating to the strategic and operational risks faced by the Issuer. These risksare then analysed and appropriate initiatives are implemented in order to mitigate suchrisk. All primary risks of the Issuer are documented in the risk register and are

Programme Plemorandum_Executiori/#4960980v1 2630072018

communicated to the Board of directors. The internal audit coverage plan is risk basedand risk management is a standing item on all Board and committee meetings.

RISKS RELATED TO THE NOTES

Notes may not be a suitable investment for all investors

Each potential investor in any Notes must determine the suitability of that investment inlight of its own circumstances. In particular, each potential investor should -

have sufficient knowledge and experience to make a meaningful evaluation of theNotes, the merits and risks of investing in the Notes and the informationcontained or incorporated by reference in this Programme Memorandum or anyapplicable supplement to this Programme Memorandum;

have access to, and knowledge of, appropriate analytical tools to evaluate, in thecontext of its particular financial situation, an investment in the Notes and theimpact such an investment will have on its overall investment portfolio;

• have sufficient financial resources and liquidity to bear all of the risks of aninvestment in the Notes, including Notes with principal or interest payable in oneor more currencies (if applicable), or where the currency for principal or interestpayments is different from the potential investor's currency;

• understand thoroughly the terms of the Notes and be familiar with the behaviourof any relevant indices and financial markets; and

• be able to evaluate (either alone or with the help of a financial advisor) possiblescenarios for economic, interest rate and other factors that may affect itsinvestment and its ability to bear the applicable risks.

Some Notes are complex financial instruments. Sophisticated institutional investorsgenerally do not purchase complex financial instruments as stand-alone investments.They purchase complex financial instruments as a way to reduce risk or enhance yieldwith an understood, measured and appropriate addition of risk to their overall portfolios.A potential investor should not invest in Notes which are complex financial instrumentsunless it has the expertise (either alone or with a financial advisor) to evaluate how theNotes will perform under changing conditions, the resulting effects on the value of theNotes and the impact this investment will have on the potential investor's overallinvestment portfolio.

No active trading market for the Notes

Notes issued under the Programme will be new securities which may not be widelydistributed and for which there is currently no active trading market. If the Notes aretraded after their initial issuance, they may trade at a discount to their initial offeringprice, depending upon prevailing interest rates, the market for similar securities, generaleconomic conditions and the financial condition of the Issuer. There is no assurance as tothe development or liquidity of any trading market for any particular Tranche of Notes.

Notes may be redeemed prior to maturity

Unless in the case of any particular Tranche of Notes the Applicable Pricing Supplementprovides otherwise, in the event that the Issuer would be obliged to increase theamounts payable in respect of any Notes due to any withholding or deduction for or onaccount of, any present or future taxes, duties, assessments or governmental chargesof whatever nature imposed, levied, collected, withheld or assessed by or on behalf of


the government of South Africa or any political subdivision thereof or any authoritytherein or thereof having power to tax, the Issuer may redeem all Outstanding Notes inaccordance with the Terms and Conditions.

In addition, if in the case of any particular Tranche of Notes the Applicable PricingSupplement provides that the Notes are redeemable at the Issuer's option in certaincircumstances, the Issuer may choose to redeem the Notes at times when prevailinginterest rates may be relatively low. In such circumstances an investor may not be ableto reinvest the redemption proceeds in a comparable security at an effective interest ashigh as that of the relevant Notes.

Because Uncertificated Notes are held by the Central Securities Depository, investors willhave to rely on its procedures for transfer, payment and communication with the Issuer.

Notes issued under the Programme which are listed on the Relevant Financial Exchange,and will be held in the Central Securities Depository shall, subject to applicable laws andthe Applicable Procedures, be issued in uncertificated form. Notes held in the CentralSecurities Depository will be issued, cleared and settled in accordance with theApplicable Procedures through the electronic settlement system of the Central SecuritiesDepository. Except in the limited circumstances described in the Terms and Conditions,investors will not be entitled to receive Individual Certificates. The Central SecuritiesDepository will maintain records of the Beneficial Interests in Notes issued inuncertificated form which are held in the Central Securities Depository, investors will beable to trade their Beneficial Interests only through the Central Securities Depository andin accordance with Applicable Procedures.

Payments of principal and/or interest in respect of Uncertificated Notes will be made tothe Central Securities Depository and/or the Central Securities Depository Participant,and the Issuer will discharge its payment obligations under such Notes by makingpayments to the order of the Central Securities Depository and/or the Central SecuritiesDepository Participant, and for distribution to their account holders. A holder of aBeneficial Interest in Uncertificated Notes must rely on the procedures of the CentralSecurities Depository to receive payments under the relevant Notes. Each investorshown in the records of the Central Securities Depository and/or the Central SecuritiesDepository Participant, as the case may be, shall look solely to the Central SecuritiesDepository for his share of each payment so made by the Issuer to the registered holderof such Uncertificated Notes. The Issuer has no responsibility or liability for the recordsrelating to, or payments made in respect of, such Beneficial Interests.

Holders of beneficial Interests in Uncertificated Notes will not have a direct right to votein respect of the relevant Notes. Instead, such holders will be permitted to act only tothe extent that they are enabled by the Central Securities Depository to appointappropriate proxies.

Credit Rating

Tranches of Notes issued under the Programme, the Issuer and/or the Programme, asthe case may be, may be rated or unrated. A rating is not a recommendation tosubscribe for, buy, sell or hold securities and may be subject to suspension, reduction orwithdrawal at any time by the assigning rating agency. Any adverse change in anapplicable credit rating could adversely affect the trading price for the Notes issuedunder the Programme. Any change to an applicable credit rating will be publishedthrough SENS.

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Interest Rate Risk

The toll revenue of the Issuer is adjusted annually based on inflation. The Notes maycarry interest at rates that differ from the specific inflation index used to adjust the tollrevenue and the Issuer may thus have a correlating exposure.

Dealer Obligations

The Notes will not be the obligations of the Dealer. The Issuer wifl accept theresponsibility for the obligations of the Notes issued under the Programme.

RISKS RELATED TO THE STRUCTURE OF THE PARTICULAR ISSUE OF NOTES

A wide range of Notes may be issued under the Programme. A number of these Notesmay have features which contain particular risks for potential investors. Set out below isa description of certain such features —

Notes subject to optional redemption by the Issuer

An optional redemption feature is likely to limit the market value of the Notes. Duringany period when the Issuer may elect to redeem the Notesr the market value of thoseNotes generally will not rise substantially above the price at which they can beredeemed. This also may be true prior to any redemption period. The Issuer may beexpected to redeem Notes when its cost of borrowing is lower than the interest rate onthe Notes. At those times, an investor generally would not be able to re-invest theredemption proceeds at an effective interest rate as high as the interest rate on theNotes being redeemed and may only be able to do so at a significantly lower rate.Potential investors should consider reinvestment risk in light of other investmentsavailable at that time.

Indexed Notes

The Issuer may issue Notes the terms of which provide for interest or principal payablein respect of such Note to be determined by reference to an index or formula, to changesin the prices of securities or commodities, to movements in currency exchange rates orother factors (each, a "Relevant Factor"). Potential investors should be aware that —

the market price of such Notes may be volatile;

no interest may be payable on such Notes, depending on the index to which suchNote may be linked;

o payments of principal or interest on such Notes may occur at a different time thanexpected;

o the amount of principal payable at redemption may be less than the nominalamount of such Notes or even zero;

• a Relevant Factor may be subject to significant fluctuations that may not correlatewith changes in interest rates, currencies or other indices;

o if a Relevant Factor is applied to Notes in conjunction with a multiplier greater thanone or contains some other leverage factor, the effect of changes in the RelevantFactor on principal or interest payable is likely to be magnified; and

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the timing of changes in a Relevant Factor may affect the actual yield to investors,even if the average level is consistent with their expectations. In general, theearlier the change in the Relevant Factor, the greater the effect on yield

Notes issued at a substantial discount or premium

The market values of Notes issued at a substantial discount or premium to their principalamount tend to fluctuate more in relation to general changes in interest rates than doprices for conventional securities. Generally, the longer the remainingterm of the Notes, the greater the price volatility as compared to conventional interest-bearing securities with comparable maturities.

Variable Rate Notes with a multiplier or other leverage factor

Notes with variable interest rates can be volatile investments. If they are structured toinclude multipliers or other leverage factors, or caps or floors, or any combination ofthose features or other similar related features, their market values may be even morevolatile than those for securities that do not include those features.

Fixed/Floating Rate Notes

Fixed/Floating Rate Notes may bear interest at a rate that the Issuer may elect toconvert from a fixed rate to a floating rate, or from a floating rate to a fixed rate. TheIssuer's ability to convert the interest rate will affect the secondary market and themarket value of such Notes since the Issuer may be expected to convert the rate when itis likely to produce a lower overall cost of borrowing. If the Issuer converts from a fixedrate to a floating rate, the spread on the Fixed/Floating Rate Notes may be lessfavourable than then prevailing spreads on comparable Floating Rate Notes tied to thesame reference rate. In addition, the new floating rate may at any time be lower thanthe rates on other Notes. If the Issuer converts from a floating rate to a fixed rate, thefixed rate may be lower than then prevailing rates on its Notes.

Notes where denominations involve integral multiples: Individual Certificates

In relation to any issue of Notes which have denominations consisting of a minimumSpecified Denomination plus one or more higher integral multiples of another smalleramount, it is possible that such Notes may be traded in amounts that are not integralmultiples of such minimum Specified Denomination. In such a case a holder who, as aresult of trading such amounts, holds an amount which is less than the minimumSpecified Denomination in his account with the relevant clearing system at the relevanttime may not receive an Individual Certificate in respect of such holding and would needto purchase a Principal Amount of Notes such that its holding amounts to a minimumSpecified Denomination.

If Individual Certificates are issued, holders should be aware that Individual Certificateswhich have a denomination that is not an integral multiple of the minimum SpecifiedDenomination may be illiquid and difficult to trade.

Risks related to Notes generally

Modification and waivers

The Terms and Conditions contain provisions for calling meetings of Noteholders toconsider matters affecting their interests generally. These provisions permit definedmajorities to bind all Noteholders including Noteholders who did not attend and vote atthe relevant meeting and Noteholders who voted in a manner contrary to the majority.

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Change of Daw

No assurance can be given as to the impact of any possible judicial decision or change toSouth African law or administrative practice after the date of this Programme.

LegaD investment considerations may restrict certain investments

The investment activities of certain investors are subject to legal investment laws andregulations, or review or regulation by certain authorities! Each potential investor shouDdconsult its legal advisors to determine whether and to what extent (1) Notes are legalinvestments for it, (2) Notes can be used as collateral for various types of borrowing and(3) other restrictions apply to its purchase or pDedge of any Notes. Financial institutionsshouDd consuDt their legal advisors or the appropriate regulators to determine theappropriate treatment of Notes under any appDicable risk-based capital or simiDar rules.

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FORM OF THE NOTES

Words used in this section headed "Form of the Notes' shall bear the same meanings asdefined in the section headed "Terms and Conditions of the Notes", except to the extentthat they are separately defined in this section or this is clearly inappropriate from thecontext.

Notes may be issued in registered form as specified in the Applicable PricingSupplement.

Interest Rate Market

Each Tranche of Notes may be listed on the Interest Rate Market of the JSE or asuccessor exchange to the JSE and/or the Relevant Financial Exchange as the Issuer andthe Dealer may select in relation to an issue and subject to any applicable laws.

Each Tranche of Notes listed on the Relevant Financial Exchange will be issued in

accordance with the Terms and Conditions set out below in this ProgrammeMemorandum and shall be issued in the form of registered Notes in accordance with theTerms and Conditions and represented by (i) Individual Certificates, or (U) no Certificate.Notes listed on the Interest Rate Market of the JSE may only be issued as UncertificatedNotes, Unlisted Notes may not be issued under the Programme.

Certificated Notes

Certificated Notes issued in definitive registered form shall be represented by anIndividual Certificate. Notes represented by an Individual Certificate will be registered inthe Register in the name of the individual Noteholder of such Notes. The Issuer shallregard the Register as the conclusive record of title to the Notes represented byIndividual Certificates. Certificated Notes represented by an Individual Certificate mayonly be transferred in accordance with Condition 15 of the Terms and Conditions.

Uncertificated Notes

Notes may be issued in uncertificated form in terms of section 33 of the FinancialMarkets Act. Uncertificated Notes will not be represented by any certificate or writteninstrument. Uncertificated Notes will be settled in accordance with Applicable Procedures.

Subject to applicable law, each Tranche of Notes listed on the Interest Rate Market ofthe JSE will be freely transferable and fully paid up in accordance with the Conditions.

Beneficial Interest

Beneficial Interests issued in uncertificated form may, in terms of existing law andpractice, be transferred through the Central Securities Depository by way of electronicbook entry in the securities accounts of the Central Securities Depository Participants inthe Central Securities Depository. A certificate or other document issued by a CentralSecurities Participant as to the nominal amount of such Beneficial Interest inUncertificated Notes standing to the account of any person shall be prima fade proof ofsuch Beneficial Interests.

Title to Uncertificated Notes will pass in accordance with the provisions of Condition 15 ofthe Terms and Conditions.


Beneficial Interests in Uncertificated Notes may be exchanged, without charge, by theIssuer, for Individual Certificates in accordance with the provisions of Condition 14 of theTerms and Conditions. Uncertificated Notes will be registered in the names of theregistered holders of such Notes (as reflected in the securities accounts of the CentralSecurities Depository or the relevant Central Securities Depository Participant) in theRegister of Noteholders maintained by or on behalf of the Issuer.

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SALIENT FEATURES OF THE GUARANTEE

Words used in this section headed "Salient Features of the Guarantee" shall bear thesame meanings as defined in the section headed "Terms and Conditions of the Notes",except to the extent that they are separately defined in this section or this is clearlyinappropriate from the context.

Set out below are the salient features of the Guarantee -

1 The Programme initially benefited from a guarantee issued by the Government ofSouth Africa ("Guarantor') to the Issuer on 29 June 2009, which guarantee wasreplaced by a further guarantee issued by the Guarantor on 4 April 2014.

2 The Guarantor has in terms of sections 66 and 70 of the Public FinanceManagement Act, 1999 (as amended) (the "PFMA") granted a further irrevocableguarantee (dated 22 September 2017) in respect of the Notes and other financialinstruments issued by the Issuer from time to time with varying maturities of up to25 years up to a maximum nominal amount of ZAR31,910,000,000,("Guarantee"). The Guarantor has no directors and the Guarantee has beenexecuted by the Minister of Finance and the Minister of Transport, as authorisedrepresentatives of the Guarantor. Noteholders holding not less than 66.67°/o, innominal amount, of the Notes in a Class in terms of Condition 202, have consentedin writing to accept the Guarantee.

3 The Guarantee provides that the Guarantor shall -

3.1 guarantee to each Noteholder and other creditors of SANRAL (as a principalobligation and not merely as suretyship), the due and punctual performanceby the Issuer of all sums from time to time payable by the Issuer in respect ofthe Notes and other financial instruments stated to benefit from the Guarantee("Guaranteed Instruments") as and when same become due and payable;and

3.2 undertake to pay to the Noteholders (or other creditors of SANRAL, as the casemay be) within 20 (twenty) Business Days of written demand delivered to theGuarantor in accordance with the provisions of the Guarantee, in the mannerand currency prescribed in the relevant Guaranteed Instruments for paymentby the Issuer, any and every sum or sums which the Issuer is at any timeliable to pay in respect of such Guaranteed Instruments and which the Issuerhas failed to pay.

4 The Guarantee thus provides that should the Issuer fail to pay any amount underthe Notes on its due date for payment, Noteholders shall be entitled to demandfrom the Guarantor, that amount which the Issuer has failed to pay by delivering awritten demand in accordance with the provisions set out above.

5 Noteholders should note that the Guarantee provides that recourse against theIssuer is limited on the basis and to the extent that the Noteholders shall not -

5.1 take any action or proceedings against the Issuer to recover any amounts dueand payable under a Guaranteed Instrument;

5.2 institute or join with any person in instituting, or vote in favour of any steps orlegal proceedings for the winding up, liquidation, de-registration, judicialmanagement of or any scheme of arrangement with creditors or any


compromise, or any related relief in respect of the Issuer, or for theappointment of a liquidator, judicial manager or similar office of the Issuer;and

5.3 set off or claim to set off any amounts owing by it under any agreement towhich it is a party against any liability owed to it by the Issuer unlessexpressly permitted in terms of such agreement.

6 Further, should the Issuer fail to pay any sum under this Programme Memorandum,the Noteholders shall not declare amounts payable hereunder to be forthwith dueand payable, unless the Noteholders have first demanded payment thereof inwriting from the Guarantor in accordance with the provisions of the Guarantee, andthe Guarantor has failed to pay such amount to the Noteholders within 20 (twenty)Business Days of receiving such written demand. Accordingly no breach under theNotes shall occur as a result of non-payment by the Issuer, unless same has beendemanded from the Guarantor, and the Guarantor has failed to pay within the timeperiod stipulated therefor.

7 The Guarantor is entitled, at any time during the duration of the Guarantee whetheror not in anticipation of a breach or Event of Default occurring or continuing, toeffect payment on behalf of the Issuer of any amounts due and payable under theNotes as and when they fall due. Noteholders shall be obliged to accept suchpayment as if it was made by the Issuer without declaring the Notes due andpayable.

8 The Guarantee will expire on 31 July 2035.

9 Amendments to the Guarantee may be affected by the Guarantor without theconsent of the Noteholders where the amendment is -

9.1 of a formal, minor or technical nature;

9,2 made to correct a manifest error;

9.3 made to comply with mandatory provisions of the law of the jurisdiction inwhich the Issuer is incorporated; or

9.4 not prejudicial to the rights and interests of the Noteholders.

10 Notwithstanding the aforementioned right of the Guarantor to amend, suchamendment shall be of no force or effect unless communicated to the Noteholdersin accordance with the provisions of the Guarantee.

11 Each Noteholder shall be entitled to require the Issuer to produce the original of theGuarantee on request. A copy of the Guarantee is annexed to this ProgrammeMemorandum as Annexure A.

12 The Guarantee is not conditional. The Guarantee may, prior to its expiration, onlybe cancelled or terminated with the prior written consent of the Noteholders andother SANRAL creditors who are secured as beneficiaries under the Guarantee.

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TERMS AND CONDITIONS OF THE NOTES

The following are the Terms and Conditions of the Notes to be issued by the Issuer.Notes will be issued in individual Tranches which, together with other Tranches, mayform a Series of Notes, Before the Issuer issues any Tranche of Notes, the Issuer shallcomplete and sign the Applicable Pricing Supplement(s), based on the pro formaApplicable Pricing Supplement(s) included in the Programme Memorandum, setting outdetails of such Notes. The Applicable Pricing Supplement in relation to any Tranche ofNotes may specify other terms and conditions which shaH, to the extent so specified orto the extent inconsistent with the following Terms and Conditions, replace or modify thefollowing Terms and Conditions for the purpose of such Tranche of Notes. The ApplicablePricing Supplement(s) will be attached to each Certificate (if any). AU references in thisProgramme Memorandum to any statute, regulation or other legislation will be areference to that statute, regulation or other legislation as amended, re-enacted orreplaced and substituted from time to time.

1 INTERPRETATION

In these Terms and Conditions, unless inconsistent with the context or separatelydefined in the Applicable Pricing Supplement(s), the following expressions shallhave the following meanings —

"Absa" Absa Bank Limited, acting through itsCorporate and Investment Banking division(Registration Number 1986/004794/06), a

public company with limited liabilityincorporated under the laws of South Africaand registered as a bank under the Banks Act,1990;

"Agency Agreement" the amended and restated agency agreementdated on or about 13 August 2018, andentered into between the Issuer, the TransferAgent, the Calculation Agent and the PayingAgent;

"Applicable Pricing the pricing supplement relating to each

Supplement" Tranche of Notes setting out the applicableterms and conditions and/or such other termsand conditions applicable to that Tranche ofNotes;

'Applicable Procedures' the rules and operating procedures for thetime being of the Central Securities Depositoryand the JSE and/or any other applicablefinancial exchange, as the case may be;

'Beneficial Interest" in respect of Uncertificated Notes, theundivided share of a co-owner ofUncertificated Notes held in the CentralSecurities Depository as provided in section 37of the Financial Markets Act;


"BESA Guarantee Fund Trust" the guarantee fund established and operatedby the JSE as a separate guarantee fund interms of the rules of the JSE, as required bysections 8(1)(h) and 17(2)(w) of the FinancialMarkets Act or any successor fund;

"Books Closed Period" the period, as specified in the ApplicablePricing Supplement(s), commencing after theLast Day to Register, during which transfer ofNotes wifl not be registered, or such shorterperiod as the Issuer may decide in order todetermine those Noteholders entitled toreceive interest;

"Business Day" a day (other than a Saturday or Sunday orpublic holiday within the meaning of the PublicHolidays Act, 1994) which is a day on whichcommercial banks settle ZAR payments inJohannesburg or any Additional BusinessCentre specified in the Applicable Pricing

save that if the ApplicablePricing Supplement(s) so provides, "BusinessDay" shall include a Saturday;

"Cakulation Agent" Absa, unless the Issuer elects to appoint, inrelation to a particular Tranche or Series ofNotes, another entity as Calculation Agent inaccordance with the Agency Agreement, inwhich event that other entity shall act as aCalculation Agent in respect of that Tranche orSeries of Notes, as indicated in the ApplicablePricing Supplement(s);

"Central Securities Strate Proprietary Limited (RegistrationDepository" Number 1998/022242/07), or its nominee or

any successor thereto, operating in terms ofthe Financial Markets Act, or any oralternate securities depository approved bythe Issuer;

"Central Securities Depository a person authorised by the Central SecuritiesParticipant" Depository as a participant in terms of

Section 31 of the Financial Markets Act;

"Certificate" an Individual Certificate;

"Certificated Note" a Note issued in registered form representedby an Individual Certificate;


"Class of Noteholders" the holders of a Series of Notes or, whereappropriate, the holders of different Series ofNotes;

"Commercial Paper the commercial paper regulations publishedRegulations" under Government Notice number 2172 in

Government Gazette No. 16167 of14 December 1994, and promulgatedpursuant to the Banks Act, 1990;

"Companies Act" the Companies Act, 2008 (as amended);

"Credit Rating Event" shall occur if at any time while any Notesremain Outstanding

(a) the Issuer ceases to be rated by a

Rating Agency; or

(b) the Notes which have been assigned arating by the Rating Agency ceases to berated by a Rating Agency;

"Dealer" Nedbank and any other additional Dealerappointed under the Programme from time totime, which appointment may be for a specificissue or on an ongoing basis, subject to theIssuer's right to terminate the appointment ofany Dealer and any other additional Dealerappointed under the Programme from time totime, which appointment may be for a specificissue or on an ongoing basis, subject to theIssuer's right to terminate the appointment ofany Dealer;

"Debt Sponsor" One Capital or any other entity appointed asdebt sponsor by the Issuer for the Programmefrom time to time;

"Early Redemption Amount" the amount at which the Notes will beredeemed by the Issuer pursuant to theprovisions of Condition 10.2 and/or Condition10.5 and/or Condition 10.6 and/or Condition13, as set out in Condition 10.7;

"Event of Default" an event of default by the Issuer as set out inCondition 13;

"Exchange Control the Exchange Control Regulations, 1961Regulations" promulgated in terms of section 9 of the

Currency and Exchanges Act, 1933;

"Extraordinary Resolution" (a) a resolution passed at a properlyconstituted meeting of Noteholders orNoteholders of the relevant Class ofNotes, as the case may be, by a

majority consisting of not less than66.67% of the value of the specific


Class of Notes or all Outstanding Notes,present in person or by proxy voting atsuch meeting upon a pofl or on a showof hands if a vote on a show of hands isdemanded; or

(b) a resolution passed other than at ameeting of the Noteholders orNoteholders of the relevant Class ofNotes, as the case may be, with thewritten consent of not less than66.67% of the value of all OutstandingNotes or the specific Class of Notes, asthe case may be;

Final Redemption Amount" the amount of principal specified in theApplicable Pricing Supplement(s) payable inrespect of each Note upon the RedemptionDate;

"Financial Markets Act" the Financial Markets Act, 19 of 2012;

"Fixed Interest Rate" the rate or rates of interest applicable to FixedRate Notes, as specified in the ApplicablePricing Supplement(s);

"Fixed Rate Notes" Notes which will bear interest at the FixedInterest Rate, as indicated in the ApplicablePricing Supplement(s);

"Floating Rate' has the meaning given to the expression inthe ISDA Definitions, as indicated in theApplicable Pricing Supplement(s);

"Floating Rate Notes" Notes which will bear interest as indicated inthe Applicable Pricing Supplement(s) andmore fully described in Condition 8.2;

"Guarantee" the guarantee dated 29 June 2009 executedby the Guarantor, as replaced by theguarantee executed by the Guarantor on orabout 4 April 2014, as further replaced by theguarantee executed by the Guarantor on orabout 22 September 2017, of which thesalient features are contained in thisProgramme Memorandum in the sectionheaded "Salient features of the Guarantee",as such guarantee may be amended,superseded and/or restated from time to time;

"Guarantor' The Government of the Republic of SouthAfrica;

"Implied Yield" the yield accruing on the Issue Price of ZeroCoupon Notes, as specified in the ApplicablePricing Supplement(s);


"Index Calculator such entity as appointed by the Issuer, inrelation to a particular Tranche or Series ofNotes, who shall be responsible for calculatingor administering a given Index;

"Indexed Interest Notes" Notes in respect of which the Interest Amountis calculated by reference to such index and/orformula as indicated in the Applicable PricingSupplement(s);

"Indexed Note" an Indexed Interest Note and/or an IndexedRedemption Amount Note, as applicable;

"Indexed Redemption Amount Notes in respect of which the FinalNotes" Redemption Amount is calculated by reference

to an index and/or a formula as indicated in•the Applicable Pricing Supplement(s);

"Individual Certificate" a Note in the definitive registered form of asingle Certificate and which may be exchangedfor a Beneficial Interest in Uncertificated Notesin accordance with Condition 14;

"Interest Amount" the amount of interest payable in respect ofeach Principal Amount of Fixed Rate Notes,Floating Rate Notes and Indexed Notes, asdetermined in accordance with Condition 8.1,8.2.6 and 8.4 respectively;

"Interest Commencement the first date from which interest on theDate" Notes, other than Zero Coupon Notes, will

accrue, as specified in the Applicable PricingSupplement(s);

"Interest Payment Date" the Interest Payment Date(s) specified in theApplicable Pricing Supplement(s) or if noexpress Interest Payment Date(s) is/arespecified in the Applicable PricingSupplement(s), each date which occurs after acertain period following the preceding InterestPayment Date (such period as specified in theApplicable Pricing Supplement(s)) or, in thecase of the first Interest Payment Date, afterthe Interest Commencement Date;

"Interest Period" the period(s) in respect of which interestaccrues on Notes other than Zero CouponNotes and falls due for payment on theapplicable Interest Payment Date;

"Interest Rate" the rate or rates of interest applicable to Notesother than Zero Coupon Notes and Fixed RateNotes, as indicated in the Applicable PricingSupplement(s);

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"ISDA" International Swaps and DerivativesAssociation, Inc.;

'ISDA Definitions the 2006 ISDA Definitions as published byISDA (as amended, supplemented, revised orrepublished from time to time);

"Issue Date" in relation to each Tranche of Notes, the datespecified as in the Applicable PricingSupplement, being the date on which theIssuer may issue Notes under the Programme;

'Issue Price" in relation to each Tranche of Notes, the pricespecified as such in the Applicable PricingSupplement;

"Issuer" The South African National Roads Agency SOCLimited (Registration Number1998/009584/30), a public company withlimited liability established and incorporatedunder The South African National RoadsAgency Limited and National Roads Act, 1998;

the JSE Limited (Registration Number2005/022939/06), a licensed financialexchange in terms of the Financial Markets Actor any exchange which operates as a

successor exchange to the JSE and anyreference to the JSE includes the Interest RateMarket of the JSE, the separate platform ofsuch market of the JSE designated as the"Interest Rate Market";

"JSE Debt Listings the debt listings requirements of the JSE fromRequirements" time to time, as published by the JSE;

'Last Day to Register" with respect to a particular Series of Notes (asreflected in the Applicable PricingSupplement(s)), the last date or datespreceding a Payment Day on which theTransfer Agent will accept Transfer Forms andrecord the transfer of Notes in the Register forthat particular Series of Notes and whereafterthe Register is closed for further transfers orentries until the Payment Day;

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"Listing Event" shall occur if at any time a Tranche of Noteslisted on the Interest Rate Market of the JSEor such other or further Relevant FinancialExchange, are not listed on the Interest RateMarket of the JSE or such other or furtherRelevant Financial Exchange for a period ofmore than 10 (ten) days, pursuant to whichthe Notes are de-listed and/or trading of theNotes on the Interest Rate Market of the JSEor such other or further Relevant FinancialExchange is suspended;

"Mixed Rate Notes" Notes which will bear interest over respectiveperiods at differing interest rates applicable toany combination of Fixed Rate Notesr FloatingRate Notes, Zero Coupon Notes or IndexedNotes, each as indicated in the ApplicablePricing Supplement(s) and as more fullydescribed in Condition 83;

"Moody's" Moody's Investors Services Limited;

"naca" nominal annual compounded annually;

"nacm" nominal annual compounded monthly;

"nacq" nominal annual compounded quarterly;

"nacs" nominal annual compounded semi-annually;

"Nedbank" Nedbank Limited, acting through its NedbankCorporate and Investment Banking division(Registration Number 1951/000009/06), a

public company with limited liabilityincorporated under the laws of South Africaand registered as a bank under the Banks Act,1990;

"Noteholders" the holders of Notes (as recorded in theRegister);

"Notes" the notes issued or to be issued by the Issuerunder the Programme and represented by aCertificate or issued in the form ofUncertificated Notes, as the case may be;

"One Capital" One Capital Sponsor Services (Proprietary)Limited (Registration Number2000/023249/07), a private company withlimited liability duly registered andincorporated in accordance with the laws ofSouth Africa;

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"Outstanding" in relation to the Notes, all the Notes issuedother than

(a) those which have been redeemed in full;

(b) those in respect of which the date forredemption in accordance with theTerms and Conditions has occurred andthe redemption moneys wherefor(including all interest (if any) accruedthereon to the date for such redemptionand any interest (if any) payable underthe Terms and Conditions after suchdate) remain available for paymentagainst presentation of Certificates;

(c) those which have been purchased andcancelled as provided in Condition 10;

(d) those which have become void underCondition 12;

(e) if applicable, Notes represented by thosemutilated or defaced Certificates whichhave been surrendered in exchange forreplacement Certificates pursuant toCondition 14;

(f) (for the purpose only of determininghow many Notes are Outstanding andwithout prejudice to their status for anyother purpose), if applicable, thoseNotes represented by Certificatesalleged to have been lost, stolen ordestroyed and in respect of whichreplacement Certificates have beenissued pursuant to Condition 14,

provided that for each of the followingpurposes, namely -

(i) the right to attend and vote at anymeeting of the Noteholders; and

(ii) the determination of how many andwhich Notes are for the time beingOutstanding for the purposes ofConditions 19 and 20,

all Notes (if any) which are for the time beingheld by the Issuer (subject to any applicablelaw) or by any person for the benefit of theIssuer and not cancelled (unless and untilceasing to be so held) shall be deemed not tobe Outstanding;


"Paying Agent Absa, unless the Issuer elects to appoint, inrelation to a particular Tranche or Series ofNotes, another entity as Paying Agent, inwhich event that other entity shall act as aPaying Agent in respect of that Tranche orSeries of Notes, as indicated in the ApplicablePricing Supplement(s);

"Payment Day" any day which is a Business Day and uponwhich a payment is due by the Issuer inrespect of any Notes;

"Principal Amount" the nominal amount of each Note specified inthe Applicable Pricing Supplement(s);

"Programme" the ZAR31,910,000,000 Domestic MediumTerm Note Programme under which the Issuermay from time to time issue Notes;

"Programme Agreement" the amended and restated programmeagreement dated on or about 13 August 2018and entered into between the Arranger, theDealer and the Issuer;

"Programme Memorandum" this amended and restated programmememorandum issued by the Issuer in respectof Notes to be issued under the Programmeproviding information about the Issuer, theNotes and incorporating the Terms andConditions, including any further amendmentsand/or supplements hereto from time to time;

"Redemption Date the date upon which the Notes are redeemedby the Issuer in accordance with theprovisions of Condition 10;

"Rating Agency" Moody's and/or such other rating agency asmay be appointed by the Issuer, from time totime;

"Register" the register maintained by the Transfer Agentin terms of Condition 16;

"Relevant Date" in respect of any payment relating to theNotes, the date on which such payment firstbecomes due, except that, in relation tomonies payable to the Central SecuritiesDepository in accordance with these Termsand Conditions, it means the first date onwhich - (i) the full amount of such monieshave been received by the Central SecuritiesDepository, (ii) such monies are available forpayment to the holders of Beneficial Interests,and (iii) notice to that effect has been dulygiven to such holders in accordance with theApplicable Procedures;


"Relevant Financial Exchange" the JSE and/or any such other financialexchange(s) on which the Notes may belisted;

"Representative" a person duly authorised to act on behalf of aNoteholder, who may be regarded by theIssuer, the Transfer Agent and the PayingAgent (acting in good faith) as being dulyauthorised based upon the tacit or expressrepresentation thereof by suchRepresentative, in the absence of expressnotice to the contrary from such Noteholder;

"SANRAL Act' The South African National Roads AgencyLimited and National Roads Act, 1998 (asamended);

"Series" a Tranche of Notes together with any furtherTranche or Tranches of Notes which are - (i)expressed to be consolidated and form a

single series; and (ii) identical in all respects(including as to listing) except for theirrespective Issue Dates, InterestCommencement Dates and/or Issue Prices and"holders of Notes of the relevant Series" andrelated expressions shall be construedaccordingly;

"Settlement Agent" a Central Securities Depository Participant,approved by the JSE or any other relevantfinancial exchange to perform electronicsettlement of both funds and scrip on behalf ofmarket participants;

"Terms and Conditions" the terms and conditions applicable to theNotes as incorporated in this section headed"Terms and Conditions of the Notes" and inaccordance with which the Notes will beissued;

"Toll Business" the business, undertakings, assets, liabilities,revenues and expenses of the Issuer relatingto Toll Roads and Toll Plazas;

"Toll Plaza" a "toll plaza" for purposes of the SANRAL Act;

"Toll Road" a "toll road" for purposes of the SANRAL Act;

"Tranche" in relation to any particular Series, all Noteswhich are identical in all respects (including asto listing) except for their respective IssueDates, Interest Commencement Date and/orIssue Prices and "holders of Notes of arelevant Tranche" and related expressionsshall be construed accordingly;

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45

"Transfer Agent't

'Transfer Form"

"Uncertificated Note"

Computershare Investor Services ProprietaryLimited (Registration Number2004/003647/07), unless the Issuer elects toappoint, in relation to a particular Tranche orSeries of Notes, another entity as TransferAgent in accordance with the AgencyAgreement, in which event that other entityshall act as Transfer Agent in respect of thatTranche or Series of Notes, as indicated in theApplicable Pricing Supplement(s);

the written form for the transfer of a

Certificated Note, in the form approved by theTransfer Agent, and signed by the transferorand transferee;

a Note issued in uncertificated form and inaccordance with section 33 of the FinancialMarkets Act, and as such, not represented byany Certificates or any other written documentor instrument and held in the CentralSecurities Depository;

"ZAR" the lawful currency of the Republic of SouthAfrica, being South African Rand, or anysuccessor currency;

"ZAR-JIBAR Rate"

"Zero Coupon Notes"

2 ISSUE

the mid-market rate for deposits in ZAR for aperiod of the Designated Maturity whichappears on the Reuters Screen SAFEY Page asat llhOO, Johannesburg time on the relevantdate, or any successor rate; and

Notes which will be offered and sold at a

discount to their Principal Amount or at parand will not bear interest other than in thecase of late payment.

2.1 Notes may at any time and from time to time bethe consent of the existing Noteholders, inProgramme. A Tranche of Notes may, togetherTranches, form a Series of Notes issued under the

issued by the Issuer, withoutTranches pursuant to thewith a further Tranche or

Programme

2.2 The Noteholders are, by virtue of their subscription for or purchases of theNotes, deemed to have notice of, and are entitled to the benefit of, and aresubject to, all the provisions of the Applicable Pricing Supplement(s) and theGuarantee.

2.3 The Applicable Pricing Supplement for each Tranche of Notes is (to the extentrelevant) incorporated herein for the purposes of those Notes and supplementsthese Terms and Conditions. The Applicable Pricing Supplement(s) may specifyother terms and conditions which shall, to the extent so specified or to theextent inconsistent with these Terms and Conditions, replace or modify theseTerms and Conditions for the purposes of those Notes.


2.4 The Notes are liabilities of the Issuer in relation to, and accordingly form partof, the Issuers Toll Business. Accordingly, all payments on or in respect of theNotes will only be made from funds available to the Issuer in respect of its TollBusiness and Noteholders will only have recourse to the Issuer's Toll Business.

2,5 Notes to be issued will be freely transferable and fully paid-up.

2.6 Capitalised expressions used in these Terms and Conditions and not hereindefined shall bear the meaning assigned to them in the Applicable PricingSupplement(s).

3 FORM AND DENOMINATION

3.1 General

31.1 Notes will be issued in such denominations as may be determined by theIssuer and as indicated in the Applicable Pricing Supplement(s).

3.1.2 All payments in relation to the Notes will be made in the SpecifiedCurrency.

3.1.3 Each Note may be a Fixed Rate Note, a Floating Rate Note, a ZeroCoupon Note, an Indexed Interest Note, an Indexed Redemption AmountNote, a or a combination of any of the aforegoing or such other types ofNotes as may be determined by the Issuer, as specified in the ApplicablePricing Supplement(s).

3,1.4 Listed Notes may be issued under the Programme. Unlisted Notes maynot be issued under the Programme.

3.2 Recourse to the BESA Guarantee Fund Trust

Claims against the JSE or the BESA Guarantee Fund Trust may only be madein respect of the trading of Notes listed on the Interest Rate Market of the JSEand in accordance with the rules of the BESA Guarantee Fund Trust.

3.3 Certificated Notes

Certificated Notes will be issued in definitive registered form and will berepresented by an Individual Certificate.

3.4 Uncertificated Notes

Uncertificated Notes will be issued in uncertificated form in terms of section 33of the Financial Markets Act and will not be represented by any certificate orwritten instrument. A Tranche of Notes issued in uncertificated form will beheld in the Central Securities Depository, and the holder of such Notes asreflected in the securities account of the Central Securities Depository and/orthe relevant Central Securities Depository Participant, will be named in theRegister as the registered Noteholder of that Tranche of Notes. An owner of aBeneficial Interest in Uncertificated Notes held in the Central SecuritiesDepository shall be entitled to exchange such Beneficial Interest for anIndividual Certificate in accordance with Condition 14.

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4 TITLE


Subject to the provisions set out below, title to Uncertuficated Notes will passupon registration of transfer in the Register in accordance with Condition 15.1.The Issuer, the Transfer Agent and the Paying Agent may deem and treat theregistered holder of any Uncertificated Note as the absolute owner thereof(whether or not overdue and notwithstanding any notice of ownership orwriting thereon or notice of any previous loss or theft thereof) for all purposesand shall not be bound to enter any trust in the Register or to take notice of orto accede to the execution of any trust (express, implied or constructive) towhich any Note may be subject.


4.2.1 Title to Uncertificated Registered Notes will pass upon registration oftransfer in the Register in accordance with Condition 15.3. The Issuer,the Transfer Agent and the Paying Agent may deem and treat theregistered holder thereof as the absolute owner thereof (whether or notoverdue and notwithstanding any notice of any previous loss or theftthereof) for all purposes and shall not be bound to enter any trust in theRegister or to take notice of or to accede to the execution of any trust(express, implied or constructive) to which any Note may be subject.

4.2.2 Beneficial Interests in Uncertificated Notes may, in terms of existing lawand practice, be transferred through the Central Securities Depository byway of book entry in the relevant securities accounts of the CentralSecurities Depository Participants. The transferee of such UncertificatedNotes, as reflected in the securities accounts of the Central SecuritiesDepository and/or the relevant Central Securities Depository Participant,will be reflected in the Register as the noteholder in respect of suchUncertificated Notes transferred.

4.2.3 Any reference in this Programme Memorandum to the relevant CentralSecurities Depository Participants shall, in respect of Beneficial Interests,be a reference to the Central Securities Depository Participant appointedto act as such by a holder of such Beneficial Interest.

5 STATUS OF NOTES

Notes are direct, unconditional, unsubordinated and unsecured (but guaranteed)obligations of the Issuer and rank pan passu among themselves and, subject toCondition 7 and save for certain debts required to be preferred by law, rank equallywith all other present and future unsecured (but guaranteed) and unsubordinatedobligations of the Issuer relating to its Toll Business from time to time owing.

6 GUARANTEE

6,1 In accordance with the terms of the Guarantee, the payment obligations of theIssuer under the Notes are guaranteed by the Guarantor on the terms andconditions as contained in the Guarantee, the salient features of which aredescribed in the section entitled Salient Features of the Guarantee.

6.2 The Issuer undertakes in favour of the Noteholders not to issue Notes underthe Programme having a Principal Amount, together with accrued but unpaidinterest, which when considered with all other Guaranteed Instruments owing

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by the Issuer at such time, exceeds the maximum amount available to beclaimed at any time under the Guarantee.

7 NEGATIVE PLEDGE

After the date of this Programme Memorandum and for so long as any of the Notesremain Outstanding, the Issuer undertakes not to (i) create or permit the creationof, any Encumbrance (as defined below) other than a Permitted Encumbrance (asdefined below) over any Material Part (as defined below) of its Toll Business tosecure any present or future Indebtedness (as defined below) (save for those thathave been accorded preferential rights by law) without at the same time securingall Notes equally and rateably with such Indebtedness or providing such othersecurity as may be approved by Extraordinary Resolution of the holders of theNotes, unless the provision of any such security is waived by an ExtraordinaryResolution of the holders of those Notes, or (U) make any Dispos& (as definedbelow) of any Material Part (as defined below) of its Toll Business other thanpursuant to or under a Permitted Disposal (as defined below).

For the purposes of this Condition 7 -

(a) Disposal means any sale, transfer, disposal or alienation of any MaterialPart of the Issuer's Toll Business and "Dispose" shall have a correspondingmeaning;

(b) "Encumbrance" means any mortgage, pledge, hypothecation, assignment,cession-in-securitatem debiti, deposit by way of security or any otheragreement or arrangement (whether conditional or not and whether relatingto existing or to future assets), having the effect of providing a real (asopposed to a personal) right of security in respect of or over a Material Partof the Issuer's Toll Business to a creditor or any agreement or arrangementto give any such form of security to a creditor;

(c) Part" in relation to the Issuer's Toll Business means the whole orthe greater part of the assets in the Issuer's Toll business acquired orestablished after the date of the establishment of the Programme on 30 July2009, including all Toll Roads and Toll Plazas comprised in the proposedGauteng Freeway Improvement Scheme, but excluding all Toll Roads andToll Plazas existing as at the date of this Programme Memorandum;

(d) "Permitted Disposal" means -

(i) any Disposal by the Issuer of any asset in the Issuer's Toll Business(or part of such asset) on arms' length market related terms andconditions; or

(ii) any current or future concession granted by the Issuer over anyasset in the Issuer's ToO Business (or part of such asset) on arms'length market related terms and conditions;

(e) "Permitted Encumbrance" means -

(i) any Encumbrance existing as at the date of any Applicable PricingSupplement(s); or

(U) any Encumbrance with respect to receivables of the Issuer's TollBusiness which is created pursuant to any securitisation or likearrangement in accordance with normal market practice in relation to


any part of the Issuer's Toll Business and whereby the Indebtednessis limited to the value of such receivables; or

(iii) any Encumbrance created over any asset owned, acquired,developed or constructed by the Issuer, being an Encumbrancecreated for the sole purpose of financing or refinancing that assetowned, acquired, developed or constructed, provided that theIndebtedness so secured shall not exceed the bona fide market valueof such asset or the cost of that acquisition, development orconstruction (including all interest and other finance charges,adjustments due to changes in circumstances and other chargesreasonably incidental to such cost, whether contingent or otherwise)and where such market value or costs both apply, the higher of thetwo; or

(iv) any Encumbrance over deposit accounts securing a loan to the Issuerof funds equal to the amounts standing to the credit of such depositaccounts; or

(v) any Encumbrance created in the ordinary course of the Issuer'sbusiness; or

(vi) any current or future concession granted by the Issuer over anyasset in the Issuer's Toll Business (or part of such asset) on arms'length market related terms and conditions; or

(vU) the financing or refinancing of any asset owned, acquired, developedor constructed by way of any project finance transaction or a similararrangement; and

(f) "Indebtedness" means any indebtedness of the Issuer in respect of its TollBusiness for monies borrowed and (without double counting) guarantees(other than those given in the ordinary course of business) given, whetherpresent or future, actual or contingent.

The Issuer shall be entitled but not obliged to form, or procure the formation of, atrust or trusts or appoint, or procure the appointment of, an agent or agents to holdany such rights of security for the benefit or on behalf of such Noteholders.

8 INTEREST

8.1 Interest on Fixed Rate Notes

Except if otherwise specified in the Applicable Pricing Supplement(s), intereston Fixed Rate Notes will be paid on a six-monthly basis, on the InterestPayment Dates.

Each Fixed Rate Note bears interest on its Principal Amount from (andincluding) the Interest Commencement Date to (but excluding) theRedemption Date at the rate(s) per annum equal to the Fixed Interest Rate(s).Such interest shall fall due for payment in arrears on the Interest PaymentDate(s) in each year and on the date of early redemption in accordance withCondition 10 or the Redemption Date, as the case may be, if either such datedoes not fall on an Interest Payment Date. The first payment of interest will bemade on the Interest Payment Date next following the InterestCommencement Date.

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Unless otherwise specified, the interest in respect of any six-monthly periodshall be calculated by dividing the Fixed Interest Rate by two and multiplyingthe product by the Principal Amount, provided that -

(a) if an Initial Broken Amount is specified in the Applicable PricingSupplement(s), then the first Interest Amount shall equal the InitialBroken Amount specified in the Applicable Pricing Supplement(s); and

(b) if a Final Broken Amount is specified in the Applicable PricingSupplement(s), then the final Interest Amount shall equal the FinalBroken Amount.

Save as provided in the preceding paragraphs, if interest is required to becalculated for a period of other than one year (in the case of annual interestpayments) or other than six months (in the case of semi-annual interestpayments), as the case may be, such interest shall be calculated on the basisof the actual number of days in such period divided by 365.

8.2 Interest on Floating Rate Notes

8,2.1 Interest Payment Dates

Each Floating Rate Note bears interest on its Principal Amount from (andincluding) the Interest Commencement Date to (but excluding theRedemption Date) at the rate equal to the Interest Rate. Such interestshall fall due for payment in arrears on the Interest Payment Date(s) ineach year and on the date of early redemption in accordance withCondition 10 or the Redemption Date, as the case may be, if either suchdate does not fall on an Interest Payment Date. The first payment ofinterest will be made on the Interest Payment Date next following theInterest Commencement Date.

8.2.2 Interest Pate

The Interest Rate payable from time to time in respect of the FloatingRate Notes will be determined -

(a) on the basis of ISDA Determination; or

(b) on the basis of Screen Rate Determination; or

(c) on such other basis as may be determined by the Issuer,

all as indicated in the Applicable Pricing Supplement(s).

8.2.3 ISDA Determination

Where ISDA Determination is specified in the Applicable PricingSupplement(s) as the manner in which the Interest Rate is to bedetermined, the Interest Rate for each Interest Period will be the relevantISDA Rate (as defined below) plus or minus (as indicated in theApplicable Pricing Supplement(s)) the Margin (if any).

For the purposes of this Condition 8.2.3 -

"ISDA Rate' for an Interest Period means a rate equal to the FloatingRate that would be determined by such Transfer Agent as is specified in

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the Applicable Pricing Supplement(s) under a notional interest rate swaptransaction if that Transfer Agent were acting as Calculation Agent forthat swap transaction under the terms of an agreement incorporating theISDA Definitions and under which -

(a) the Floating Rate Option is as specified in the Applicable PricingSupplement(s);

(b) the Designated Maturity is the period specified in the ApplicablePricing Supplement(s); and

(c) the relevant Reset Date is either (i) if the applicable FloatingRate Option is based on the ZAR-JIBAR Rate on the first day ofthat Interest Period; or (ii) in any other case, as specified in theApplicable Pricing Supplement(s).

"floating Rate", 'floating Rate Option", "Designated Maturity" and"Reset Date" have the meanings given to those expressions in the ISDADefinitions.

When this Condition 8.2.3 applies, in respect of each Interest Period suchagent as is specified in the Applicable Pricing Supplement(s) will bedeemed to have discharged its obligations under Condition 8,2.6 inrespect of the determination of the Interest Rate if it has determined theInterest Rate in respect of such Interest Period in the manner provided inthis Condition 8.2.3.

8.2.4 Screen Pate Determination

Where Screen Rate Determination is specified in the Applicable PricingSupplement(s) as the manner in which the Interest Rate is to bedetermined, the Interest Rate for each Interest Period will, subject asprovided below, be either -

(a) the offered quotation (if there is only one quotation on theRelevant Screen Page); or

(b) the arithmetic mean (rounded if necessary to the fifth decimalplace, with 0.000005 being rounded upwards) of the offeredquotations,

for the Reference Rate(s) which appears or appear as the case may be,on the Relevant Screen Page as at llhOO (Johannesburg time) on theInterest Determination Date in question, plus or minus (as indicated inthe Applicable Pricing Supplement(s)) the Margin (if any), all asdetermined by the Calculation Agent. If five or more such offeredquotations are available on the Relevant Screen Page the highest (or, ifthere is more than one such highest quotation, one only of suchquotations) and the lowest (or, if there is more than one such lowestquotation, one only of such quotations) shall be disregarded by suchagent for the purpose of determining the arithmetic mean (rounded asprovided above) of such offered quotations.

If the Relevant Screen Page is not available or if, in the case of (a) abovein this Condition 8.2.4, no such offered quotation appears or, in the caseof (b) above in this Condition 8.2.4, fewer than three such offeredquotations appear, in each case at the time specified in the preceding

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paragraph, the Calculation Agent shall request the principal Johannesburgoffice of each of the Reference Banks (as defined below) to provide theCalculation Agent with its offered quotation (expressed as a percentagerate per annum) for the Reference Rate at approximately llhOO(Johannesburg time) on the Interest Determination Date in question. Iftwo or more of the Reference Banks provide the Calculation Agent withsuch offered quotations, the Interest Rate for such Interest Period shallbe the arithmetic mean (rounded if necessary to the fifth decimal placewith 0.000005 being rounded upwards) of such offered quotations plus orminus (as appropriate) the Margin (if any), all as determined by theCalculation Agent.

If the Interest Rate cannot be determined by applying the provisions ofthe preceding paragraphs of this Condition 8.2.4, the Interest Rate forthe relevant Interest Period shall be the rate per annum which theCalculation Agent determines as being the arithmetic mean (rounded ifnecessary to the fifth decimal place, with 0.000005 being roundedupwards) of the rates, as communicated to (and at the request of) theCalculation Agent by the Reference Banks or any two or more of them, atwhich such banks offered, at approximately llhOO (Johannesburg time)on the relevant Interest Determination Date, in respect of deposits in anamount approximately equal to the Principal Amount of the Notes of therelevant Series, for a period equal to that which would have been usedfor the Reference Rate, to Reference Banks in the Johannesburg inter-bank market plus or minus (as appropriate) the Margin (if any). If fewerthan two of the Reference Banks provide the Calculation Agent with suchoffered rates, the Interest Rate for the relevant Interest Period will bedetermined by the Calculation Agent as the arithmetic mean (rounded asprovided above) of the rates for deposits in an amount approximatelyequal to the Principal Amount of the Notes of the relevant Series, for aperiod equal to that which would have been used for the Reference Rate,quoted at approximately llhOO (Johannesburg time) on the relevantInterest Determination Date, by four leading banks in Johannesburg(selected by the Calculation Agent and approved by the Issuer) plus orminus (as appropriate) the Margin (if any). If the Interest Rate cannot bedetermined in accordance with the foregoing provisions of this paragraph,the Interest Rate shall be determined as at the last preceding InterestDetermination Date (though substituting, where a different Margin is tobe applied to the relevant Interest Period from that which applied to thelast preceding Interest Period, the Margin relating to the relevant InterestPeriod, in place of the Margin relating to that last preceding InterestPeriod).

If the Reference Rate from time to time in respect of Floating Rate Notesis specified in the Applicable Pricing Supplement(s) as being other thanthe ZAR-JIBAR Rate, the Interest Rate in respect of such Notes will bedetermined, in the manner provided above, or as may be provided in theApplicable Pricing Supplement(s).

"Reference Banks" means for the purposes of this Condition 8.2.4 fourleading banks in the South African inter-bank market selected by theCalculation Agent and approved by the Issuer.

8.2.5 Minimum and/or Maximum Interest Pate

If the Applicable Pricing Supplement(s) specifies a Minimum Interest Ratefor any Interest Period, then the Interest Rate for such Interest Period

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shall in no event be less than such Minimum Interest Rate and/or if itspecifies a Maximum Interest Rate for any Interest Period, then theInterest Rate for such Interest Period shall in no event be greater thansuch Maximum Interest Rate.

82.6 Determination of Interest Rate and calculation of Interest Amount

The Calculation Agent will, in the case of Floating Rate Notes, at or assoon as practical after each time at which the Interest Rate is to bedetermined, determine the Interest Rate and calculate the InterestAmount for the relevant Interest Period, Unless stated otherwise in theApplicable Pricing Supplement(s), each Interest Amount shall becalculated by multiplying the Interest Rate by the Principal Amount, thenmultiplying the product by the applicable Day Count Fraction androunding the resultant product to the nearest smallest denomination ofthe Specified Currency, half of any such denomination being roundedupwards.

"Day Count Fraction means in respect of the calculation of the InterestAmount for any Interest Period -

(a) if "Actual/365", "Act/365", "Actual/Actual" or "Act/Act" isspecified in the Applicable Pricing Supplement(s), the actualnumber of days in the Interest Period in respect of which paymentis being made divided by 365 (or, if any portion of that InterestPeriod falls in a leap year, the sum of (i) the actual number ofdays in that portion of the Interest Period falling in a leap yeardivided by 365 and (ii) the actual number of days in that portionof the Interest Period falling in a non-leap year divided by 365); or

(b) if "Actual/365 (Fixed)", "Act/365 (Fixed)", "A/365 (Fixed)"or "A/365F" is specified in the Applicable Pricing Supplement(s),the actual number of days in the Interest Period in respect ofwhich payment is being made divided by 365; or

(c) if "Actual/360", "Act/360" or "A/360" is specified in theApplicable Pricing Supplement(s), the actual number of days in theInterest Period in respect of which payment is being made dividedby 360; or

(d) if "30/360", "360/360" or "Bond Basis" is specified in theApplicable Pricing Supplement(s), the number of days in theInterest Period in respect of which payment is being made dividedby 360 (the number of days to be calculated on the basis of a yearof 360 days with 12 30-day months (unless (i) the last day of theInterest Period is the 31st day of a month but the first day of theInterest Period is a day other than the 30th or 31st day of amonth, in which case the month that includes that last day shallnot be considered to be shortened to a 30-day month or (U) thatlast day of the Interest Period is the last day of the month ofFebruary, in which case the month of February shall not beconsidered to be lengthened to a 30-day month); or

(e) such other calculation method as is specified in the ApplicablePricing Supplement(s).

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82.7 Notification of Interest Rate arid Interest Amount

The Calculation Agent (or such other agent as is specified in theApplicable Pricing Supplement(s)) will cause the Interest Rate and eachInterest Amount for each Interest Period and the relevant InterestPayment Date to be notified to the Issuer, the Paying Agent, the TransferAgent, the Noteholders, any financial exchange on which the relevantFloating Rate Notes are for the time being listed (if applicable) and theCentral Securities Depository, including through the publication on SENS,as soon as possible after their determination but not later than the thirdBusiness Day prior to the Interest Payment Date. Each Interest Amountand Interest Payment Date so notified may subsequently be amended (orappropriate alternative arrangements made by way of adjustment) in theevent of an extension or shortening of the Interest Period. Any suchamendment will be promptly notified to the Issuer, the Transfer Agent,the Paying Agent, the Noteholders, each financial exchange on which therelevant Floating Rate Notes are for the time being listed (if applicable)and the Central Securities Depository.

8.2.8 Certificates to be Final

All certificates, communications, opinions, determinations, calculations,quotations and decisions given, expressed, made or obtained for thepurposes of the provisions of this Condition 8.2 by the Calculation Agentshall, in the absence of wilful deceit, bad faith, manifest error or disputeas set out hereunder, be binding on the Issuer, the Transfer Agent, theCalculation Agent, the Paying Agent and all Noteholders, and no liabilityto the Issuer or the Noteholders shall attach to the Transfer Agent, theCalculation Agent or the Paying Agent (as the case may be) in connectionwith the exercise or non-exercise by it of its powers, duties anddiscretions pursuant to such provisions. Where the Issuer acts as theCalculation Agent and in the event that Noteholders holding not less than25% in aggregate of the Principal Amount of the Notes for the time beingOutstanding, deliver to the Issuer a written notice of objection to anydetermination made by the Issuer within five Business Days ofnotification of the Interest Rate and Interest Amount in accordance withCondition 8.2.7, such determination shall not be regarded as final andupon such notification, the Issuer shall request the chief executive officerfor the time being of the Relevant Financial Exchange to appoint anindependent third party to make such determination. Such independentthird party shall make such determination promptly as an expert and notas an arbitrator and their determination, in the absence of wilful deceit,bad faith or manifest error, shall be binding on the Issuer and allNoteholders, and no liability to the Issuer or the Noteholders shall attachto such third party in connection with the exercise or non-exercise bythem of their powers, duties and discretions pursuant to such provisions.The costs of procuring and effecting such determination shall be borne bythe Issuer in the event that the determination of such third party differsfrom that of the Issuer as Calculation Agent and shall be borne by theNoteholders disputing such determination by the Issuer in the event thatthe determination of such third party confirms that of the Issuer asCalculation Agent.

8.3 Interest on Mixed Rate Notes

The interest rate payable from time to time on Mixed Rate Notes shall be theinterest rate payable in any combination of Fixed Rate Notes, Floating Rate

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Notes, Zero Coupon Notes or Indexed Notes for respective periods, each asspecified in the Applicable Pricing Supplement(s). During each such applicableperiod, the interest rate on the Mixed Rate Notes shall be determined and falldue for payment on the basis that such Mixed Rate Notes are Fixed RateNotes, Floating Rate Notes, Zero Coupon Notes or Indexed Notes, as the casemay be.

8,4 Interest on Indexed Notes

In the case of Indexed Notes, if the Interest Rate or Final Redemption Amountfails to be determined by reference to an index and/or a formula, such rate oramount payable shall be determined in the manner specified in the ApplicablePricing Supplement(s). Any interest payable shall fall due for payment on theInterest Payment Date(s).

8.5 Accrual of Interest

Each Note (or in the case of the redemption of part only of a Note, that partonly of such Note) will cease to bear interest (if any) from the date of itsredemption unless, upon due presentation thereof, payment of principal is

improperly withheld or refused. In such event, interest will accrue at theSAFEX Overnight Deposit Rate (to be found on the Reuters Screen SAFEY pageas at llhOO (Johannesburg time) on the presentation date, or any successorrate) until whichever is the earlier of -

(a) the date on which all amounts due in respect of such Note have beenpaid; and

(b) the date on which the full amount of the moneys payable has beenreceived by the Paying Agent and notice to that effect has been givento Noteholders in accordance with Condition 18.

In the event that the SAFEX Overnight Deposit Rate is not ascertainable fromthe relevant screen page at the time contemplated above, the CalculationAgent shall follow the procedure contemplated in Condition 8,2.4 to ascertain arate.

8.6 Business Day Convention

If any Interest Payment Date (or other date) which is specified in theApplicable Pricing Supplement(s) to be subject to adjustment in accordancewith a Business Day Convention would otherwise fall on a day which is not aBusiness Day, then, if the Business Day Convention specified is -

(a) the "Floating Rate Business Day Convention", such InterestPayment Date (or other date) shall in any case where InterestPeriods are specified in accordance with Condition 8.2.5, bepostponed to the next day which is a Business Day unless it wouldthereby fall into the next calendar month, in which event - (i) suchInterest Payment Date (or other date) shall be brought forward tothe first preceding Business Day; and (H) each subsequent InterestPayment Date (or other date) shall be the last Business Day in themonth which falls the number of months or other period specified asthe Interest Period in the Applicable Pricing Supplement(s) after thepreceding applicable Interest Payment Date (or other date) hasoccurred; or

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(b) the "Following Business Day Convention", such Interest PaymentDate (or other date) shall be postponed to the next day which is aBusiness Day; or

(c) the "Modified Following Business Day Convention", suchInterest Payment Date (or other date) shall be postponed to the nextday which is a Business Day unless it would thereby fall into the nextcalendar month, in which event such Interest Payment Date (or othersuch date) shall be brought forward to the first preceding BusinessDay; or

(d) the "Preceding Business Day Convention", such Interest PaymentDate (or other date) shall be brought forward to the first precedingBusiness Day.

9 PAYMENTS

9.1 General

Payments of principal and/or interest in respect of Uncertificated Notes will bemade to the Central Securities Depository and/or the Central SecuritiesDepository Participant or such other registered holder of the UncertificatedNotes, as the case may be, as shown in the Register on the Last Day toRegister, and the Issuer will be discharged of its relevant payment obligationsby proper payment to the Central Securities Depository and/or the CentralSecurities Depository Participant or such other registered holder of theUncertificated Notes, as the case may be, in respect of each amount so paid.Each of the persons shown in the records of the Central Securities Depositoryand the Central Securities Depository Participant, as the case may be, shalllook solely to the Central Securities Depository or the Central SecuritiesDepository Participant, as the case may be, for his/her share of each paymentso made by the Issuer to the registered holder of such Uncertificated Notes.

Payments of principal and/or interest in respect of holders of IndividualCertificates shall be made to the registered holder of such Note, as set forth inthe Register on the close of business on the Last Day to Register. In additionto the above, in the case of a final redemption payment, the holder of theIndividual Certificate shall be required, on or before the Last Day to Registerwhich is immediately prior to the Redemption Date, to surrender suchIndividual Certificate at the offices of the Transfer Agent.

9.2 Method of Payment

Payments of interest and principal will be made in the Specified Currency byelectronic funds transfer.

If the Issuer is prevented or restricted directly or indirectly from making anypayment by electronic funds transfer in accordance with the precedingparagraph (whether by reason of strike, lockout, fire, explosion, floods, riot,war, accident, act of God, embargo, legislation, shortage of or breakdown infacilities, civil commotion, unrest or disturbances, cessation of labour,Government interference or control or any other cause or contingency beyondthe control of the Issuer), the Issuer shall make such payment by cheque (orby such number of cheques as may be required in accordance with applicablebanking law and practice) to make payment of any such amounts. Suchpayments by cheque shall be sent by post to -


(a) the address of the Noteholder, as set forth in the Register; or

(b) in the case of joint Noteholders, the address set forth in the Register ofthat one of them who is first named in the Register in respect of thatNote.

Each such cheque shall be made payable to the relevant Noteholder or, in thecase of joint Noteholders, the first one of them named in the Register.Cheques may be posted by ordinary post, provided that neither the Issuer northe Paying Agent shall be responsible for any oss in transmission and thepostal authorities shall be deemed to be the agent of the Noteholders for thepurposes of all cheques posted in terms of this Condition 92.

In the case of joint Noteholders, payment by electronic funds transfer will bemade to the account of the Noteholder first named in the Register. Payment byelectronic transfer to the Noteholder first named in the Register shall dischargethe Issuer of its relevant payment obligations under the Notes.

Payments will be subject in all cases to any taxation or other laws, directivesand regulations applicable thereto in the place of payment, but withoutprejudice to the provisions of Condition 11.

9.3 Surrender of Certificates

No payment in respect of the final redemption of Certificated Notes shall bemade until 10 days after the date on which the Certificate in respect of suchNotes to be redeemed has been surrendered to the Paying Agent.

No payment in respect of the final redemption of a Certificated Note shall bemade until the later of -

(a) the Relevant Date; and

(b) the date on which the Certificate in respect of the Note to beredeemed has been surrendered to the Paying Agent.

Upon final redemption as aforesaid, all unmatured interest relating toCertificated Notes (whether or not surrendered with the relevant Certificate)shall become void and no payment shall be made thereafter in respect ofthem.

Documents required to be presented and/or surrendered to the Paying Agentin accordance with these Terms and Conditions shall be so presented and/orsurrendered at the office of the Paying Agent specified in the Applicable PricingSupplement(s).

Holders of Uncertificated Notes shall not be required to present and/orsurrender any documents of title to the Paying Agent, however, they may berequired to present such other documentation as the Central SecuritiesDepository Participant or Paying Agent (to the extent that the CentralSecurities Depository Participant is not the Paying Agent in terms of theApplicable Pricing Supplement(s)) may prescribe under its then prevailingrules.


9.4 Payment Day

If the date for payment of any amount in respect of any Note is not a BusinessDay —

94.1 if a Business Day Convention is specified in the Applicable PricingSupplement, such date for payment shall be adjusted according to suchBusiness Day Convention and the holder thereof shall not be entitled tofurther interest or other payments in respect of such delay; and

9.4.2 is not subject to adjustment in accordance with a Business DayConvention, the holder thereof shall not be entitled to payment until thenext following Payment Day in the relevant place for payment and shallnot be entitled to further interest or other payment in respect of suchdelay.

9.5 Interpretation of principal and interest

Any reference in these Terms and Conditions to principal in respect of theNotes shall be deemed to include, as applicable

(a) any additional amounts which may be payable with respect toprincipal under Condition 11;

(b) the Final Redemption Amount of the Notes or the Early RedemptionAmount of the Notes, as the case may be;

(c) the Optional Redemption Amount(s) (if any) of the Notes;

(d) in relation to Zero Coupon Notes, the Amortised Face Amount (asdefined under Condition 10.7); and

(e) any premium and any other amounts which may be payable under orin respect of the Notes, but excluding for the avoidance of doubt,interest.

Any reference in these Terms and Conditions to interest in respect of the Notesshall be deemed to include, as applicable, any additional amounts which maybe payable with respect to interest under Condition 11.

10 REDEMPTION AND PURCHASE

10.1 At maturity

Unless previously redeemed or purchased and cancelled as specified below,each Note will be redeemed in the Specified Currency by the Issuer at its FinalRedemption Amount specified in, or determined in the manner specified in, theApplicable Pricing Supplement(s) on the Redemption Date.

10.2 Redemption for tax reasons

Notes may be redeemed at the option of the Issuer in whole, but not in part,at any time (in the case of Notes other than Floating Rate Notes or IndexedNotes or Mixed Rate Notes having an interest rate then determined on afloating or indexed basis) or on any Interest Payment Date (in the case ofFloating Rate Notes or Indexed Notes or Mixed Rate Notes having an interestrate then determined on a floating or indexed basis), on giving not less than


30 nor more than 60 days' notice to the Noteholders in accordance withCondition 18 (which notice shall be irrevocable), if the Issuer is of thereasonable opinion that -

(a) on the occasion of the next payment due under the Notes, the Issuerhas or will become obliged to pay additional amounts as provided foror referred to in Condition 11 as a result of any change in oramendment to, the aws or regulations of the country of domicile (orresidence for tax reasons) of the Issuer or any political subdivision orany authority thereof or therein having power to tax, or any changein the application or official interpretation of such laws or regulations,which change or amendment becomes effective on or after the IssueDate; and

(b) such obligation cannot be avoided by the Issuer taking reasonablemeasures available to it,

provided that no such notice of redemption shall be given earlier than 90 daysprior to the earliest date on which the Issuer would be obliged to pay suchadditional amounts were a payment in respect of the Notes then due. On thedate of publication of any notice of redemption pursuant to thisCondition 10.2, the Issuer shall deliver to the Transfer Agent and the PayingAgent at their registered offices, for inspection by any holder of Notes soredeemed, a certificate signed by two authorised signatories of the Issuerstating that the Issuer is entitled to effect such redemption and setting forth astatement of facts showing that the conditions precedent to the right of theIssuer so to redeem have occurred, and an opinion of independent legaladvisors of recognised standing to the effect that the Issuer has or will becomeobliged to pay such additional amounts as a result of such change oramendment.

Notes redeemed for tax reasons pursuant to this Condition 10.2 will beredeemed at their Early Redemption Amount referred to in Condition 10.7,together (if appropriate) with interest accrued to (but excluding) the date ofredemption.

10.3 Redemption at the option of the Issuer

If the Issuer is specified in the Applicable Pricing Supplement(s) as having anoption to redeem, the Issuer shall be entitled, having given -

(a) the required notice set out in the Applicable Pricing Supplement(s) tothe Noteholders in accordance with Condition 18; and

(b) not ess than seven days before giving the notice referred to in (a)above, notice to the Transfer Agent,

(both of which notices shall be irrevocable) to redeem all or some of the Notesthen Outstanding on the Optional Redemption Date(s) and at the OptionalRedemption Amount(s) specified in, or determined in the manner specified in,the Applicable Pricing Supplement(s) together, if appropriate, with interestaccrued to (but excluding) the Optional Redemption Date(s).

Any such redemption amount must be of a nominal amount equal to or greaterthan the Minimum Redemption Amount or equal to or less than a HigherRedemption Amount, both as indicated in the Applicable Pricing

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Supplement(s). In the case of a partial redemption of Notes, the Notes to beredeemed ("Redeemable Notes") will be selected -

(a) in the case of Redeemable Notes represented by IndividualCertificates individually by lot;

(b) in the case of Redeemable Notes represented by UncertificatedNotes, in accordance with the Applicable Procedures,

and in each such case not more than 30 days prior to the date fixed forredemption (such date of selection being hereinafter called the "SelectionDate").

A list of the serial numbers of the Certificates representing Certificated Noteswill be published in accordance with Condition 18 not less than 15 days priorto the date fixed for redemption.

No exchange of Beneficial Interests in Notes issued in the form ofUncertificated Notes for Individual Certificates will be permitted during theperiod from and including the Selection Date to and including the date fixed forredemption pursuant to this Condition 10.3 and notice to that effect shall begiven by the Issuer to the Noteholders in the notice to Noteholderscontemplated in paragraph (a) above.

Holders of Redeemable Notes shall surrender the Certificates (if applicable),representing the Notes in accordance with the provisions of the notice given tothem by the Issuer as contemplated above. Where only a portion of the Notesrepresented by such Certificates are redeemed, the Transfer Agent shalldeliver new Certificates to such Noteholders in respect of the balance of theNotes.

10.4 Redemption at the option of Noteholders

If Noteholders are specified in the Applicable Pricing Supplement(s) as havingan option to redeem any Notes, such Noteholders may redeem the Notesrepresented by an Individual Certificate, by delivering to the Issuer and theTransfer Agent in accordance with Condition 18, a duly executed notice ("PutNotice"), at least 15 days but not more than 30 days, prior to the applicableOptional Redemption Date. The redemption amount specified in such PutNotice in respect of any such Note must be of a nominal amount equal to orgreater than the Minimum Redemption Amount or equal to or less than theHigher Redemption Amount, each as indicated in the Applicable PricingSupplement(s).

The redemption of the Notes represented by Uncertificated Notes shall takeplace in accordance with the Applicable Procedures.

Where a Noteholder redeems the Notes represented by an IndividualCertificate, such Noteholder shall deliver the Individual Certificate, to theTransfer Agent for cancellation by attaching it to a Put Notice. A holder of anIndividual Certificate shall specify its payment details in the Put Notice for thepurposes of payment of the Optional Redemption Amount.

The Issuer shall proceed to redeem such Notes (in whole but not in part) inaccordance with the terms of the Applicable Pricing Supplement(s), at theOptional Redemption Amount and on the Optional Redemption Date, together,


if appropriate, with interest accrued to (but excluding) the OptionalRedemption Date(s)!

The delivery of Put Notices shall be required to take place during normal officehours of the Transfer Agent! Put Notices shall be available from the registeredoffice of the Issuer.

10.5 Redemption following the occurrence of a Credit Rating Event

Notes may be redeemed at the option of the Noteholders following theoccurrence of a Credit Rating Event, subject to the provisions of thisCondition 10.5.

Promptly upon the Issuer becoming aware that a Credit Rating Event hasoccurred, but in any event within three Business Days of the occurrence ofsuch Credit Rating Event, the Tssuer shall give the required notice (the "CreditRating Event Notice") to the Noteholders in accordance with Condition 18,specifying the nature of the Credit Rating Event, the circumstances giving riseto it and the procedure for exercising the option to redeem such Notes (the"Credit Rating Event Option").

Upon receipt by the Noteholders of the Credit Rating Event Notice, eachNoteholder shall have 14 days thereafter to exercise its Credit Rating EventOption (the "Credit Rating Event Election Period") to redeem such Notes,after which the said Credit Rating Event Option shall expire.

Each Noteholder shall exercise its Credit Rating Event Option by delivering awritten notice (the "Credit Rating Event Redemption Notice") inaccordance with Condition 18, to the Issuer to that effect. The failure by aNoteholder to deliver a Credit Rating Event Redemption Notice within theCredit Rating Event Election Period shall be deemed to be an election by suchNoteholder not to exercise the Credit Rating Event Option.

Upon receipt by the Issuer of the Credit Rating Event Redemption Notice theIssuer shall redeem the Notes at the Early Redemption Amount referred to inCondition 10.7, together with accrued interest (if any) on -

(a) the Interest Payment Date immediately following the Credit RatingEvent Election Period; or

(b) if the Credit Rating Event Election Period expires within a BooksClosed Period, the subsequent Interest Payment Date following theInterest Payment Date falling at the end of the Credit Rating EventElection Period,

provided that in each case the Notes shall not be redeemed later than theirstated Redemption Date.

10.6 Redemption following the occurrence of a Listing Event

Notes may be redeemed at the option of the Noteholders following theoccurrence of a Listing Event, subject to the provisions of this Condition 10.6.

Promptly upon the Issuer becoming aware that a Listing Event has occurred,but in any event within three Business Days of the occurrence of such ListingEvent, the Issuer shall give notice (the "Listing Redemption Notice") to theNoteholders in accordance with Condition 18, specifying the nature of the


Listing Event, the circumstances giving rise to it and the procedure forexercising the option to redeem the Notes (the "Listing RedemptionOption").

Upon receipt of a Listing Redemption Notice, each Noteholder shall exercise itsListing Redemption Option by delivering a written notice ("Noteholder ListingRedemption Notice"), in accordance with Condition 18, to the Issuer within14 days of receipt of the Listing Redemption Notice from the Issuer (the"Listing Option Election Period"). A failure by a Noteholder to deliver aNoteholder Listing Redemption Notice within the Listing Option Election Periodshall be deemed to be an election by such Noteholder not to exercise itsListing Redemption Option.

Upon receipt by the Issuer of the Noteholder Listing Redemption Notice, theIssuer shall redeem the relevant Note(s) at the Early Redemption Amountreferred to in Condition 107, together with accrued interest (if any) on -

(a) the Interest Payment Date immediately following the Listing OptionElection Period; or

(b) if the Listing Option Election Period expires within a Books ClosedPeriod the subsequent Interest Payment Date following the InterestPayment Date falling at the end of the Listing Option Election Period,

provided that in each case the relevant Note(s) shall not be redeemed laterthan their stated Redemption Date.

10.7 Early Redemption Amounts

For the purpose of Conditions 10.2, 10.5, 10.6 and Condition 13 (andotherwise as stated herein), the Notes will be redeemed at the EarlyRedemption Amount calculated as follows -

(a) in the case of Notes with a Final Redemption Amount equal to thePrincipal Amount, at the Final Redemption Amount thereof; or

(b) in the case of Notes (other than Zero Coupon Notes) with a FinalRedemption Amount which is or may be less or greater than theIssue Price, to be determined in the manner specified in theApplicable Pricing Supplement(s), at that Final Redemption Amountor, if no such amount or manner is so specified in the ApplicablePricing Supplement(s), at their Principal Amount; or

(c) in the case of Zero Coupon Notes, at an amount (the "AmortisedFace Amount") equal to the sum of - (i) the Reference Price; and(H) the product of the Implied Yield (compounded semi-annually)being applied to the Reference Price from (and including) the IssueDate to (but excluding) the date fixed for redemption or, as the casemay be, the date upon which such Note becomes due and payable,or such other amount as is provided in the Applicable PricingSupplement(s).

Where such calculation is to be made for a period which is not a whole numberof years, it shall be calculated on the basis of actual days elapsed divided by365, or such other calculation basis as may be specified in the ApplicablePricing Supplement(s).


10.8 Purchases

The Issuer may at any time purchase Notes at any price in the open market orotherwise. In the event of the Issuer purchasing Notes, such Notes may(subject to restrictions of any applicable law) be held, resold or, at the optionof the Issuer, cancelled. The Issuer shall not be entitled to vote on any Notespurchased by it in the open market or otherwise, as contemplated in thisCondition 10,8.

10.9 Cancellation

All Notes which are redeemed will forthwith be cancelled. Where only a portionof Notes represented by a Certificate are cancelled, the Transfer Agent shalldeliver a Certificate to such Noteholder in respect of the balance of the Notes.

10.10 Late payment on Zero Coupon Notes

If the amount payable in respect of any Zero Coupon Note upon redemption ofsuch Zero Coupon Note, pursuant to Condition 13 or upon its becoming dueand repayable as provided in Condition 13, is improperly withheld or refused,the amount due and repayable in respect of such Zero Coupon Note shall bethe amount calculated as provided in paragraph (c) under Condition 10.7, asthough the references therein to the date fixed for the redemption or the dateupon which such Zero Coupon Note becomes due and payable were replacedby references to the date which is the earlier of - (i) the date on which allamounts due in respect of such Zero Coupon Note have been paid; and (H)where relevant, five days after the date on which the full amount of themoneys payable has been received by the Central Securities Depository, andnotice to that effect has been given to the Noteholders in accordance withCondition 18.

11 TAXATION

As at the date of issue of this Programme Memorandum, all payments of principalor interest in respect of the Notes will be made without withholding or deduction foror on account of any present or future taxes, duties, assessments or governmentalcharges ("taxes") of whatever nature imposed, levied, collected, withheld orassessed by or in or on behalf of South Africa or any political subdivision or anyauthority thereof or therein having power to tax, unless such withholding ordeduction is required by law. The payment of any taxes by the Issuer as an agentor representative tax payer for a Noteholder shall not constitute a withholding ordeduction for the purposes of this Condition 11. In the event of any suchwithholding or deduction in respect of taxes being levied or imposed on interest orprincipal payments on Debt Instruments (as defined below), the Issuer shall paysuch additional amounts as shall be necessary in order that the net amountsreceived by the Noteholders after such withholding or deduction shall equal therespective amounts of principal and interest which would otherwise have beenreceivable in respect of the Notes, as the case may be, in the absence of suchwithholding or deduction except that no such additional amounts shall be payablewith respect to any Note -

(a) held by or on behalf of a Noteholder, who is liable for such taxes in respectof such Note by reason of it having some connection with the country ofdomicile (or residence for tax purposes) of the Issuer other than the mereholding of such Note or the receipt of principal or interest in respectthereof; or


(b) held by or on behalf of a Noteholder which would not be liable or subject tothe withholding or deduction by complying with any statutory requirementor by making a declaration of non-residence or other similar claim forexemption to the relevant tax authority (the effect of which is not torequire the disclosure of the identity of the relevant Noteholder); or

(c) where such withholding or deduction is in respect of taxes levied orimposed on interest or principal payments only by virtue of the inclusion ofsuch payments in the Taxable Income or Taxable Gains (each as definedbelow) of any Noteholder; or

(d) where (in the case of any payment of principal or interest which isconditional on surrender of the relevant Certificate in accordance withthese Terms and Conditions) the relevant Certificate is surrendered forpayment more than 30 days after the Relevant Date except to the extentthat the relevant Noteholder would have been entitled to an additionalamount on presenting the Certificate for payment on such 30th day; or

(e) if such withholding or deduction arises through the exercise by revenueauthorities of special powers in respect of tax defaulters; or

(f) where the Noteholder is entitled to claim a tax reduction, credit or similarbenefit in respect to such withholding or deduction in terms of theNoteholder's domestic tax laws or applicable double tax treaty; or

(g) where such withholding or deduction is required to be made by the PayingAgent from any payment of principal and/or interest in respect of suchNotes if such payment can be made without withholding or deduction byany other Paying Agent. In the event that payment can be made withoutwithholding or deduction by any other Paying Agent, the Issuer shall useits reasonable endeavours to appoint such other Paying Agent providedthat the Issuer shall not incur any material costs and/or expenses inmaking such appointment.

(h) For the purposes of this Condition 11 -

(i) "Debt Instrument" means any "instrument" as defined in section243(1) of the Income Tax Act;

(H) "Taxable Income" means any "taxable income" as defined insection 1 of the Income Tax Act;

(Hi) "Taxable Gain" means any "taxab/e capital gain" as defined inparagraph 1 of Schedule 8 to the Income Tax Act; and

(iv) "Income Tax Act" means the Income Tax Act, 1962, asamended.

12 PRESCRIPTION

The Notes will become void unless presented for payment of principal and interestwithin a period of three years after the Relevant Date therefor save that anyCertificate constituting a "bill of exchange or other negotiable instrument" inaccordance with section 11 of the Prescription Act, 1969 will become void unlesspresented for payment of principal and interest within a period of six years from theRelevant Date.


13 EVENTS OF DEFAULT

13.1 An Event of Default shall occur if -

131.1 the Issuer fails to pay any principal or interest under the Notes on its duedate for payment and such failure continues for a period of five BusinessDays after receiving written notice from the Noteholders demanding suchpayment; or

13.1.2 the Issuer fails to perform or observe any of its other obligations underany of the Terms and Conditions and such failure continues for a period of30 calendar days after receipt by the Issuer of a notice from theNoteholders in respect of such failure (and for these purposes, a failure toperform or observe an obligation shall be deemed to be remediablenotwithstanding that the failure results from not doing an act or thing bya particular time); or

13.1.3 the Issuer fails to remedy a breach of Condition 7 and such failurecontinues for a period of 30 calendar days after receipt by the Issuer ofwritten notice from Noteholders requiring same to be remedied; or

13.1.4 the Issuer defaults in the payment of the principal or interest, or anyobligations in respect of Material Indebtedness of, or assumed orguaranteed by, the Issuer when and as the same shall become due andpayable and where notice has been given to the Issuer of the default andif such default shall have continued for more than the notice period (ifany) applicable thereto and the time for payment of such interest orprincipal or other obligation has not been effectively extended or if anysuch obligations of, or assumed or guaranteed by, the Issuer shall havebecome repayable before the due date thereof as a result of accelerationof maturity by reason of the occurrence of any event of defaultthereunder; or

13.1,5 any action, condition or thing, including the obtaining of any consent,licence approval or authorisation now or in future necessary to enable theIssuer to comply with its respective obligations under the Notes or theGuarantor to comply with its obligations under the Guarantee is nottaken, fulfilled or done, or any such consent, licence, approval orauthorisation shall be revoked, modified, withdrawn or withheld or shallcease to be in full force and effect, resulting in the Issuer or theGuarantor (as the case may be) being unable to perform any of theirrespective payments or other obligations in terms of the Notes or theGuarantee and the Issuer or the Guarantor, as the case may be, fails toremedy such circumstances (if capable of remedy) within 30 calendardays of receiving written notice from the Noteholders demanding same tobe remedied; or

13.1.6 the Issuer ceases or threatens to cease to carry on the whole or asubstantial part of its Toll Business, or disposes of the whole or asubstantial part of its Toll Business, save (i) for the purposes ofreorganisation on terms previously approved by an ExtraordinaryResolution of the Noteholders, or (H) as may be required by or inaccordance with any legislation or governmental directive, or (Hi) for anyPermitted Disposal (as defined in Condition 7); or

13.1.7 the Issuer stops or threatens to stop payment of, or is unable to, oradmits inability to, pay, its debts (or any class of its debts) as they fall

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due, or is deemed unable to pay its debts within the meaning ofsection 344 of the Companies Act! 1973; or

131.8 the Issuer is placed in liquidation, dissolved or is wound up, whetherprovisionally or finally, business rescue proceedings are commenced, orany process similar thereto, or an order is made or an effective resolutionor act of parliament is passed for the winding-up, dissolution orliquidation of the Issuer save for the purposes of a merger,amalgamation, consolidation, reconstruction or reorganisation in respectof the Issuer on terms previously approved by an ExtraordinaryResolution of Noteholders; or

13.1.9 any mortgage, pledge, lien or other encumbrance present or future,created or assumed by the Issuer in respect of any Material Indebtednessof the Issuer is enforced by the holder thereof; or

13.1.10 the Issuer initiates or consents to judicial proceedings relating to itselfunder any compromise with creditors, liquidation, winding-up, businessrescue proceedings or insolvency or other similar laws or compromises orattempts to compromise, with its creditors generally (or any significantclass of creditors) or any meeting of creditors is convened by the Issuerto consider a proposal for an arrangement of compromise with itscreditors generally (or any significant class of its creditors); or

13.1.11 proceedings are initiated against the Issuer or any step is taken by anyperson with a view to the seizure, compulsory acquisition, expropriationor nationalisation of the whole or a material part of the Toll Business ofthe Issuer, or an execution or attachment or other process is levied,enforced upon, sued out or put in force against the whole or a materialpart of the Toll Business of the Issuer and such is not discharged within30 days; or

13.1.12 for any reason the Guarantee is not (or is claimed by the Guarantor notto be) in full force and effect and such failure has continued for more than20 days following the service on the Guarantor and the Issuer of a writtennotice requiring the failure to be remedied.

13,2 If the Issuer becomes aware of the occurrence of any Event of Default, theIssuer shall forthwith notify all Noteholders, the Guarantor and the RelevantFinancial Exchange.

13,3 Upon the happening of an Event of Default, any Noteholder may, subject tothe terms of the Guarantee, by written notice to the Issuer at its registeredoffice, effective upon the date of receipt thereof by the Issuer, declare theNotes held by such Noteholder to be forthwith due and payable. Upon receiptof that notice, such Notes, together with accrued interest (if any) to the dateof payment, shall become forthwith due and payable.

13.4 In terms of the Guarantee, prior to declaring the Notes due and payable,Noteholders are obliged to demand payment of any such sum due and payableby the Issuer under the Notes which has not been so paid by the Issuer, fromthe Guarantor in writing in accordance with the provisions of the Guarantee.Therefore, no breach under the Notes shall occur as a result of non-paymentby the Issuer, unless same has been demanded from the Guarantor, and theGuarantor has failed to pay within the time stipulated therefor. The aforegoingprovisions of Condition 13.4 shall not detract from Noteholders' rights to claim

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specific performance from the Issuer foflowing a non-payment default by theIssuer.

13.5 For purposes of Conditions 13.1.4 and 13.1.9 -

"Material Indebtedness" means any Indebtedness of the Issuer in relationto its Toll Business amounting in aggregate to an amount which equals orexceeds ZAR100,000,000 (or ts equivalent in other currencies), at the time ofthe Event of Default,

14 DELIVERY, EXCHANGE AND REPLACEMENT OF CERTIFICATES

14.1 Upon the issue of Uncertificated Notes, or upon notice from a CentralSecurities Depository Participant pursuant to Condition 14.3 requesting theexchange or partial exchange of a Beneficial Interest in an Uncertificated Notefor an Individual Certificate(s), the Transfer Agent shall deliver the relevantIndividual Certificate(s) in accordance with the Agency Agreement.

14.2 Notes of each Tranche listed on the Relevant Financial Exchange will be issuedin the form of Uncertificated Notes and will be lodged in the Central SecuritiesDepository and registered in the name, and for the account, of the CentralSecurities Depository or the Central Securities Depository Participant, as thecase may be.

14.3 Any person holding a Beneficial Interest in the Notes may, in terms of theApplicable Procedures and in accordance with section 42 of the FinancialMarkets Act and through its nominated Central Securities DepositoryParticipant, direct a written request to the Transfer Agent for an IndividualCertificate representing the number of Notes to be delivered by the Issuer inexchange for such Beneficial Interest. The written request shall specify (i) thename, address and bank account details of the holder of the BeneficialInterest; and (ii) the day on which such Beneficial Interest is to be exchangedfor an Individual Certificate provided that such day shall be a Business Dayand shall fall not less than 30 days after the day on which such written requestis given. The aggregate of the Principal Amounts of the Notes represented bysuch Individual Certificate shall be equivalent to the amount of such BeneficialInterest. The Transfer Agent shall deliver such Individual Certificate upon suchwritten request no later than 14 days after receiving the written request of theholder of such Beneficial Interest in accordance with the ApplicableProcedures, provided that, joint holders of a Beneficial Interest shall beentitled to receive only one Individual Certificate in respect of that jointholding and delivery to one of those joint holders shall be delivery to all ofthem.

14.4 Upon the receipt of a written request for delivery of an Individual Certificate interms of Condition 14.3, the Uncertificated Notes shall, in terms of theApplicable Procedures, be presented to the Transfer Agent for splitting and anew Note for the balance of the Notes (if any) still held by the CentralSecurities Depository shall be delivered to the Central Securities Depository.

14,5 Certificates shall be provided (whether by way of issue, delivery or exchange)by the Issuer without charge, save as otherwise provided in these Terms andConditions. Separate costs and expenses relating to the provision ofCertificates and/or the transfer of Notes may be levied by other persons, suchas a Central Securities Depository Participant, under the Applicable Proceduresand such costs and expenses shall not be borne by the Issuer. The costs andexpenses of delivery of Certificates otherwise than by ordinary post (if any)


and, if the Issuer shall so require, taxes or governmental charges or insurancecharges that may be imposed in relation to such mode of dehvery shall beborne by the Noteholder,

14.6 Any person becoming entitled to Notes in consequence of the death,sequestration or liquidation of the holder of such Notes may upon producingsuch evidence that he holds the position in respect of which he proposes to actunder this Condition 14 or of his title as the Issuer and the Transfer Agentshall require, be registered himself as the holder of such Notes or, subject tothe requirements of the Applicable Procedures and of this Condition 14, maytransfer such Notes, The Issuer and the Paying Agent shall be entitled to retainany amount payable upon the Notes to which any person is so entitled untilsuch person shall be registered as aforesaid or shall duly transfer the Notes.

14.7 If any Certificate is mutilated, defaced, stolen, destroyed or lost it may bereplaced at the registered office of the Issuer or the office of the TransferAgent specified in the Applicable Pricing Supplement(s), on payment by theclaimant of such costs and expenses as may be incurred in connectiontherewith and the provision of such indemnity as the Issuer may reasonablyrequire. Mutilated or defaced Certificates must be surrendered beforereplacements will be issued.

15 TRANSFER OF NOTES

15.1 Subject to applicable laws, each Tranche of Notes listed on the Interest RateMarket of the JSE will be freely transferable and fully paid up in accordancewith those Terms and Conditions.


15.2.1 In order for any transfer of Certificated Notes to be effected through theRegister and for the transfer to be recognised by the Issuer, each transferof a Certificated Note -

(a) must be embodied in a Transfer Form;

(b) must be signed by the relevant Noteholder and the transferee,or any authorised representatives of that registered Noteholderand/or transferee;

(c) shall only be in the Specified Denomination or a multiple thereofand consequently the Issuer will not recognise any fraction ofthe Specified Denomination; and

(d) must be made by way of the delivery of the Transfer Form tothe Transfer Agent together with the Certificate in question forcancellation or, if only part of the Notes represented by aCertificate is transferred, a new Certificate for the balance willbe delivered to the transferor and the cancelled Certificate willbe retained by the Transfer Agent.

15.2.2 The transferor of any Certificated Notes represented by an IndividualCertificate shall be deemed to remain the owner thereof until thetransferee is registered in the Register as the holder thereof.

15.2.3 Before any transfer is registered all relevant transfer taxes (if any) musthave been paid and such evidence must be furnished as the Issuer may


reasonably require as to the identity and title of the transferor and thetransferee.

15.2.4 The Transfer Agent will, within three Business Days of receipt by it of avalid Transfer Form (or such longer period as may be required to complywith any applicable taxation or other laws, regulations or ApplicableProcedures), record the transfer of Notes in the Register, andauthenticate and deliver to the transferee (at the risk of the transferee) anew Certificate in respect of the Notes transferred.

15.2.5 No transfer will be registered while the Register is closed.

15.2,6 In the event of a partial redemption of Notes under Conditions 10.3 or10,4 the Issuer and the Transfer Agent shall not be required

(a) to register the transfer of any Notes during the period beginningon the 10th day before the date of the partial redemption andending on date of the partial redemption (both inclusive); or

(b) to register the transfer of any Note, or part of a Note, called forpartial redemption.


15.3.1 Beneficial Interest in Uncertificated Notes with the Central SecuritiesDepository may be transferred only in terms of the Applicable Procedures.

15.3,2 Transfers of Beneficial Interests to and from clients of Central SecuritiesDepository Participants occur by way of electronic book entry in thesecurities accounts maintained by the Central Securities DepositoryParticipants for their clients, in accordance with the ApplicableProcedures.

15.3.3 Transfers of Beneficial Interests among Central Securities DepositoryParticipants occur by way of electronic book entry in the securitiesaccounts maintained by the Central Securities Depository Participants, inaccordance with the Applicable Procedures.

15.3.3.1 In the event of a partial redemption of Notes under Conditions 10.3or 10.4 the Issuer and the Transfer Agent shall not be required -

15.3.3.1.1 to register the transfer of any Notes during the periodbeginning on the 10th day before the date of the partialredemption and ending on the date of the partial redemption(both inclusive); or

15.3.3.1.2 to register the transfer of any Note, or part of a Note, called forpartial redemption.

16 REGISTER

16.1 The Register shall be kept at the registered office of the Transfer Agent orunless the Issuer elects to appoint, in relation to a particular Tranche or Seriesof Notes, another entity as Transfer Agent in which event that other entityshall act as Transfer Agent in respect of that Tranche or Series of Notes, thenat the office of that Transfer Agent specified in the Applicable PricingSupplement(s), and a copy thereof shall be made available for inspection at

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the registered office of the Issuer. The Register shall reflect the number ofNotes issued and Outstanding and whether they are Certificated Notes orUncertificated Notes. The Register shall contain the name, address, and bankaccount details of the Noteholders. The Register shall set out the PrincipalAmount of the Notes issued to such Noteholder and shall show the date ofsuch issue and the dates upon which each of the Noteholders was registeredas such. The Register shall show the serial number of Certificates (if any)issued in respect of Notes. The Register shall be open for inspection during thenormal business hours of the Issuer to any Noteholder or any personauthorised in writing by any Noteholder. The Transfer Agent shall not beobliged to record any transfer while the Register is closed. The Transfer Agentshall not be bound to enter any trust into the Register or to take notice of anyor to accede to any trust executed, whether express or implied, to which anyNote may be subject. The Register shall be closed during the Books ClosedPeriod.

16.2 The Transfer Agent shall alter the Register in respect of any change of name,address or bank account number of any of the Noteholders of any CertificatedNotes or Uncertificated Notes of which it is notified in accordance with theseTerms and Conditions.

17 TRANSFER AGENT, CALCULATION AGENT AND PAYING AGENT

17.1 The Issuer is entitled to vary or terminate the appointment of the TransferAgent, the Calculation Agent and/or the Paying Agent, as the case may be,and/or appoint additional or other agents and/or approve any change in thespecified office through which any agent acts on the terms of the AgencyAgreement, provided that there will at all times be a Transfer Agent,Calculation Agent and a Paying Agent with an office in such place as may berequired by the Applicable Procedures. The Transfer Agent, Paying Agent andCalculation Agent act solely as the agents of the Issuer and do not assume anyobligation towards or relationship of agency or trust for or with anyNoteholders.

17.2 To the extent that the Issuer acts as the Transfer Agent, Calculation Agent orPaying Agent, all references in these Terms and Conditions to -

(a) any action, conduct or functions in such role shall be understood tomean that the Issuer shall perform such action, conduct or functionitself; and

(b) requirements for consultation, indemnification by or of, payment byor to, delivery by or to, notice by or to, consent by or to oragreement between the Issuer and such Transfer Agent, CalculationAgent or Paying Agent (as the case may be) shall be disregarded tothe extent that the Issuer performs such role.

18 NOTICES

18.1 All notices to Noteholders shall be valid if -

18.1.1 sent by registered mail or delivered by hand to their addresses appearingin the Register; and/or

18.1.2 published in an English language daily newspaper of general circulation inthe Republic of South Africa; and/or

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18.1.3 for so long as the Notes are isted on the Interest Rate Market of the JSEand held in their entirety through the Central Securities Depository, theremay be substituted for publication as contemplated in Conditions 18.1.1and 18,1.2, the delivery of the relevant notice to the Central SecuritiesDepository and the Stock Exchange News Service of the JSE (SENS) orany other similar services established by the JSE for communication bythem to the holders of Beneficial Interests in Uncertificated Notes and anysuch notices shall be deemed to have been given on the day of suchpublication.

18.2 Any notice given to Noteholders in terms of Condition 18.1.1 shall be deemedto have been given on the seventh day after the day on which it is mailed, andon the day of delivery, if delivered. Any notice published in accordance withCondition 18.1.2, shall be deemed to have been given on the day of suchpublication.

18.3 Any notice given by any Noteholder to the Issuer and/or the Guarantor, as thecase may be, shall be deemed to have been received by the Issuer and/or theGuarantor, as the case may be, if delivered to the registered office of theIssuer and/or the Guarantor, as the case may be, on the date of delivery, andif sent by registered mail, on the seventh day after the day on which it is sent,together with a certified copy of the relevant Certificate. In respect ofUncertificated Notes, notice may be given by any holder of a BeneficialInterest in Notes to the Issuer via the relevant Central Securities DepositoryParticipant in accordance with the Applicable Procedures, in such manner asthe Issuer and/or the Guarantor and the relevant Central Securities DepositoryParticipant may approve for this purpose. Such notices shall be deemed tohave been received by the Issuer and/or the Guarantor, as the case may be, ifdelivered by hand, on the second Business Day after being hand delivered, or,if sent by registered mail, on the seventh day after posting. The Issuer and/orthe Guarantor may change its registered office upon 10 Business Days priorwritten notice to Noteholders specifying such new registered office.

19 MEETINGS OF NOTEHOLDERS

Convening of Meetings

19.1 The Issuer may at any time and, upon a requisition in writing of any Class ofNoteholders holding not less than 10% in Principal Amount of the Notes for thetime being Outstanding in that Class of Noteholders, convene a meeting of theNoteholders and if the Issuer defaults for a period of seven days in conveningsuch a meeting the same may be convened by the requisitionists. Wheneverthe Issuer or any Class of Noteholders, as the case may be, is/are about toconvene any such meeting, it/they shall forthwith give notice in writing to theIssuer, the Noteholders, the Transfer Agent, the Arranger and the Dealer ofthe day, time and place thereof and of the nature of the business to betransacted thereat. Every such meeting shall be held at such time and place asthe Transfer Agent may approve.

19.2 At least 15 Business Days' notice (exclusive of the day on which the notice isgiven and the day on which the meeting is held) specifying the record date forthe meeting, the place, day and hour of meeting shall be given to the Class ofNoteholders (and the Issuer, if the meeting is convened by any Class ofNoteholders) prior to any meeting of the Noteholders of that Class in themanner provided by Condition 18. Such notice shall state generally the Classof Noteholders who are to meet, the nature of the business to be transacted atthe meeting, the record date for the meeting, the date, place and time of the

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meeting and the terms of any resolution to be proposed. A copy of theproposed resolutions to be considered at the meeting along with notice of thepercentage of voting rights required for the resolutions to be adopted will beincluded in the notice. Such notice shall include a statement to the effect thatproxy forms may be deposited with the Transfer Agent for the purpose ofappointing proxies not less than 24 hours before the time fixed for themeeting!

19.3 A person or representative (who need not be a Noteholder) nominated inwriting by the Issuer shall be entitled to take the chair at every such meetingbut if no such nomination is made, or if at any meeting the person nominatedis not present within 30 minutes after the time appointed for holding themeeting, the Noteholders of the relevant Class present shall choose a

Noteholder of that Class to be Chairman.

19.4 An immaterial defect in the form or manner of giving notice of a meetingand/or the accidental omission to give such notice to any Noteholder or thenon-receipt of any such notice, shall not invalidate the proceedings at ameeting!

19.5 A material defect in the giving of such notice will not prevent such meetingfrom proceeding, subject to Condition 19.6, provided that every person who isentitled to exercise voting rights in respect of any matter to be considered atsuch meeting is present at such meeting and votes to approve the ratificationof the defective notice.

19.6 In the event of a material defect in the form or manner of giving notice of ameeting relates only to one or more particular matters on the agenda for suchmeeting and such matter is capable of being severed from the agenda, suchnotice shall remain valid with respect to any remaining matters on the agendaand the meeting may proceed to consider a severed matter, if the defectivenotice in respect of such matter has been ratified pursuant to Condition 19.5.

19.7 Any Noteholder who is present at a meeting, either in person or by proxy, isconsidered to have received and/or waived, as the case may be, notice of suchmeeting if at least the required minimum notice of the meeting was given andhas a right to allege a material defect in the form of the notice for a particularitem on the agenda for such meeting and to participate in the determinationwhether to waive the requirements for notice, if less than the requiredminimum notice was given, or to ratify a defective notice and is regarded ashaving waived any right based on an actual or alleged defect in the notice ofthe meeting.

Proxies and Representatives

19,8 A Noteholder is entitled to appoint a proxy to attend a meeting on its behalf. Aperson appointed to act as proxy need not be a Noteholder.

19.9 Before any person may attend or participate in a meeting, such person mustpresent reasonably satisfactory identification to the chairman of the meetingand the chairman must be reasonably satisfied of the right of such person toparticipate and vote, either as a Noteholder, or as a proxy for a Noteholder.

19.10 A Noteholder may by an instrument in writing (a form of proxy) signed by theNoteholder or, in the case of a corporation, executed under its common seal orsigned on its behalf by an attorney or a duly authorised officer of the

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corporation, appoint any person (a proxy or proxies) to act on his or its behalfin connection with any meeting or proposed meeting of a Class of Noteholders.

ig.ii Any proxy appointed pursuant to Condition 1910 or a Representative shall, solong as the appointment remains in force, be deemed for all purposes inconnection with any meeting or proposed meeting of that Class of Noteholdersspecified in the appointment, to be the holder of the Notes to which theappointment relates and the actual beneficial holder of the Notes shall bedeemed for such purposes not to be the Noteholder.

1912 The proxies and Representatives need not be Noteholders,

19.13 Each form of proxy (or certified copy thereof) shall be deposited at such placeas the Transfer Agent shall approve not less than 24 hours before the timeappointed for holding the meeting or adjourned meeting at which the proxies,named in the form of proxy, propose to vote and the form of proxy shall notbe treated as valid unless the Chairman of the meeting decides otherwisebefore such meeting or adjourned meeting proceeds to business. The TransferAgent shall not thereby be obliged to investigate or be concerned with thevalidity of or the authority of the proxies named in any such form of proxy.

19.14 Any vote given in accordance with the terms of a proxy shall be validnotwithstanding the previous revocation or amendment of the form of proxy orof any of the Noteholders' instructions pursuant to which it was executed,provided that no intimation in writing of such revocation or amendment shallhave been received by the Transfer Agent or the Issuer at its specified office(or such other place as may have been approved by the Transfer Agent for thepurpose) by the time being 24 hours before the time appointed for holding themeeting or adjourned meeting at which the form of proxy is to be used.

Quorum

19.15 At any such meeting one or more Noteholders in that Class present orrepresented by proxies or Representatives and holding or representing in theaggregate not less than one third of the aggregate Principal AmountOutstanding of the Notes shall (except for the purpose of passing anExtraordinary Resolution) form a quorum for the transaction of business. Nobusiness (other than the choosing of a Chairman) shall be transacted at anymeeting of Noteholders unless the requisite quorum is present at the timewhen the meeting proceeds to business. The quorum at any such meeting forpurposes of passing an Extraordinary shall (subject as providedbelow) be one or more Noteholders of that Class present or represented byproxies or Representatives and holding or representing in the aggregate notless than a clear majority of the aggregate Principal Amount Outstanding ofthe Notes or each Class of Notes, as the case may be. At any meeting, thebusiness of which includes any of the following matters, namely the -

19.15.1 modification of the Redemption Date of any Notes, or the reduction orcancellation of the Principal Amount payable upon maturity or earlierredemption or repayment, or any variation to the method of calculatingthe amount payable upon maturity or earlier redemption or repayment;or

19.15.2 reduction or cancellation of the amount payable, or the modification ofthe payment date in respect of any interest, in respect of the Notes orany variation to the method of calculating the Interest Rate in respect ofthe Notes; or

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1915.3 reduction or increase of any Minimum Interest Rate and/or MaximumInterest Rate, as the case may be, specified in the Applicable PricingSupplement(s) of any Note; or

19.15.4 modification of the currency in which payments under the Notes are to bemade; or

1915.5 modification of the majority required to pass an Extraordinary Resolution;or

19,15.6 the sanctioning of any such scheme or proposal as is described inparagraph 19.32,7 below; or

19.15.7 alteration of this proviso or the proviso to Condition 19.17 below1

such business shall only be capable of being effected after having beenapproved by Extraordinary Resolution.

1916 At any meeting whose business includes any of such matters, the quorum shallbe one or more Noteholders of that Class present or represented by proxies orRepresentatives and holding or representing in the aggregate not less thantwo thirds of the aggregate Principal Amount Outstanding of the Notes of thatClass. An Extraordinary Resolution passed at any meeting of the holders ofNotes of that Class will be binding on all holders of Notes, whether or not theyare present at the meeting.

Adjournment

19.17 If within one hour after the time appointed for any such meeting a quorum isnot present the meeting shall, stand adjourned to the following week, and atthe same time and place. The chairman of the meeting may extend the onehour limit for a further reasonable period on grounds that exceptionalcircumstances have impeded or are generally impeding the ability ofNoteholders to be present at the meeting or one or more particularNoteholders have been delayed and have communicated their intention toattend the meeting and such Noteholders, together with the Noteholders inattendance would satisfy the quorum requirements. At such adjournedmeeting one or more Noteholders of the applicable Class present orrepresented by proxies or Representatives (whatever the Principal Amount ofthe Notes so held or represented by them) shall (subject as provided below)form a quorum and shall (subject as provided below) have power to pass anyExtraordinary Resolution or other resolution and to decide upon all matterswhich could properly have been dealt with at the original meeting had therequisite quorum been present, provided that at any adjourned meeting thebusiness of which includes any of the matters specified in the proviso toCondition 19.15 above, the quorum shall be one or more Noteholders in thatClass present or represented by proxy or Representatives and holding orrepresenting in the aggregate not less than one third of the aggregatePrincipal Amount Outstanding of the Notes.

19.18 Notice of any adjourned meeting at which an Extraordinary Resolution is to besubmitted shall be given in the same manner as notice of an original meetingand such notice shall (except in cases where the proviso to Condition 19.17above shall apply when it shall state the relevant quorum) state that one ormore Noteholders in that Class present or represented by proxies or

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Representatives at the adjourned meeting whatever the Principal Amount ofthe Notes held or represented by them will form a quorum.

1919 Subject to the provisions of the Terms and Conditions, the chairman may, withthe consent of, and shall on the direction of, the meeting adjourn the meetingfrom time to time and from place to place. Such adjournment will have to besupported by persons entitled to exercise, in aggregate, the majority of thevoting rights, present at the meeting and who are entitled to vote in anymatter being considered.

19.20 No business shall be transacted at any adjourned meeting other than thebusiness left unfinished at the meeting from which the adjournment tookplace.

19,21 An adjournment of a meeting may be to either a fixed time and place or untilfurther notice, as agreed at the meeting and requires that further notice begiven to the Noteholders only if the meeting determined that the adjournmentwas "until further notice". A meeting may not be adjourned beyond the earlierof a date that is 120 Business Days after the record date was determined or adate that is 60 Business Days after the date on which the adjournmentoccurred.

19.22 At least 14 days written notice of the place, day and time of an adjournedmeeting shall be given to each Noteholder and the Issuer.

How votes are decided

lg.23 Except where otherwise provided, every resolution proposed to be passed at ameeting shall be decided on a poll and in case of equality of votes theChairman shall, as contemplated in Condition 19.26 below, have a casting votein addition to the vote or votes (if any) to which he may be entitled as aNoteholder or as a proxy or as a Representative.

19.24 A polled vote must be held on any particular matter to be voted on at ameeting if a demand for such a vote is made by at least five persons havingthe right to vote on such matter, either as a Noteholder or as a proxyrepresenting a Noteholder or a person who is, or persons who together are,entitled as Noteholders or proxies representing Noteholders, to exercise atleast 10% of the voting right entitled to be voted on such matter.

19.25 At any meeting a declaration by the Chairman that a resolution has beencarried or carried by a particular majority or not carried by a particularmajority shall be conclusive evidence of the fact without proof of the numberor proportion of the votes recorded in favour of or against such resolution.

19,26 Subject to Condition 19.27 below, at any meeting a poll shall be taken in suchmanner and subject as hereinafter provided either at once or after anadjournment as the Chairman directs and the result of such pofl shall bedeemed to be the resolution of the meeting as at the date of the taking of thepoll.

19,27 The Chairman may with the consent of (and shall if directed by) any suchmeeting adjourn the same from time to time and from place to place but nobusiness shall be transacted at any adjourned meeting except business whichmight lawfully (but for the lack of required quorum) have been transacted atthe meeting from which the adjournment took place.

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yoUng

1928 Any officer or director of the Issuer, and/or its nominated Representativeand/or ts awyers and the Transfer Agent may attend and speak at anymeeting. Save as aforesaid, but without prejudice to the proviso to thedefinition of "Outstandfng" (as defined in the Programme Memorandum), noperson shaU be entitled to attend and speak nor shall any person be entitled tovote at any meeting of the Noteholders or join with others in requisitioning theconvening of such a meeting unless he/she either produces proof acceptable tothe Issuer that he/she is the Noteholder or is a proxy or a Representative. TheIssuer shall not be entitled to vote at any meeting in respect of Notes acquiredby it or held by it for the benefit of any person and no other person shall beentitled to vote at any meeting in respect of Notes held by it for the benefit ofany other person unless duly authorised as contemplated herein. Nothingherein contained shall prevent any of the proxies named in any form of proxyor any representative from being a director, an officer or Representative of orotherwise connected with the Issuer.

19.29 Save as provided elsewhere in this Condition 19, at any meeting everyNoteholder who is present in person and produces proof acceptable to theIssuer that he/she is the Noteholder or is a proxy or a Representative shallhave one vote per ZAR1,000,000's worth of Outstanding Notes (or the nearestrounded off multiple thereof) which he/she holds or which the person whichhe/she represents or for whom he/she acts as proxy, holds.

19.30 A polled vote must be held on any particular matter to be voted on at ameeting if a demand for such a vote is made by at least five persons havingthe right to vote on such matter, either as a Noteholder or as a proxyrepresenting a Noteholder or a person who is, or persons who together are,entitled as Noteholders or proxies representing Noteholders, to exercise atleast lO% of the voting right entitled to be voted on such matter.

19.31 Without prejudice to the obligations of the proxies or Representatives anyperson entitled to more than one vote need not use all his votes or cast all thevotes to which he is entitled in the same way.

Extraordinary Resolutions

19.32 A meeting of a Class of Noteholders shall in addition to the powershereinbefore given have the following powers exercisable by ExtraordinaryResolution only (subject to the provisions relating to quorum contained inConditions 19.15 and 19.17 above and subject to the provisos of anyapplicable statute), namely -

19.32.1 power to sanction any compromise or arrangement proposed to be madebetween the Issuer and the Class of Noteholders or any of them;

19.32,2 power to approve the substitution of any entity for the Issuer which shallbe proposed by the Issuer;

19.32.3 power to sanction any abrogation, modification, compromise orarrangement in respect of the rights of the Class of Noteholders againstthe Issuer or against any of its property whether such rights shall ariseunder the Notes or otherwise;

19.32.4 power to assent to any modification of the provisions contained in theConditions or the Notes which shall be proposed by the Issuer;

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19.32.5 power to give any authority or sanction which under the provisions of theNotes is required to be given by Extraordinary Resolution;

19.32.6 power to appoint any persons (whether Noteholders or not) as a

committee or committees to represent the interests of the Noteholders ofthat Class and to confer upon such committee or committees any powersor discretions which the Noteholders could themselves exercise byExtraordinary Resolution; and

19.32.7 power to sanction any scheme or proposal for the exchange or sale of theNotes for, or the conversion of the Notes into or the cancellation of theNotes in consideration of, shares, stocks, notes, bonds, debentures,debenture stock and/or other obligations and/or securities of the Issueror any entity (corporate or otherwise) formed or to be formed, or for orinto or in consideration of cash, or partly for or into or in consideration ofsuch shares, stock, notes, bonds, debentures, debenture stock and/orother obligations and/or securities as aforesaid and partly for or into or inconsideration for cash.

Resolutions binding on all Noteholders

19.33 Any resolution passed at a meeting of a Class of Noteholders duly convenedand held in accordance with the provisions hereof shall be binding upon all theNoteholders of that Class whether present or not present at such meeting andwhether or not voting, and all the Noteholders of the applicable Class shall bebound to give effect thereto accordingly and the passing of any such resolutionshall be conclusive evidence that the circumstances justify the passing thereof.Notice of the result of the voting on any resolution duly considered by theNoteholders shall be published in accordance with Condition 18 by the Issuerwithin 14 days of such result being known provided that the non-publication ofsuch notice shall not invalidate such resolution.

19.34 Notwithstanding any to the contrary contained herein, a resolution that couldbe voted on at a meeting of Noteholders may instead be adopted by writtenvote of the Noteholders if it is signed by the required majority entitled to votein person or by proxy at a properly constituted meeting of Noteholders.

19.35 A majority shall be required to ordinarily pass a resolution of Noteholders.

Minutes

19.36 Minutes of all resolutions and proceedings at every such meeting as aforesaidshall be recorded and maintained by the Transfer Agent and duly entered inbooks to be from time to time provided for that purpose by the Issuer and anysuch minutes as aforesaid if purporting to be signed by the Chairman of themeeting at which such resolutions were passed or proceedings had, shall beconclusive evidence of the matters therein contained. Until the contrary isproven every such meeting in respect of the proceedings of which minuteshave been made shall be deemed to have been duly held and convened and allresolutions passed or proceedings had thereat to have been duly passed orhad.

19.37 No Voting Rights on Notes held by the Issuer

19.38 Notwithstanding anything to the contrary contained herein the Issuer shall nothave any voting rights on any Notes repurchased or otherwise held by it.

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20 MODIFICATION

20.1 The Issuer may effect, without the consent of the Noteholders or the relevantClass of Noteholders, as the case may be, any modification of the Terms andConditions and/or the Guarantee which is of a technical nature or is made tocorrect a manifest error or to comply with mandatory provisions of the law ofthe jurisdiction in which the Issuer is incorporated and the governing law inaccordance with which Notes are issued. Any such modification shall bebinding on the Noteholders and any such modification shall be in compliancewith the JSE Debt Listings Requirements and shall be notified to theNoteholders in accordance with Condition 18 as soon as practicable thereafter.For the avoidance of doubt, the provision of any rights of security to or for thebenefit of any Class of Noteholders in accordance with Condition 7.1 or theexercise by the Issuer of its rights under Condition 17 shall not constitute amodification of these Terms and Conditions. The notification to Noteholders ofany such amendment is to include a summary of the proposed amendmentstogether with details of where copies of the amendments to the Guaranteeand/or any supplement to the Programme Memorandum, as the case may be,are available to Noteholders for inspection. Following any amendments interms of this Condition 20.1, the Issuer will furnish the JSE with a copy of theamendment and/or supplement to the Programme Memorandum, as the casemay be.

20.2 Save as provided in Condition 20.1, no modification of these Terms andConditions and/or the Guarantee may be effected unless -

20.2.1 conditional formal approval of the proposed amendments are obtainedfrom the JSE prior to obtaining the approval of the Noteholders or therelevant Class of Noteholders, as the case may be;

20.2.2 upon receipt of the conditional formal approval from the JSE pursuant toCondition 20.2.1, the Issuer must inform Noteholders, in accordance withthe provisions of Condition 18, of the proposed amendments, and is toprovide the Noteholders with copies of the proposed amendmentstogether with the notification to the Noteholders and is required torequest the approval of the Noteholders or relevant Class (or Classes) ofNoteholders for the amendments pursuant to the passing of anExtraordinary Resolution; or

20.2.3 the amendments are sanctioned by an Extraordinary Resolution of all ofthe Noteholders of the relevant Class (or Classes) of Noteholders, as thecase may be; and

20.2.4 a copy of the Noteholders approval, pursuant to the passing of anExtraordinary Resolution, together with copies of the signed amendmentsare submitted to the JSE.

20.3 For the purposes of Condition 20.2.3, the Extraordinary Resolution may be —

20.3.1 sanctioned by Noteholders at a general meeting and regulated by theprovisions set out in Condition 19. If it is proposed that the amendmentsbe sanctioned by Noteholders at a general meeting, together with thenotification to Noteholders of the proposed amendments underCondition 20.2.3, a notice of the meeting of Noteholders must becirculated to Noteholders; or


20.3.2 voted on, in writing, by the Noteholders entitled to exercise voting rightsin relation to the proposed written resolution within 20 Business Daysafter submission of the written resolution to Noteholders. If the Issuerwishes the Noteholders to vote by way of a written resolution, the Issuermust include the proposed written resolutions, together with the notice toNoteholders under Condition 20.2.3.

20.3.3 Any such written resolution shall be adopted if it is supported byNoteholders entitled to exercise sufficient voting rights for it to have beenadopted as an Extraordinary Resolution at a meeting of Noteholders dulyconstituted and held.

20,4 The Issuer shall publish an announcement on SENS setting out details of thedate, time and venue of the meeting of the Noteholders, pursuant toCondition 20.3.1 and/or setting out details of the written resolutions proposedpursuant to Condition 20.3.2, as the case may be, within 24 hours after thenotice of the meeting of Noteholders has been distributed to Noteholdersand/or the notification of the proposed written resolutions has been distributedto Noteholders, as the case may be.

20,5 The Issuer shall publish an announcement on SENS within 48 hours followingthe meeting of Noteholders and/or the receipt of the responses of theNoteholders on the proposed written resolutions of Noteholders, setting outdetails of the outcome of the voting process at the Noteholders meeting and/orthe proposed written resolutions, as the case may be.

21 FURTHER ISSUES

The Issuer shall be at liberty from time to time without the consent of theNoteholders to create and issue further Notes having terms and conditions thesame as any of the other Notes issued under the Programme or the same in allrespects save for the amount and date of the first payment of interest thereon, theIssue Price and the Issue Date, so that the further Notes shall be consolidated toform a single Series with the Outstanding Notes.

22 GOVERNING LAW

The provisions of the Programme Memorandum, the Guarantee and the Notes aregoverned by, and shall be construed in accordance with, the laws of the Republic ofSouth Africa.

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PRO FORMA APPLICABLE PRICING SUPPLEMENT

Set out below is the form of Pricing Supplement(s) which will be completed for eachTranche of Notes ssued under the Programme -

ISr

THE SOUTH AFRICAN NATIONAL ROADS AGENCY Soc LIMITED

(Registration number 1998/009584/30)

(Established and incorporated as a public company under The South African National Roads AgencyLimited and National Roads Act, 1998)

guaranteed by

THE GOVERNMENT OF THE REPUBLIC OF SOUTH AFRICA

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]

Under its ZAR31,910,000,000 Guaranteed Domestic Medium Term NoteProgramme

This document constitutes the Applicable Pricing Supplement(s) relating to the issue ofNotes described herein. Terms used herein shall be deemed to be defined as such for thepurposes of the Terms and Conditions set forth in the amended and restated programmememorandum dated on or about 13 August 2018 ("Programme Memorandum"). ThisApplicable Pricing Supplement(s) must be read in conjunction with such ProgrammeMemorandum issued by The South African National Roads Agency SOC Limited. To theextent that there is any conflict or inconsistency between the contents of this ApplicablePricing Supplement(s) and the Programme Memorandum, the provisions of thisApplicable Pricing Supplement(s) shall prevail. To the extent that certain provisions ofthe Applicable Pricing Supplement(s) do not apply to the Notes described herein, theymay be deleted in this Applicable Pricing Supplement(s) or indicated to be not applicable.

Any capitalised terms not defined in this Applicable Pricing Supplement(s) shall have themeanings ascribed to them in the Terms and Conditions. References in this ApplicablePricing Supplement(s) to the Terms and Conditions are to the section of the ProgrammeMemorandum headed "Terms and Conditions of the Notes'. References to any Conditionin this Applicable Pricing Supplement(s) are to that Condition of the Terms andConditions.

The Issuer accepts full responsibility for the accuracy of the information contained in theProgramme Memorandum, the Applicable Pricing Supplement(s) and the annual financialstatements or annual financial report, as the case may be, and any amendments to theannual financial statements or annual financial report, as the case may be, or anysupplements from time to time, except as otherwise stated therein. The Issuer certifiesthat to the best of its knowledge and belief there are no facts that have been omitted


from this Applicable Pricing Supplement(s) which would make any statement false ormisleading and that all reasonable enquiries to ascertain such facts have been made andthat the Programme Memorandum contains all information required by applicable lawand, in relation to any Tranche of Notes listed on the Interest Rate Market of the JSE,the JSE Debt Listings Requirements.

The Issuer, having made all reasonable enquiries, confirms that the ProgrammeMemorandum, read together with each Applicable Pricing Supplement(s) and thedocuments and information incorporated herein and therein by reference contains orincorporates all information which is material in the context of the issue and the offeringof Notes, that the information contained or incorporated in the Programme Memorandumby reference, is true and accurate in all material respects and is not misleading, that theopinions and the intentions expressed in the Programme Memorandum, read togetherwith the documents incorporated by reference, are honestly held and that there are noother facts the omission of which would make same misleading.

The Issuer confirms that the issue of Notes described in this Applicable PricingSupplement together with the aggregate Principal Amount Outstanding of all other Notesin issue at the Issue Date will not exceed the aggregate Principal Amount of the Notesthat may be Outstanding under the Programme.

The JSE assumes no responsibility or liability of whatsoever nature for the contents ofthe Programme Memorandum or the information contained in or incorporated byreference into this Applicable Pricing Supplement, the Issuers annual financialstatements or the annual financial report, as the case may be, or any documentsincorporated by reference into the Programme Memorandum (as amended and restatedfrom time to time). The JSE assumes no responsibility for the contents of this ApplicablePricing Supplement, the Issuer's annual financial statements or the annual financialreport, as the case may be, or the amendments to the Issuer's annual financialstatements or annual financial report, as the case may be, and the JSE makes norepresentation as to the accuracy or completeness of the Programme Memorandum orthis Applicable Pricing Supplement, the Issuer's annual financial statements or annualfinancial report, as the case may be, or any other information incorporated by referenceinto the Programme Memorandum (as amended or restated from time to time). To theextent permitted by applicable law, the JSE expressly disclaims any liability for any lossarising from or in reliance upon the whole or any part of this Applicable PricingSupplement, the Issuer's annual financial statements or the annual financial report, asthe case may be, or the amendments to the Issuer's annual financial statements orannual financial report, as the case may be, or any other information incorporated byreference into the Programme Memorandum (as amended or restated from time totime).

DESCRIPTION OF THE NOTES

1 Issuer The South African National Roads AgencySOC Limited

2 Guarantor The Government of the Republic of SouthAfrica

3 Status of Notes Senior Notes guaranteed by the Guarantor,but otherwise unsecured


4 (a) Tranche Number (e]

(b) Series Number [s]

5 Aggregate Principal Amount [e]

6 Aggregate amount of all financialinstruments issued and financialindebtedness incurred by the Issuer,including the aggregate PrincipalAmount of Notes of this issue, havingthe benefit of the Guarantee

7 Interest/Payment Basis (Fixed Rate/Floating Rate/ZeroCoupon/Indexed Interest /IndexedRedemption Amount/MixedRate/Instalment/other]

8 Form of Notes [Certificated Notes/Uncertificated Notes]

9 Automatic/Optional Conversion from [insert details including date forone Interest/Payment Basis to conversion]another

10 issue Date N]

11 Business Centre

12 Additional Business Centre (@]

13 Principal Amount per Note (o]

14 Specified Denomination (e]

15 Issue Price (e]

16 Interest Commencement Date

17 Redemption Date (e]

18 Specified Currency [@]

19 Applicable Business Day Convention [Floating Rate Business Day/FollowingBusiness Day/Modified FoDlowing BusinessDay/Preceding Business Day/otherconvention — insert details]

20 Calculation Agent [•]

21 Specified office of the CalculationAgent

22 Paying Agent [®]

23 Specified office of the Paying Agent (o]

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83

24 Transfer Agent

25 Specified office of the Transfer Agent

26 Settlement Agent

27 Specified Office of the SettlementAgent

28 Final Redemption Amount

FIXED RATE NOTES

29 (a) Fixed Interest Rate(s)

(b) Interest Payment Date(s)

(c) Initial Broken Amount

(d) Final broken Amount

(e) Any other terms relating to theparticular method ofcalculating interest

NG RATE NOTES

Interest Payment Date(s)

Interest Period(s)

Definitions of Business Day (ifdifferent from that set out inCondition 1)

(d) Interest Rate(s)

(e) Minimum Interest Rate

(f) Maximum Interest Rate

(g) Other terms relating to themethod of calculating interest(e.g., Day Count Fraction,rounding up provision, ifdifferent from Condition 8.2)

31 Manner in which the Interest Rate isto be determined

32 Margin

[,][@3

[@]

[@]

[0]

[o] percent per annum [payableannually/semi-annually/ quarterly] inarrear

[Dates/Periods]

[@3

[@3

[@]

FLOATI

30 (a)

(b)

(c)

[Dates/Periods]

[s]

[e]

[s] percent

[e] percent

[.] percent

[s]

[ISDA Determination/Screen RateDetermination/other (insert details)]

[(+1-) o percent to be added to/subtractedfrom the relevant (ISDA Rate/ReferenceRate)]

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33 If ISDA Determination

(a) Floating Rate [s]

(b) Floating Rate Option [s]

(b) Designated Maturity [s]

(c) Reset Date(s) [s]

34 If Screen Determination

(a) Reference Rate (including [e.g. ZAR-JIBAR-SAFEX]relevant period by reference towhich the Interest Rate is tobe calculated)

(b) Interest Determination Date(s) [s]

(c) Relevant Screen Page andReference Code

35 If Interest Rate to be calculatedotherwise than by reference to 33 or34 above, insert basis fordetermining Interest Rate/Margin/Fallback provisions

36 If different from the Calculation [s]Agent, agent responsible forcalculating amount of principal andinterest

MIXED RATE NOTES

37 Period(s) during which the interestrate for the Mixed Rate Notes will be(as applicable) that for -

(a) Fixed Rate Notes [s]

(b) Floating Rate Notes Es]

(c) Indexed Notes [s]

(d) Other Notes [s]

ZERO COUPON NOTES

38 (a) Implied Yield [s] percent [naca] [nacs]

[nacm] [nacq] [other method ofcompounding]

(b) Reference Price [s]

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(c) Any other formula or basis for (s]determining amount(s)payable

INDEXED NOTES

39 (a) Type of Indexed Notes [Indexed Interest Notes/IndexedRedemption Amount Notes]

(b) Name, code and currency ofIndex (if applicable)

(c) Index/Formula by reference to [e]which Interest Rate/InterestAmount (delete as applicable)is to be determined

(d) Manner in which the Interest [@]Rate/Interest Amount (deleteas applicable) is to bedetermined

(e) Interest Payment Date(s) [e]

(f) Index Calculator (if applicable) [.]or Calculation Agent (ifdifferent from [@])

(g) Index Sponsor (if applicable)

(h) Provisions where calculation byreference to Index and/orFormula is impossible orimpracticable

(i) Reference CPI or CPI [•](j) base CPI [s]

(k) CPI Adjustment N]

(h) Interest Amount [o]

(i) Index delay and disruption [a]event provisions

(I) Website in respect of [a]availability of Index groundrules document (if applicable)

(m) List of indices underlying the [a]Index (if applicable)

(n) Website in respect of which [a]indices are published (ifapp Ii cable)

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OTHER NOTES

40 If the Notes are not Fixed Rate [e]Notes, Floating Rate Notes, MixedRate Notes, Zero Coupon Notes orIndexed Notes, or if the Notes are acombination of any of the aforegoing,set out the relevant description andany additional Terms and Conditionsrelating to such Notes

PROVISIONS REGARDINGREDEMPTION! MATURITY

41 Issuer's Optional Redemption - [Yes/No]

if yes -

(a) Optional Redemption Date(s)

(b) Optional Redemption [s]Amount(s) and method, if any,of calculation of suchamount(s)

(c) Minimum Period of Notice (ifdifferent to Condition 103)

(d) If redeemable in part -

Minimum RedemptionAmount(s)

Higher Redemption Amount(s) [s]

(e) Other terms applicable on [.]Redemption

42 Redemption at the option of the [Yes/No]Noteholders -

if yes -

(a) Optional Redemption Date(s) [s]

(b) Optional Redemption [.]Amount(s) and method, if any,of calculation of suchamount(s)

(c) Minimum period of notice (if [o]different to Condition 10.4)

(d) If redeemable in part -

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Minimum RedemptionAmount(s)

Higher Redemption Amount(s) [e]

(e) Other terms applicable onRedemption

(f) Attach pro forma put notice(s)

43 Early Redemption Amount(s) payableon redemption for taxation reasonsor on Event of Default

44 Early Redemption Amount(s) payableon redemption for a Credit RatingEvent

45 Early Redemption Amount(s) payableon redemption following a ListingEvent

GENERAL

46 [Description of the amortisation of N]Notes]

47 Additional selling restrictions

(a) International SecuritiesNumbering (ISIN)

(b) Stock Code [®]

48 Financial Exchange [JSE] or [e], being such other financialexchange on which the Notes may be listedor in terms of any law

49 If syndicated, names of Syndication [a]Managers

50 Credit Rating assigned to Notes or [a]the Issuer as at the Issue Date (ifany)

51 Date of issue of Credit Rating [a]

52 Date of review of Credit Rating [a]

53 Rating Agency [a]

54 Governing raw (if the raws of South [a]Africa are not applicable)


55 Use of proceeds

56 Last Day to Register [s] or [.] which shall mean that theRegister will be closed from each Last Dayto Register to the next appUcable PaymentDay or [10] days prior to the actualredemption date

57 Books Closed Period [s]

58 Stabilisation Manager (if any)

59 Method of distribution [Public auction / private placement]

60 Other provisions [,]DISCLOSURE IN RESPECT OF INDEXED NOTES (if applicable)

As at the date of this Applicable Pricing Supplement, the Issuer confirms that -

61 Any changes to the Index methodology will be published on SENS andcommunicated to the JSE.

62 Any changes to the ground rules document will be published on the IndexCalculator's website,

63 The level of each Index will be published [daily]/[monthly] and will be available onthe Index Calculator's website.

DISCLOSURE REQUIREMENTS IN TERMS OF PARAGRAPH 3(5) OF THECOMMERCIAL PAPER REGULATIONS

As at the date of this Applicable Pricing Supplement -

64 Paragraph 3(5)(a)

The ultimate borrower is the Issuer.

65 Paragraph 3(5)(b)

The Issuer is a going concern and can in an circumstances be reasonably expectedto meet its commitments under the Notes.

66 Paragraph 3(5)(c)

The auditor of the Issuer is the Auditor General.

67 Paragraph 3(5)(d)

(i) As at the date of this issue -

(U) the Issuer has [not issued any]/[issued ZAR[s],000,000] commercial paper;and

(U) to the best of the Issuer's knowledge and belief, the Issuer estimates to issueZAR[s],000,000 of commercial paper during the current financial year, ending

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[date].

68 Paragraph 3(5)(e)

Prospective investors in the Notes are to consider this Applicable PricingSupplement(s), the Programme Memorandum and the documents and informationincorporated therein by reference in order to ascertain the nature of the financialand commercial risks of an investment in the Notes. In addition, prospectiveinvestors in the Notes are to consider the latest audited financial statements of theIssuer which are incorporated into the Programme Memorandum by reference andwhich accompany this document or may be requested from the Issuer.

69 Paragraph 3(5)(f)

There has been no material adverse change in the Issuer's financial position sincethe date of its last audited financial statements.

70 Paragraph 3(5)(g)

The Notes issued will be listed,

71 Paragraph 3(5)(h)

The funds to be raised through the issue of the Notes are to be used by the Issuerfor its [general corporate purposes[/[funding of its business operations]/[other].

72 Paragraph 3(5)0)

The obligations of the Issuer in respect of the Notes are unsecured but guaranteedby the Guarantor.

73 Paragraph 3(5)0)

The Auditor General, the statutory auditors of the Issuer, have confirmed thatnothing has come to their attention to indicate that this issue of Notes issued underthe Programme will not comply in all respects with the relevant provisions of theCommercial Paper Regulations.

[Application [is hereby] made to list this issue of Notes [on [insert date]].

SIGNED at

________________________

this

_______

day of

______________________

20

For and on behalf of

THE SOUTH AFRICAN NATIONAL ROADS AGENCY SOC LIMITED

Name: Name: [.]

Capacity: N] Capacity: [e]

who warrants his/her authority hereto who warrants his/her authority hereto

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USE OF PROCEEDS

Words used in this section headed Use of Proceeds shall bear the same meanings asdefined in the section headed 'Terms and Conditions of the Notes", except to the extentthat they are separately defined in this section or this is clearly inappropriate from thecon text.

For the purposes of the Commercial Paper Regulations, t is recorded that the "UltimateBorrower" as defined in the Commercial Paper Regulations, of the net proceeds fromeach Tranche of Notes will be the Issuer unless otherwise indicated in the ApplicablePricing Supplement(s).

The net proceeds to the Issuer from the issue of the Notes will be applied by the Issuerfor the •funding of its Toll Business (including the Gauteng Freeway ImprovementScheme as more fully described in the section headed "Description of The South AfricanNational Roads Agency SOC Limited") or for such other purposes as described in theApplicable Pricing Supplement(s) but not for purposes of funding the Issuer's non-tollingoperations.


SETTLEMENT, CLEARING AND TRANSFERS

Words used in this section headed "Settlement, Clearing and Transfers" shall bear thesame meanings as defined in the section headed "Terms and Conditions of the Notes",except to the extent that they are separately defined in this section or this is c/earlyinappropriate from the context.

Uncertificated Notes

Uncertificated Notes listed on the Relevant Financial Exchange will be registered in thename, and for the account of, the holder of Notes as reflected in the securities accountof the Central Securities Depository or the Central Securities Depository Participants.

Uncertificated Notes listed on the Relevant Financial Exchange, when issued, will adhereto the recognised and standardised electronic clearing and settlement proceduresoperated within the JSE.

The Central Securities Depository holds Uncertificated Notes subject to the FinancialMarkets Act and the Rules of the Central Securities Depository.

The Central Securities Depository maintains accounts only for the Central SecuritiesDepository Participants who are also approved Settlement Agents of the RelevantFinancial Exchange. As at the date of this Programme Memorandum, the SettlementAgents are the South African Reserve Bank, Citibank N.A., South Africa branch,FirstRand Bank Limited, Nedbank Limited, Standard Chartered Bank, Johannesburgbranch, Societe Générale, Johannesburg branch and The Standard Bank of South AfricaLimited. The Central Securities Depository Participants are in turn required to maintainsecurities accounts for their clients. The clients of Central Securities DepositoryParticipants, as the holders of Beneficial Interests or as custodians for such holders, mayexercise their rights in respect of the Notes held by them in the Central SecuritiesDepository only through the Central Securities Depository Participants. Euroclear BankSA/N.V., as operator of the Euroclear System and Clearstream Banking société anonymewill settle off-shore transfers in the Notes through their Central Securities DepositoryParticipant which is currently The Standard Bank of South Africa Limited.

Transfers of Beneficial Interests in the Central Securities Depository to and from clientsof Central Securities Depository Participants, who are also Settlement Agents, occur byelectronic book entry in the securities accounts of the clients with Settlement Agents.Transfers among Central Securities Depository Participants of Notes held in the CentralSecurities Depository are freely transferable and occur through electronic book entry inthe Central Securities Depository Participant's central security accounts with the CentralSecurities Depository. Beneficial Interests may be transferred only in accordance withApplicable Procedures.

Beneficial Interests in Notes may be exchanged for Individual Certificates in accordancewith the Terms and Conditions. Transfers of Notes represented by an IndividualCertificate may be made only in accordance with the Terms and Conditions.

Payments of interest and principal in respect of Uncertificated Notes held in the CentralSecurities Depository will be made in accordance with Condition 9 of the Terms andConditions to the Central Securities Depository, or such other registered holder of theUncertificated Notes, as shown in the Register and the Issuer will be discharged byproper payment to, or to the order of the registered holder of the Uncertificated Notes inrespect of each amount so paid. Each of the persons shown in the records of the CentralSecurities Depository and the Central Securities Depository Participants as the holders of


beneficial Interests shall look to the Central Securities Depository or the CentralSecurities Depository Participant, as the case may be, for such person's shares of suchpayment so made by the Issuer to, or to the order of, the registered holder of suchUncertificated Notes.

Certificated Notes

All Notes not being Uncertuficated Notes shall be issued in definitive form andrepresented by Individual Certificates.

Title to Certificated Notes issued in definitive form will pass upon registration of transferin the Register. The Issuer shall regard the Register as a conclusive record of title to theCertificated Notes.

Payments of interest and principal in respect of Individual Certificates will be made toNoteholders in accordance with Condition 9 of the Terms and Conditions.

Programme Memorandum_Executionf#4960980v1 9330072018

SOUTH AFRICAN TAXATION

Words used in this section headed South African Taxation shall bear the samemeanings as defined in the section headed Terms and Conditions of the Notes', exceptto the extent that they are separately defined in this section or this is c/earlyinappropriate from the context.

The information contained be/ow is intended to be a general guide to the relevant taxlaws of South Africa as at the date of this Programme Memorandum and is not intendedas comprehensive advice and does not purport to describe all of the considerations thatmay be relevant to a prospective purchaser of Notes. Prospective purchasers of Notesshould consult their own professional advisors in regard to the purchase of Notes and thetax implications thereof. Accordingly, the Issuer makes no representation and gives nowarranty or undertaking, express or implied, and accepts no responsibility for theaccuracy or completeness of the information contained in this section. The informationcontained below sets out guidelines on the current position regarding South Africantaxation for taxpayers who hold the Notes as capital assets. Traders in these Notesshould consult their own advisors.

1 SECURITIES TRANSFER TAX

No securities transfer tax will be payable, in terms of the Securities Transfer TaxAct, 2007 ("STT Act"), in respect of either the issue, subsequent transfer and/orredemption of the Notes on the basis that the Notes do not constitute a "secunty"as defined in section 1 of the SiT Act.

2 TAX

No value-added tax ("VAT") is payable on the issue or transfer of the Notes as theNotes constitute "debt securities" as defined in section 2(2)(iii) of the Value AddedTax Act, 89 of 1991 (the "VAT Act"). The issue, allotment, drawing, acceptance,endorsement or transfer of ownership of a debt security is deemed to be a financialservice in terms of section 2(1)(c) of the VAT Act, which financial service is exemptfrom VAT in terms of section 12(a) of the VAT Act.

Commissions, fees or similar charges raised for the facilitation of these services willbe subject to VAT at the standard rate (currently l5%), except where the recipientis a non-resident for tax purposes, in which case a zero rate may apply.

3 INCOME TAX

3.1 Under current taxation law effective in South Africa as at the date of thisProgramme Memorandum ("SA Tax Law") —

3.1.1 a person who is tax resident in South Africa (being a "resident" as suchterm is defined in section 1, and hereinafter referred to as a

"SA resident") will pay income tax on their worldwide income. As such, aNoteholder who is a SA resident will generally pay income tax on allinterest accruing in respect of the Notes, subject to any availableallowances, deductions or exemptions.

3.1.2 a person other than a SA resident ("Non-resident") is liable for incometax in South Africa in relation to all amounts accrued to them from aSouth African source. As the interest on the Notes are, in terms of SA TaxLaw, deemed to be from a South African source, a Non-resident will be


subject to South African income tax on such interest unless it qualifies forthe exemption in section 10(1)(h) (the InterestExemption"). In terms of the Non-resident Interest Exemption, interestaccruing to a Noteholder who is a Non-resident will be exempt fromincome tax in South Africa, unless such Non-resident Noteholder is —

31.2.1 a natural person who was physically present in South Africa for aperiod exceeding 183 days in aggregate during the 12-month periodpreceding the date on which interest is received by, or accrues tothat person; or

31,2,2 the debt (being the Note) from which the interest arises is effectivelyconnected to a permanent establishment of that person in SouthAfrica.

If a Non-resident Noteholder does not qualify for the Non-residentInterest Exemption, relief from the South African tax liability (i.e. anexemption or reduction) may be available under an applicable doubletaxation agreement ("DTA").

3,1.3 In general, any Non-resident Noteholder which falls within the definitionof a "foreign company" in section 1 and in respect of which SA residents,directly or indirectly, hold more than SO% of the "participation rights" (asdefined in section 9D(1)) or can exercise, directly or indirectly, more thanSO% of the voting rights in that foreign company will constitute a"controlled foreign company" (as such term is defined in section 9D(1),and hereinafter referred to as a "CFC") In terms of section 90, a

proportionate amount of the "net income" (as contemplated for purposesof section 9D) of the CFC will be included in the income of such SAresident shareholder, subject to certain exclusions.

3.2 As the South African ("SA") tax implications for Noteholders will depend, to alarge extent, on the tax residence status of a Noteholder, including whether aNon-resident Noteholder constitutes a CFC, Noteholders are advised to consulttheir own professional advisors as to their residency and CFC status under SATax Law.

3.3 Section 24J provides for certain amounts to be treated as interest for SA taxpurposes and regulates the accrual and incurral of interest. Under section 24Jany discount or premium to the face value of the Notes is treated as interestand deemed to accrue to the Noteholder on a day-to-day basis until maturityor until such time as such Noteholder disposes of its beneficial interest in theNote. The day-to-day accrual for purposes of section 24J is determined bycalculating the "yield to maturity" in accordance with the provisions ofsection 24J.

3.4 Section 10(1)0) provides for certain amounts of interest accruing to SAresidents who are natural persons to be exempt from SA tax.

3.5 A Noteholder falling within the definition of a "covered person" in section 2438will be subject to tax on the Notes in accordance with the provisions ofsection 24iB and not on the aforementioned yield-to-maturity basis andNoteholders are advised to seek advice as to whether these provisions apply tothem.

3.6 Section 8FA provides for the reclassification of interest paid in relation to,amongst others, subordinated debt. Interest payable under the Notes are

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excluded from the ambit of section 8FA by virtue of the provisions ofsection 8FA(3)(c)(ii).

3.7 To the extent that any subsequent disposal of the Notes by a Noteholder givesrise to a gain or loss, the normal principles should be appUed to determinewhether such gain or loss should be treated as an income or capital gain orloss for purposes of the Income Tax Act. Capital gains or losses on the disposalof Notes by Noteholders who are SA residents will be subject to the capitalgains tax provisions in the Eighth Schedule to the Income Tax Act. Noteholdersare advised to consult their professional advisors as to whether a disposal ofNotes will give rise to a capital gains tax liability.

3,8 Noteholders who are not tax resident in South Africa will generally not besubject to capital gains tax on the disposal of Notes unless the Notes arecapital assets attributable to a permanent establishment of such Non-residentlocated in South Africa.

For SA resident Noteholders who hold the Notes for speculative purposes, profitsnot already forming part of interest in accordance with the provisions of section 24]will be subject to income tax. Non-resident Noteholders who derive these profits inrelation to the Notes from a SA source, wil also be subject to income tax in SA onsuch profits, subject to allowances, deductions and/or relief under a relevant DTA.

4 WITHHOLDING TAX ON INTEREST

From 1 March 2015, a withholding tax on interest, calculated at a rate of 15% onthe amount of any interest paid to Non-resident Noteholders on or after that datewill apply, subject to any available DTA relief and provided the interest is notsubject to normal tax in terms of the rules explained above. Interest on Notes thatare listed on the Interest Rate Market of the JSE will, however, be exempt from thewithholding tax on interest. Any interest paid to a CFC and which interest wassubject to the withholding tax on interest will not be taken into account indetermining the "net income" of such CFC.


SUBSCRIPTION AND SALE

Words used in this section headed "Subscription and Safe" shall bear the same meaningsas defined in the section headed "Terms and Conditions of the Notes", except to theextent that they are separately defined in this section or this is clearly inappropriatefrom the con text.

The Notes will be distributed by the Dealer and/or any person appointed as dealer by theIssuer in terms of the Programme Agreement.

Republic of South Africa

The Issuer and each Dealer have represented and agreed that they will not (i) offerNotes for subscription, (H) solicit any offers for subscription for or sale of the Notes incontravention of the Companies Act, the Banks Act, 1990, Exchange Control Regulationsand/or any other applicable laws and regulations of South Africa in force from time totime.

United States of America

The Notes have not been and will not be registered under the United States SecuritiesAct of 1933 (the "Securities Act") and may not be offered or sold within the UnitedStates or to, or for the account of or benefit of, US persons except in certain transactionsexempt from the registration requirements of the Securities Act. Terms used in thisparagraph have the meanings given to them by Regulation S under the Securities Act.

If the Notes are in bearer form they are subject to the United States tax requirementsand may not be offered, sold or delivered within the United States or its possessions toas U.S. person, except in certain transactions, permitted by the United States InternalRevenue Code of 1986 and the Regulations thereunder.

The Issuer and the Dealer agrees that they will not offer, sell or deliver any Notes withinthe United States or to, or for the account or benefit of, U.S. persons.

United Kingdom

Each Dealer has represented, warranted and undertakes to the Issuer, inter alia, andeach further Dealer appointed under the Programme will be required to represent,warrant and undertake, that -

(a) in relation to any Notes which have a maturity of less than one year, (i) it is aperson whose ordinary activities involve it in acquiring, holding, managing ordisposing of investments (as principal or agent) for the purposes of its businessand (ii) it has not offered or sold and will not offer or sell any Notes other thanto persons whose ordinary activities involve them in acquiring, holding,managing or disposing of investments (as principal or as agent) for the purposesof their businesses or who it is reasonable to expect will acquire, hold, manageor dispose of investments (as principal or agent) for the purposes of theirbusinesses where the issue of the Notes would otherwise constitute a

contravention of section 90 of the Financial Services and Markets Act, 2000("FSMA") by the Issuer;

(b) it has only communicated or caused to be communicated and will onlycommunicate or cause to be communicated an invitation or inducement toengage in investment activity (within the meaning of section 21 of the FSMA)


received by it in connection with the issue or sale of any Notes in circumstancesin which section 21(1) of the FSMA does not apply to the Issuer; and

(c) it has complied and will comply with all applicable provisions of the FSMA withrespect to anything done by it in relation to the Notes in, from or otherwiseinvolving the United Kingdom.

European Economic Area

In relation to each Member State of the European Economic Area which has implementedthe Prospectus Directive (each, a "Relevant Member State"), each Dealer hasrepresented and agreed, and each further Dealer appointed under the Programme will berequired to represent and agree that, with effect from and including the date on whichthe Prospectus Directive is implemented in that Relevant Member State (the "RelevantImplementation Date") it has not made and will not make an offer of Notes to thepubhc in that Relevant Member State except that it may, with effect from and includingthe Relevant Implementation Date, make an offer of Notes to the public in that RelevantMember State -

(a) in (or in Germany, where the offer stats within) the period beginning on thedate of publication of a prospectus in relation to those Notes which prospectushas been approved by the competent authority in that Relevant Member Stateor, where appropriate, published in another Relevant Member State and notifiedto the competent authority in that Relevant Member State, all in accordancewith Article 18 of the Prospectus Directive and ending on the date which is12 months after the date of such publication;

(b) at any time to legal entities which are authorised or regulated to operate in thefinancial markets or, if not so are authorised or regulated, whose corporatepurpose is solely to invest in securities;

(c) at any time to any entity which has two or more of (i) an average of at least 250employees during the last financial year; (H) a total balance sheet of more than€43,000,000; and (Hi) an annual net turnover of more than €50,000,000 asshow in its last annual or consolidated accounts; or

(d) at any time in any other circumstances which do not require the publication bythe Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive,

provided that no such offer of Notes referred to in (b) and (d) above shall require theIssuer or Dealer to publish a prospectus pursuant to Article 3 of the Prospective Directiveor supplement a prospectus pursuant to Article 16 of the Prospective Directive.

For purposes of this provision, the expression an "offer of Notes to the pub/ic" in relationto any Notes in any Relevant Member State means the communication in any form andby any means of sufficient information on the terms of the offer and the Notes to beoffered so as to enable an investor to decide to purchase or subscribe for the Notes, asthe same may be varied in that Member State by any measure implementing theProspectus Directive in that Member State and the expression "Prospectus Directive"means Directive 2003/71/EC as amended, superseded or re-instated and includes anyrelevant implementing measure in each Relevant Member State.

General

The Arranger has agreed that it will (to the best of its knowledge and belief) comply withall applicable securities laws and regulations in force in each jurisdiction in which itpurchases, subscribes or procures subscriptions for, offer or sells Notes or has in its


possession or distributes the Programme Memorandum and will obtain any consent,approval or permission required by it for the purchase, subscription, offer or sale by it ofits Notes under the laws and regulations in force in any jurisdiction to which it is subjector in which it makes such purchases subscriptions, offers or sales.

Neither the Issuer, the Guarantor nor the Dealer represents that Notes may at any timelawfully be sold in compliance with any applicable registration or other requirements inany jurisdiction, or pursuant to any exemption available thereunder or assumes anyresponsibility for facilitating such sale.


SOUTH AFRICAN EXCHANGE CONTROL

Words used in this section headed "South African Exchange Control" shall bear the samemeanings as defined in the section headed "Terms and Conditions of the Notes", exceptto the extent that they are separately defined in this section or this is clearlyinappropriate from the context.

The comments below are intended as a general guide to the current position under theExchange Control Regulations, 1961 as promulgated under the Currency and ExchangesAct, 1933, as amended, (the "Regulations") and are not a comprehensive statement ofthe Regulations. The information below is not intended as advice and it does not purportto describe all of the considerations that may be relevant to a prospective subscriber for,or purchaser of any Notes. Prospective subscribers for, or purchasers of any Notes whoare non-South African residents or who are emigrants from the Common Monetary Areaare urged to seek further professional advice in regard to the subscription for, orpurchase of any Notes.

Non-South African Resident Noteholders and Emigrants from the CommonMonetary Area

Dealings in the Notes and the performance by the Issuer of its obligations under theNotes may be subject to the Regulations.

Blocked Rand

Blocked Rand may be used for the subscription for or purchase of Notes. Any amountspayable by the Issuer in respect of the Notes subscribed for or purchased with BlockedRand may not, in terms of the Regulations, be remitted out of South Africa or paid intoany non-South African bank account.

Emigrants from the Common Monetary Area

Any individual Certificates issued to Noteholders who are non-residents from theCommon Monetary Area will be endorsed "non-resident". Such restrictively endorsedindividual Certificates will be deposited with an authorised foreign exchange dealercontrolling such emigrant's blocked assets.

In the event that a Beneficial Interest in Notes is held by an emigrant from the CommonMonetary Area through the Central Securities Depository and its relevant Participants,the securities account of such emigrant will be designated as an "emigrant" account. Allpayments in respect of subscriptions for Notes by an emigrant from the CommonMonetary Area, using Blocked Rand, must be made through an authorised foreignexchange dealer controlling such emigrant's blocked assets.

Any payments of interest and/or principal due to an emigrant Noteholder will bedeposited into such emigrant's Blocked Rand account, as maintained by an authorisedforeign exchange dealer. Interest payments are freely transferable and may be creditedto the emigrant's non-resident Rand account. Payments in respect of principal are notfreely transferable and will be credited to the emigrant's blocked Rand account.

Non-residents of the Common Monetary Area

Any individual Certificates issued to Noteholders who are not resident in the CommonMonetary Area will be endorsed "non-resident". In the event that a Beneficial Interest inNotes is held by a non-resident of the Common Monetary Area through the Central

Programme Memorandum Execution/#4960g80v1 10030072018

Securities Depository and its relevant Participants, the securities account of suchNoteholder wifl be designated as a "non-resident' account.

It wifl be incumbent on any such non-resident to instruct the non-resident's nominatedor authorised in foreign exchange as to how any funds due to such non-residentin respect of Notes are to be dealt with. Such funds may, in terms of the Regulations, beremitted abroad only if the relevant Notes are acquired with foreign currency introducedinto South Africa and provided that the relevant Certificate or securiUes account isdesignated "non-resident".

For the purposes of these paragraphs —

(a) the Common Monetary Area comprises South Africa, the Republic of Namibia,the Kingdom of Lesotho and the Kingdom of Swaziland; and

(b) blocked Rand means funds which may not be remitted out of South Africa orpaid into a non-South African resident's bank account. The relevant legislationrelating to blocked Rand is the Regulations.

Exchange Contr& Approval

Approval in terms of the Regulations is not required for the subscription or purchase ofNotes.


GENERAL INFORMATION

Words used in this section headed "General Information" shall bear the same meaningsas defined in the section headed "Terms and Conditions of the Notes", except to theextent that they are separately defined in this section or this is clearly inappropriatefrom the context.

Authorisation

All consents, approvals, authorisations or other orders of all regulatory authoritiesrequired by the Issuer under the aws of the Republic of South Africa have been given forthe establishment of the Programme and the issue of Notes and for the Issuer and theGuarantor, to undertake and perform their respective obligations under the Notes, theProgramme Memorandum and the Guarantee. The establishment of the Programme andthe issue of Notes thereunder has been authorised by the Minister of Transport andapproved by the Minister of Finance in terms of section 33(2)(a) of the SANRAL Act. Asrequired by section 66(3) of the Public Finance Management Act, 1999, theestablishment of the Programme and the issue of Notes thereunder, is authorised by aresolution of the board of directors of the Issuer. The Minister of Finance has approvedthe establishment of the Programme and the issue of Notes thereunder. The issue of theGuarantee has been authorised by the Minister of Transport and approved by theMinister of Finance pursuant to a letter addressed by the Minister of Finance to theMinister of Transport dated on or about 15 September 2017.

As at the date of this Programme Memorandum, no approval from the FinancialSurveillance Department of the South African Reserve Bank is required for the issuanceof Notes under the Programme or this Programme Memorandum.

Listing

The Programme has been registered with the Interest Rate Market of the JSE. Notesissued under the Programme may be listed on the Interest Rate Market of the JSE or theRelevant Financial Exchange. Unlisted Notes may not be issued under the Programme.

Documents

So long as Notes are in issue under the Programme, copies of the documentsincorporated under the section headed "Documents Incorporated by Reference!! will,when published, be available from the registered office of the Issuer as set out at theend of this Programme Memorandum. This Programme Memorandum, together with anysupplement and/or amendment thereto and the Applicable Pricing Supplements for listedNotes will also be available on the Issuer's website at http -//www.nra.co.za. In addition,this Programme Memorandum together with any supplement and/or amendment theretoand the Applicable Pricing Supplements for listed Notes will be filed with the JSE whichwill publish such documents on its website at http -//www.ise.co.za. Copies of theaudited financial statements, annual financial report, Issuer's constitutional documentand the Guarantee are also available on the Issuer's website.

Clearing Systems

The Notes listed on the Interest Rate Market of the JSE will be cleared and settled inaccordance with the rules of the Interest Rate Market of the JSE and the CentralSecurities Depository, or their successors. The Notes may also be accepted for clearancethrough any additional clearing system as may be selected by the Issuer.

Memonndunt6xecutlcnf*49609$Oyt 10230072018

Settlement Agents

As at the date of this Programme Memorandum, the JSE recognised Settlement Agents,who are also Central Securities Depository Participants, are the South African ReserveBank, Societe Générale, )ohannesburg branch, , Citibank N.A3, South African branch,Standard Chartered Bank, Johannesburg branch, FlrstRand Bank Limited, NedbankLimited and The Standard Bank of South Africa Limited. Euroclear Bank S.A./N.V., asoperator of the Euroclear System and Clearstream Banking soclété anonyme will settleoffshore transfers through South African Settlement Agents.

Material Change

As at the date of this Programme Memorandum, and after due and careful enquiry, therehas been no material change in the financial or trading conditions of the Issuer since thedate of its latest audited financial statements to the date of the ProgrammeMemorandum. As at the date of this Programme Memorandum, there has been noinvolvement by the Auditor General in making the aforementioned statement.

Conunerdal Paper Regulations

in relation to each issue of Notes under the Programme, Information, In addition to thatdescribed elsewhere In this Programme Memorandum, required to be disclosed In termsof paragraph 3(5) of the Commercial Paper Regulations will be set out in each ApplicablePricing Supplement(s).

Litigation

SANRAL has, in terms of sectIon 30 of the SANRAL Act, instituted legal proceedings torecover outstandIng tolls from the road users of the GFIP. These proceedings, In manyinstances are being opposed with the assistance of public Interest groups who contendthat tolling Is unlawful. Their defence is based on a continued challenge against thedecisions taken and which enable tolling. These defences should be heard In court during2018/2019.

Auditors

The Auditor General has acted as the auditor of the financial statements of the issuerand the Guarantor for the financial years endIng 31 March 2015, 31 March 2016 and31 March 2017, in respect of these years, issued unqualified audit reports in respect ofthe Issuer.

signed at pc.ercn2—sk on this 13 day of AUGUST 2018

For and on behalf of:

THE SOUTH AFRICAN NATIONAL ROADS AGENCY SOC LIMITED

Name: Pt4,4tawM* Name:CapacIty: Off KeC Capacity:who warrants his/her authority hereto who warrants hIs/her authority hereto

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ISSUER

The South African National Roads Agency SOC Limited(Registration number 1998/009584/30)

48 Tambotie AvenueVal de Grace, Pretoria, 0184

Contact: MrS Macozoma

ARRANGER

Nedbank Limited, acting through its Nedbank Corporate and Investment Bankingdivision

(Registration Number 1951/000009/06)135 Rivonia RoadSandton, 2196

Contact: Mr Bruce Stewart

PAYING AGENT AND CALCULATION AGENT

Absa Bank Limited, acting through its Corporate and Investment Banking division(Registration Number 1986/004794/06)

15 Alice LaneSandown, Sandton, 2196

Contact: Ms Prasheen Jaganath, Head of SPV Management Services

TRANSFER AGENT

Computershare Investor Services Proprietary Limited(Registration number 1998/009584/06)

jst Floor, Rosebank Towers15 Biermann Avenue

RosebankContact: Ms Lindiwe Mvelase — Legal

DEALER

Nedbank Limited, acting through its Nedbank Corporate and Investment Bankingdivision

(Registration Number 1951/000009/06)135 Rivonia Road

Sandton, 2196Contact: Mr Bruce Stewart

LEGAL ADVISORS TO THE ISSUER, ARRANGER AND DEALER

Werksmans Inc.(Registration Number 1990/007215/21)

155 — 5th StreetSandown, Sandton, 2196

Contact: Mr C Moraitis/Ms T L Janse van Rensburg

Programme rvlemorandumoxecutlon/#4960980v1 10430072018

AUDITORS TO THE ISSUER

Auditor General300 Middel StreetNew Muckleneuk

Pretoria, 0001

DEBT SPONSOR

One Capital Sponsor Services (Proprietary) Limited(Registration Number 2000/023249/07)

17 Fricker RoadIllovo2196

Contact: Mr S Simpson/Ms T Carter

GUARANTOR

The Government of the Republic of South Africac/o The National Treasury

240 Vermeulen StreetPretoria, 0001

Contact: The Deputy-General: Asset and Liability Management

and

do The Department of TransportForum Building

159 Struben StreetPretoria, 0001

Contact: The Director General: Department of Transport

the issue of notes (the Notes) thereunder from time to ... · the Programme from time to time,...

Documents

Transcript of the issue of notes (the Notes) thereunder from time to ... · the Programme from time to time,...