the issue of notes (the "Notes") thereunder from time to time. Pursuant to the

Transcription

1 TJVR/TJVR /SOUT Programme Memorandum_Execution/# v1 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 Agency Limited and National Roads Act, 1998) (as Issuer) guaranteed by THE GOVERNMENT OF THE REPUBLIC OF SOUTH AFRICA (as Guarantor) ZAR3 1,9 10,000,000 Domestic Medium Term Note Programme On 30 July 2009 a domestic medium term note programme (the "Programme"), was established by The South African National Roads Agency SOC Limited (the "Issuer") for the issue of notes (the "Notes") thereunder from time to time. Pursuant to the Programme, the Issuer issued a programme memorandum dated 30 July 2009 (the "Initial Programme Memorandum"). The Issuer amended certain provisions of the Initial Programme Memorandum pursuant to an amended and restated programme memorandum dated 14 April 2014 (the "Previous Programme Memorandum"). The Issuer wishes to further update the Previous Programme Memorandum and accordingly wishes to enter into this amended and restated Programme Memorandum ("Programme Memorandum"). With effect from the date of signature of this amended and restated Programme Memorandum, this amended and restated Programme Memorandum and the terms 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 in South 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 are applicable 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 to be issued, including the aggregate nominal amount of such Notes, interest (if any) Arranger Nedbank Limited, acting through its Nedbank Corporate and Investment Banking division Dealer Nedbank Limited, acting through its Nedbank Corporate and Investment Banking division Legal Advisor Werksmans Inc. Amended and Restated Programme Memorandum dated 13 August 2018

2 Programme Memorandum_Execudon/# v payable in respect of such Notes and the issue price of such Notes will also be set forth in the Applicable Pricing Supplement. The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed ZAR31,910,000,000 or such other limit as may apply to the Programme from time to time. The Government of the Republic of South Africa (the Guarantor") has guaranteed the obligations of the Issuer under the Notes and other financial instruments issued by the Tssuer of varying maturities of up to 25 years up to a maximum nominal amount of ZAR31,91O,000,000 (the "Guarantee"), as more fully described in the section of this Programme 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 other or further exchange(s) as may be determined by the Issuer and subject to any applicable law. Unlisted Notes may not be issued under the Programme. Subject to the debt listings requirements of the JSE and/or the requirements of any such other financial exchange(s) on which the Notes may be listed (the "Relevant Financial Exchange") or in terms of any law, the Applicable Pricing Supplement will be delivered to the Relevant Financial Exchange and the Central Securities Depository (defined under the section entitled "Form of Notes") before the date of issue of such Notes and the Notes may be traded by or through members of the Relevant Financial Exchange from the date specified in the Applicable Pricing Supplement(s). The Notes may be issued on a continuing basis and be placed by the Dealer and any additional dealer appointed under the Programme from time to time, which appointment may 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 not contemplated by the Terms and Conditions, in which case the Applicable Pricing Supplement(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 claim against the BESA Guarantee Fund Trust (in accordance with the rules of the BESA Guarantee Fund Trust) only if such Notes are traded by or through members of the JSE in accordance with the rules and operating procedures for the time being of the JSE and the Central Securities Depository. The holders of Notes that are not listed on the Interest Rate Market of the JSE will have no recourse against the JSE or the BESA Guarantee Fund Trust even if such Notes are settled through the electronic settlement procedures of the JSE and the Central Securities Depository.

3 Programme Memorandum Execution/# v1 3 Where any term is defined within the context of any particular clause or section in this Programme Memorandum, the term so defined, unless it is clear from the clause or section in question that the term so defined has limited application to the relevant clause or section, shall bear the meaning ascribed to it for all purposes in this Programme Memorandum, unless qualified by the terms and conditions of any particular Tranche of Notes (as defined in the Terms and Conditions) as set out in the Applicable Pricing Supplement or unless the context otherwise requires. Expressions defined in this Programme Memorandum shall bear the same meanings in supplements to this Programme Memorandum which do not themselves contain their own definitions, The Issuer certifies that to the best of its knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this Programme Memorandum read with each Applicable Pricing Supplement contains all the information required by law and the JSE Debt Listings Requirements. The Issuer accepts full responsibility for the information contained in this Programme Memorandum, the Applicable Pricing Supplements, its annual financial statements or annual financial reports, as the case may be, and any amendments to its annual financial statements or annual 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 Programme Memorandum, read together with each Applicable Pricing Supplement and the documents and information incorporated herein and therein by reference ("Supporting Documentation"), contains or incorporates all information which is material in the context of the issue and the offering of Notes, that the information contained or incorporated in this Programme Memorandum, read together with the Supporting Documentation, is true and accurate in all material respects and is not misleading, that the opinions and the intentions expressed in this Programme Memorandum, read together with the Supporting Documentation, are honestly held and that there are no other facts the omission of which would make this Programme Memorandum or any information or expression of any such opinions or intentions misleading, in any material respect. This Programme Memorandum and each Applicable Pricing Supplement is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see section entitled "Documents Incorporated by Reference"). This Programme Memorandum shall be read and construed on the basis that such documents are incorporated into and form part of this Programme Memorandum. Any reference in this section to the Programme Memorandum, shall be read and construed as including such documents incorporated by reference. The Arranger, the Dealer, the Debt Sponsor and other professional advisors named herein have not separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by the Arranger, the Dealer, the Debt Sponsor or other professional advisors named herein as to the accuracy or completeness of the information contained in this Programme Memorandum or any Applicable Pricing Supplement or any Supporting Documentation or any other information provided by the Issuer. The Arranger, the Dealer, the Debt Sponsor and other professional advisors named herein do not accept any liability in relation to the information contained in this Programme Memorandum or any Applicable Pricing Supplement or any Supporting Documentation or any other information provided by the Issuer in connection with the Programme.

4 Programme Nlemorandum_Execution/# v1 4 The JSE assumes no responsibility or liability of whatsoever nature for the correctness of any of the statements made or opinions expressed or information contained in or incorporated by reference into this Programme Memorandum and any Applicable Pricing Supplement. The admission of any Tranche of Notes to the list of debt securities maintained by the JSE and the listing of such Notes on the Interest Rate Market of the JSE is not to be taken as an indication of the merits of the Issuer or the Notes and, to the extent permitted by applicable law, the JSE will not be liable for any claim whatsoever. The JSE assumes no responsibility or liability of whatsoever nature for the contents of this Programme Memorandum or any Applicable Pricing Supplement or the Issuer's annual financial statements or annual financial report, as the case may be, or any Supporting Documentation incorporated by reference into this Programme Memorandum (as amended and restated from time to time) and the JSE makes no representation as to the accuracy or completeness of this Programme Memorandum or any Applicable Pricing Supplement, the Issuer's annual financial statement or annual financial report, as the case may be, or any Supporting Documentation incorporated by reference into this Programme Memorandum (as amended and restated from time to time). The JSE expressly disclaims any liability for any loss arising from or in reliance upon the whole or any part of this Programme Memorandum or any Applicable Pricing Supplement or the Issuer's annual financial statement or annual financial report, as the case may be, or any Supporting Documentation incorporated by reference into this Programme Memorandum (as amended and restated from time to time). No person has been authorised to give any information or to make any representation not contained in or not consistent with this Programme Memorandum, read together with the Supporting Documentation, or any other information supplied in connection with the Programme and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Arranger, the Dealer, the Debt Sponsor or the other professional advisors named herein. Neither this Programme Memorandum nor any other information supplied in connection with the Notes or the Programme is intended to provide a basis for any credit or other evaluation, or should be considered as a recommendation by the Issuer, the JSE, the Arranger, the Dealer or the Guarantor that any recipient of this Programme Memorandum 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 its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and the Guarantor and the terms of the offering and its own determination of the suitability of any such investment and any other factors which may be relevant to it in connection with such investment. Neither this Programme Memorandum, any Applicable Pricing Supplement nor any other information supplied in connection with the Notes or the Programme constitutes an offer or invitation by or on behalf of the Issuer, the Guarantor, the Arranger or any Dealer to any person to subscribe for or to purchase any Notes. This Programme Memorandum, all Applicable Pricing Supplements and all other documents and information supplied or distributed in connection with the Programme and/or the Notes do not constitute the rendering of financial or investment advice by the Issuer, the Guarantor, the Arranger, the Dealer or the other professional advisors named herein, but merely contains a description of certain facts relevant thereto. Neither the delivery of this Programme Memorandum nor any Applicable Pricing Supplement nor the offering, sale or delivery of any Note shall at any time imply that the information contained herein is correct at any time subsequent to the date hereof or thereof or that any other financial statements or other information supplied in connection with the Programme is correct as at any time subsequent to the date indicated in the

5 Progrdmme MemorandumExecution/# v1 5 document containing the same. The Arranger and the Dealer expressly do not undertake to review the financial condition or affairs of the Issuer or the Guarantor during the life of the Programme. Investors should review, among others, the most recent financial statements of the Issuer when deciding whether or not to subscribe for or purchase any Notes. Neither this Programme Memorandum nor any Applicable Pricing Supplement constitutes an offer to sell or the solicitation of an offer to buy or an invitation to subscribe for any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Programme Memorandum, any Applicable Pricing Supplement and the offer or sale of Notes may be restricted by law in certain jurisdictions. Persons into whose possession this Programme Memorandum, the Applicable Pricing Supplement or any Notes come must inform themselves about, and observe, any such restrictions. In particular, there are restrictions on the distribution of this Programme Memorandum and the offer or sale of Notes in the United States of America, the United Kingdom, the European Economic Area and the Republic of South None of the Issuer, the Guarantor, the Arranger, the Dealer, the Debt Sponsor or the other professional advisors named herein represent that this Programme Memorandum may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assumes any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Guarantor, the Arranger, the Dealer, the Debt Sponsor or the other professional advisors named herein which would permit a public offering of any Notes or distribution of this document in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Programme Memorandum nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. If and to the extent that this Programme Memorandum, any Applicable Pricing Supplement and the offer or sale of Notes is illegal in any jurisdiction, it is not made in such jurisdiction and is sent to persons in such jurisdiction for information purposes only. The Dealer has represented that all the offers and sales by it will be made in compliance with this prohibition. This Programme Memorandum is not for distribution, and does not constitute an 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 in which such an offer for sale or subscription would be unlawful or would require qualification or registration. Securities may not be offered in the United States of America without registration or an exemption from registration under the securities 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 Securities Act of 1933 (as amended) (the "Securities Act"). Notes may not be offered, sold or delivered within the United States of America or to U.S. persons, except in accordance with 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.

6 Programme NlemorandumExecution/# v1 6 The price/yield and Principal Amount of any Notes to be issued under the Programme wi/l be determined by the Issuer and the Arranger and/or the Dealer at the time of issue of such Notes in accordance with prevailing market conditions. In connection with the issue and distribution of any Tranche of Notes, the Dealer disclosed as the approved stabilisation manager (if any) or any person acting for it ("Stabilisation Manager') in the Applicable Pricing Supplement may, subject to the terms and conditions for stabilisation contained in the Applicable Pricing Supplement and only if such stabilisation is permitted by the rules of the exchange on which such Tranche of Notes will be listed, or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail for a limited period after the issue date. However, there may be no obligation on the Stabilisation Manager to do this. Such stabilising, if commenced, may be discontinued at any time and must be brought to an end after a limited period. Such stabilisation shall be carried out in accordance with all the applicable laws and regulations, including the JSE Debt Listings Requirements and is subject to approval by the JSE.

7 Programme Memorandum_Execution/# v a 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 SOC LIMITED 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

8 Programme Nlemorandum_Execution/# v DOCUMENTS INCORPORATED BY REFERENCE Words used in this section headed "Documents Incorporated by Reference' shall bear the same 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 clearly inappropriate from the context. The following documents shall be deemed to be incorporated in, and to form part of, this Programme Memorandum (a) (b) (c) (d) (e) any supplements and/or amendments to this Programme Memorandum circulated by the Issuer from time to time; the Guarantee provided by the Guarantor; the audited annual financial statements, and the notes thereto, of the Issuer for the three financial years ended 31 March 2015, 31 March 2016 and 31 March 2017, together with such statements, reports and notes attached to or intended to be read with such financial statements; the published audited annual financial statements of the Issuer, together with such statements, reports and notes attached to or intended to be read with such financial statements thereto in respect of all financial years of the Issuer after the date of this Programme Memorandum as well as interim financial statements (if any) and/or quarterly financial statements (if any) and/or the annual report of the Issuer, as the case may be, as and when such become available; each Applicable Pricing Supplement relating to any Tranche of Notes issued under the 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 electronically disseminated on the Stock Exchange News Service of the JSE (or any other similar 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 by reference herein shall be deemed to be modified or superseded for the purpose of this Programme Memorandum to the extent that a statement contained in any such subsequent document which is deemed to be incorporated by reference herein modifies or 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 Financial Exchange, and for so long as any Note remains Outstanding and listed on such exchange, publish a new Programme Memorandum or a further supplement to the Programme Memorandum on the occasion of any subsequent issue of Notes where there has been - (a) a material change in the condition of the Issuer which is not then reflected in the Programme Memorandum or any supplement to the Programme Memorandum; or

9 Programme Memorandum_Execuuon/# v1 9 (b) any modification of the terms of the Programme which then make the Programme Memorandum materiauy inaccurate or misleading. Any such new Programme Memorandum or Programme Memorandum as supplemented and/or modified shall be deemed to have substituted the previous Programme Memorandum or to have modified the previous Programme Memorandum from the date of 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 Programme Memorandum, free of charge, to the general public upon request, a copy of the Programme Memorandum, the Guarantee and any or au of the documents deemed to be incorporated herein by reference, unless such documents have been modified or superseded. The Programme Memorandum and any amendments or supplements thereto (including the Applicable Pricing Supplements) wiu be made available on the website of the JSE ( These documents, the Guarantee and the documents deemed to be incorporated herein by reference are available for inspection at the offices of the Issuer during office hours. The Issuer shall further place an electronic copy of this Programme Memorandum, any Applicable Pricing Supplements issued pursuant to this Programme Memorandum, the Guarantee, together with any supplements and/or amendments to the Programme Memorandum and/or the Guarantee, as the case may be, as well as its audited annual financial statements, and the notes thereto, on its website,

10 Programme 10 GENERAL DESCRIPTION OF THE PROGRAMME Words used in this section headed 'General Description of the Programme" shall bear the same 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 clearly inappropriate from the context. Under the Programme, the Issuer may from time to time issue Notes denominated in South African Rand. The applicable terms of any Notes will be set out in the Terms and Conditions incorporated by reference into the Notes, as modified and supplemented by the Applicable Pricing Supplements relating to the Notes and/or any supplements to the Programme Memorandum. A summary of the Programme and the Terms and Conditions appear below. This Programme Memorandum and any supplement thereto will only apply to Notes issued under the Programme in an aggregate Principal Amount which when added to the aggregate Principal Amount then Outstanding of all Notes previously or simultaneously issued under the Programme, does not exceed ZAR31,910,000,000, unless such amount is increased as set out below. For the purpose of calculating the aggregate Principal Amount of Notes Outstanding under the Programme from time to time (a) (b) the amount of Indexed Notes (as defined in the Terms and Conditions) shall be calculated by reference to the original Principal Amount of such Notes; and the amount of Zero Coupon Notes (as defined in the Terms and Conditions) and other Notes issued at a discount or premium shall be calculated by reference to the 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 Exchange on which the Notes may be listed, the Issuer shall, no later than the last day of the month of such issue, inform the JSE in writing of the Principal Amount and scheduled maturity date in respect of such Notes. From time to time the Issuer may wish to increase the aggregate Principal Amount of the Notes that may be Outstanding under the Programme in accordance with the provisions of the Programme Agreement. Subject to the requirements of the Relevant Financial Exchange on which the Notes may be listed or in terms of any law and the extension by the Guarantor of the Guarantee to all Notes to be issued pursuant to such increased aggregate Principal Amount of Notes Outstanding under the Programme, the Issuer may, without the consent of Noteholders, increase the aggregate Principal Amount of the Notes that may be Outstanding under the Programme by delivering a notice thereof to Noteholders and the Relevant Financial Exchange in accordance with Condition 18 of the Terms and Conditions. Upon such notice being given, all references in the Programme Memorandum 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 be references to the increased aggregate Principal Amount. This Programme Memorandum will apply to all Notes Outstanding under the Programme from 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 the section headed "Terms and Conditions of the Notes".

11 Programme Memorandum_Execution/# v1 11 SUMMARY OF THE PROGRAMME The following summary does not purport to be complete and is taken from, and is qualified by, the remainder of this Programme Memorandum and, in relation to the Terms and Conditions of any Notes, the Applicable Pricing Supplement issued in relation to such Notes. Capitalised terms not separately defined herein shall bear the meaning given 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 same 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 clearly inappropriate from the context. Issuer The South African National Roads Agency SOC Limited (Registration Number 1998/009584/30). Guarantor Description of the Programme The Government of The Republic of South Africa. The South African National Roads Agency SOC Limited Domestic 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 to Programme ZAR31,910,000,000 may be Outstanding under the Programme at any time. The Issuer may increase the amount of the Programme in accordance with the Programme Agreement. Arranger Nedbank Limited, acting through its Nedbank Corporate and Investment Banking division (Registration Number 1951/000009/06) ("Nedbank"). Dealer Nedbank, and/or any other additional Dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis, subject to the Issuer'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 as Calculation Agent, in which event that other entity, shall act in such 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 Paying Agent, in which event that other entity, shall act in such capacity in respect of that Tranche or Series of Notes. Debt Sponsor One Capital Sponsor Services (Proprietary) Limited (Registration Number 2000/023249/07), or such other persons appointed from time to time by the Issuer.

12 Programme NlemorandumExecuuori/# v1 12 Transfer Agent Computershare Investor Services Proprietary Limited (Registration Number 2004/003467/07), unless the Issuer elects to appoint, in relation to a particular Tranche or Series of Notes, another entity as Transfer Agent, in which event that other entity, shall act in such capacity in respect of that Tranche or Series of Notes. Rating Guarantee Listing The Issuer has been rated by Moody's Investors Service South Africa Proprietary Limited ("Moody's"). The rating assigned to the Issuer by Moody's at the date of this Programme Memorandum is Aa3za/P-1.za on a South African national scale. Any change to this rating will be reflected in the Applicable Pricing Supplement and will be published through SENS. In terms of the Guarantee, the Government of the Republic of South Africa has provided a guarantee in terms of which it guarantees the obligations of the Issuer under the Notes and other financial instruments issued by the Issuer of varying maturities up to 25 years up to a maximum nominal amount of ZAR31,910,000,000 until 31 July 2035 (see section entitled "Salient Features of the Guarantee"). The Programme has been registered with the JSE. Notes issued under the Programme may be listed on the Interest Rate Market of the JSE (or on a successor exchange to the JSE or such other or further exchange(s) as may be selected by the Issuer in relation to such issue). Unlisted Notes may not be issued under the Programme. The Applicable Pricing Supplement in respect of a Tranche will specify the Relevant Financial Exchange on which such Notes will be listed. Programme This amended and restated Programme Memorandum is Memorandum published by the Issuer in respect of Notes already listed and to be listed on the Interest Rate Market of the JSE or on the Relevant Financial Exchange as amended from time to time. Currency South African Rand. Denomination of Notes will be issued with a minimum denomination of Notes 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 or Uncertificated Notes, as the case may be, as described in the section entitled "Form of the Notes" below. Interest Period(s) or Interest Payment Date(s) Such period(s) or date(s) as may be indicated in the Applicable Pricing Supplement. Issue Price Notes may be issued on a basis and at an issue price which is at their nominal amount or at a discount to, or premium over, their nominal amount as indicated in the Applicable Pricing Supplement.

13 Programme N1emorandum_Execution/# v1 13 Maturities Cross-Default Negative Pledge Noteholder(s) Such maturity as may be indicated in the Apphcable Pricing Supplement, (subject to a maturity as may be required by the Relevant Financial Exchange on which the Notes may be listed or in terms of any law). The Notes having the benefit of the Guarantee are subject to a maximum maturity of 25 years. Condition of the Terms and Conditions provides for a cross-default to indebtedness of the Issuer for money borrowed in respect of its Toll Business having an aggregate outstanding amount which equals or exceeds ZAR100,000,000 (or its equivalent in any other currency or currencies), or any guarantee of or indemnity in respect of any such indebtedness! Condition 7 of the Terms and Conditions provides for a negative pledge in favour of the Noteholders. The holders of Notes (as recorded in the Register) from time to time. Notes Notes may comprise bonds, notes, debentures, commercial paper or any other debt instruments including, but not limited to - Fixed Rate Notes - Fixed Rate Notes will bear interest at a fixed interest rate, as indicated in the Applicable Pricing Supplement(s), and more fully described in Condition 8.1 of the Terms and Conditions. Floating Rate Notes - Floating Rate Notes will bear interest at a floating rate, as indicated in the Applicable Pricing Supplement(s), and more fully described in Condition 8.2 of the Terms and Conditions. Zero Coupon Notes - Zero Coupon Notes will be offered and sold at a discount to their nominal amount or at par and will not bear interest other than in the case of late payment. Indexed Notes Payments in respect of interest on Indexed Interest Notes or in respect of principal on Indexed Redemption Amount Notes will be calculated by reference to such index and/or formula as may be indicated in the Applicable Pricing Supplement(s). Mixed Rate Notes - Mixed Rate Notes will bear interest over respective periods at the rates applicable for any combination of Fixed Rate Notes, Floating Rate Notes, Zero Coupon Notes or Indexed Notes, each as specified in the Applicable Pricing Supplement(s). Other Notes Terms applicable to Notes other than those specifically contemplated under this Programme Memorandum will be set out in the Applicable Pricing Supplement(s). Status of Notes Unless otherwise specified in the Applicable Pricing Supplement(s), Notes will constitute direct, unconditional, unsubordinated and unsecured (but guaranteed) obligations of the Issuer in relation to the Issuer's Toll Business and will rank

14 ProQramnie NlemoranduniExecution/# v1 14 pan passu among themselves and (save for certain debts required to be preferred by law) equally with all other unsecured (but guaranteed) and unsubordinated obligations of the Issuer in relation to the Issuer's Toll Business from time to time outstanding. Redemption The Applicable Pricing Supplement(s) relating to each Tranche of Notes will indicate either - (a) (b) that the Notes may only be redeemed prior to their stated maturity (other than in specified instalments, if applicable) for taxation reasons or following an Event of Default; and/or that such Notes will also be redeemable at the option of the Issuer upon giving such notice as is indicated in the Applicable Pricing Supplement(s) to the Noteholders and at a price or prices and on such terms as are indicated in the Applicable Pricing Supplement(s). The Applicable Pricing Supplement(s) may provide that Notes may be repayable in two or more instalments and on such dates as indicated in the Applicable Pricing Supplement(s). The Guarantee specifies that the Notes are, at the option of the Guarantor, capable of being redeemed at their scheduled maturity by the Guarantor (on behalf of the Issuer) (whether or not an Event of Default has occurred). Register Distribution Selling Restrictions Blocked Rand Taxation The Register maintained by the Transfer Agent in terms of the Terms and Conditions. Notes may be distributed by way of public auction, private placement or any other means permitted under South African law, and in each case on a syndicated or non-syndicated basis as may be determined by the Issuer and the relevant Dealer and reflected in the Applicable Pricing Supplement(s). There are selling restrictions in relation to the United States of America, the United Kingdom, the European Economic Area and the Republic of South Africa and such other restrictions as may be required to be met in relation to an offering or sale of a particular Tranche of Notes which may be included in the Applicable Pricing Supplement(s). Blocked Rand may be used for the purchase of Notes, subject to South African Exchange Control Regulations. A summary of the applicable tax legislation in respect of the Notes, as at the date of this Programme Memorandum, is set out in the section of this Programme Memorandum entitled "South African Taxation". The summary does not constitute tax advice. Potential investors in the Notes should consult their own professional advisors as to the potential tax consequences of an investment in the Notes, prior to making such investment.

15 Programme Memorandum_Execution/# v1 15 Withholding As at the date of this Programme Memorandum all payments in Taxes respect of the Notes will be made without withholding or deduction for or on account of taxes levied in South Africa. In the event that certain withholding tax or such other deduction is required by law, then the Issuer will, subject to certain exceptions as provided in Condition 11 of the Terms and Conditions, pay such additional amounts as shall be necessary in order that the net amounts received by the Noteholders after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes in the absence of such withholding or deduction. With effect from 1 January 2015, withholding tax on interest in respect of certain debt instruments may be applicable to certain persons who are regarded as non-resident for tax purposes in South Africa. Certain exemptions may or may not be applicable in this regard. Issue and Transfer Taxes In terms of prevailing South African legislation, no securities transfer tax will be payable in terms of the Securities Transfer Tax Act, 2007 in respect of the transfer, issue, cancellation or redemption of the Notes. Any future stamp duties or other duties or Taxes that may be introduced or may be applicable upon the transfer of the Notes will be for the account of the Noteholders. Governing Law The Notes and the Guarantee will be governed by, and construed in accordance with the laws of the Republic of South Africa. Terms and Conditions The terms and conditions of the Notes are set out in the section of this Programme Memorandum entitled "Terms and Conditions of the Notes"

16 Programme Memorandum_Execution/# v1 16 DESCRIPTION OF THE SOUTH AFRICAN NATIONAL ROADS AGENCY SOC LIMITED Words used in this section headed "Description of the South African National Roads Agency 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 separately defined 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 pubuc company incorporated in terms of section 3 of the SANRAL Act. The Issuer was established in South Africa on 19 May 1998, which is its date of incorporation for purposes of the SANRAL Act. 2 BACKGROUND AND HISTORY The Issuer is the successor to the South African Roads Board. On its incorporation date, the Issuer took responsibility for all projects and work which had been commenced by the South African Roads Board in terms of the National Roads Act, This included all responsibility in connection with the planning, design, construction, operation, management, control, maintenance and rehabilitation of a nationao road or the planning of a proposed national road. On the incorporation date of the Issuer, the immovable property of the South African Roads Board on which national roads are situated passed to and vests with the Issuer. In addition, the Issuer acquired certain other immovable property belonging to the South African Roads Board. The nature of the State's financial interest in the Issuer is that, in exchange for the net value of the assets invested in the Issuer (and which assets previously vested in the South African Roads Board), the State has been issued with fully paid up shares in the Issuer and is the sole shareholder of the Issuer. The Issuer has been exempted from income tax by virtue of the notice promulgated in the Government Gazette on 22 December 2003 (Revenue Laws Amendment Act, 2003, section 1(1) and 2(d)). This exemption operates retrospectively to the date of 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 is given the power to perform all strategic planning with regard to the South African national roads system, as well as the planning, design, construction, operation, management, control, maintenance and rehabilitation of national roads for South Africa and is responsible for the financing of all those functions in accordance with its business and financial plan, so as to ensure that Government's goals and policy objectives concerning national roads are achieved;

17 Programme Memorandum_Execution/# v1 17 (2) in addition to the main functions of the Issuer set forth above, the Issuer has certain additional powers which include to operate any national road or part thereof as a toll road and levy a toll on the user of such road and to collect the toll or have it collected by any authorised person and for those purposes to provide, establish, erect, operate and maintain toll plazas on a national road subject to the provisions of the SANRAL Act; to recommend to the Minister of Transport the introduction of legislation with regard to roads or road traffic; and to do anything which is reasonably ancillary to any of its main functions and powers in terms of (1) above; (3) the Issuer, with the Minister of Transport's approval, may declare any specific national road or any specific portion thereof, including any bridge or tunnel on a national road, to be a toll road for the purposes of the SANRAL Act. Any existing road or any route of which the boundaries have been fixed by survey, may be declared a national road (and therefore fall under the auspices of the Issuer) by the 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 been declared 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 the provisions of section 27 of the SANRAL Act), which will be payable at a toll plaza by the person so driving or using the vehicle or at any other place subject to the conditions 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 into agreements (concession contracts) with third parties (concessionaires) in terms of which such third parties are authorised to finance, plan, design, construct, maintain, rehabilitate and improve a national road or such a portion of a national road and to operate, manage and control such a road as a toll road. Pursuant to such agreement, a concessionaire is entitled to levy and collect toll on such a toll road for its own account. The Issuer has previously and will continue in the future to enter into such concession contracts with concessionaires in terms of which the concessionaires finance, plan, design, construct, maintain and improve a national road and operate such road as a toll road and collect the tolls levied thereunder for their own account. Such concession contracts are entered into pursuant to an open tender, at arms' length, and usually operate for a period of 30 years whereafter the concessionaire is obliged to return the national road (which operates as a toll road) to the Issuer. On return of the toll road by the concessionaire to the Issuer, the road must conform to an agreed specification. During the concession period all risk, other than for certain agreed risks including material adverse governmental action and overloading, relating to the financing, planning, designing, construction, improvement and rehabilitation of such road is passed by the Issuer to the concessionaire. The asset, including any improvements thereto by the concessionaire remains the property of the Issuer throughout the concession period; (6) the Issuer has no authority or control over other roads within the Republic of South Africa, including municipal and provincial roads. The Issuer is however entitled, in terms of section 40 of the SANRAL Act, to recommend to the Minister of Transport that he declare any existing road, or route on which the boundaries

18 Programme Memorandum_Execution/# v1 18 have been fixed by survey, to be a national road, whereafter such national road will fall under the auspices and control of the Issuer. All risk and benefit in such road 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's non-tou activities. In terms of the SANRAL Act, the funds of the Issuer will be used in accordance with the Issuer's business and financial plan as approved by the Minister of Transport to meet 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 toll and non-toll income including the interest earned on the investment of such income and 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, toll roads, including the erection of toll plazas and any facilities in connection therewith; the maintenance and operation of toll roads and toll plazas and any facilities 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 toll roads separately from its other national roads and which do not constitute toll roads for purposes of the SANRAL Act. In accordance with the above requirement, the Issuer maintains separate operations in respect of its toll and non-toll business and by virtue thereof, also maintains, for reporting purposes, separate accounting records in respect of these different operations. Accordingly there is no cross subsidisation between the Issuer's toll and non-toll related operations. Toll roads are self-funding and for the purposes of financial analysis are assumed to amortise debt over a period of 30 years. Non-toll roads are financed through parliamentary appropriations on vote of the National Department of Transport (Vote 37). In accordance with the requirements of the SANRAL Act the proceeds raised in terms of this Programme will be used solely for purposes of the Issuer's toll related operations, including the Issuer's Gauteng Freeway Improvement Project ("GFIP").

19 Programme Ivlemorandum_Execuuon/# v1 19 GFIP electronic tolling began operations on 3 December 2013, on the basis of open road tolling (ORT) in that there are no toll plazas at which motorists have to stop in order to pay the relevant tou, but rather a tofl is levied electronicafly when a motorist passes a specified point on a road (over which a gantry is This constitutes the first open road electronic tolling initiative of its kind in South Africa, although similar systems have been implemented and are operational in other parts of the world including Chile, Canada and Australia. The Issuers overall strategy is geared toward expanding South Africa's national road network from the current kilometres to about kilometres in the long term. The intention of the Issuer is to consolidate the primary road network and ensure the optimal quality of national routes of strategic and economic importance for the safety, security and sound development of the country. The Issuer's expansion strategy is mainly focused on the improvement to the existing national road network, which includes both Issuer funded toll roads, concessioned toll roads and non-toll roads. With regard to the former, the Issuer is envisaging that it will spend approximately ZAR12.5 billion over the next five to seven years in upgrading various existing toll roads. 5 CORPORATE GOVERNANCE The State, mainly through the Transport and Finance Ministries, as well as Parliament, approves the budget, annual transfers for non-toll related operations, toll charges, public private partnership initiatives, new debt and guarantees (where appropriate) for new debt. The Issuer is governed and controlled by a board of directors (the "Board") appointed by the Minister of Transport. The chairman of the Board reports to the Minister of Transport in accordance with the terms and conditions of the performance agreement entered into between the Issuer and the State. 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 Companies Act, 2008 which are specifically excluded by virtue of the SANRAL Act) and the Public Finance Management Act, 1999 as read with the Treasury Regulations. In accordance with the SANRAL Act, the Issuer may not be placed into liquidation or put under judicial management, other than by an Act of Parliament. Therefore the Issuer is insolvency remote. The Issuer subscribes to the governance principles of transparency, social responsibility and accountability as embodied within the Protocol on Corporate Governance 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 the Board include full and effective control over the Issuer, provision of direction regarding policy matters and monitoring organisational performance, communications and sustainability. Board committees are in place to ensure adequate checks and balances. With regard to financial matters, the most important internal body is the Asset and Liability Committee ("ALCo"), which convenes regularly and is chaired by a director who is a representative of the Department of Finance. The ALCo prepares the overall strategy for financial assets and liabilities, performs regular reviews of all aspects of the financial risk management and exposures and reports to the Board on the Issuer's treasury operations. The Issuer's Treasury Policy and Control Framework provides additional comfort that the Issuer operates under well-defined treasury related corporate governance rules.

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22 Programme Nlemorandum_Executiori/# v ts RISK FACTORS Words used in this section headed 'Risk Factors" shall bear the same 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 clearly inappropriate from the con text. The Issuer believes that the factors outlined below may affect its ability to fulfil its obligations under the Notes. All of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring. In addition, factors which are material for the purpose of assessing the market risks associated with the Notes are also described below. The value of the Notes could decline due to any of these risks, and investors may lose some or all of their investment. The Issuer believes that the factors described below represent the principal risks inherent in investing in the Notes, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with any Notes may occur for other reasons which may not be considered significant risks by the Issuer based on information currently available to it, or which it may not currently be able to anticipate. Accordingly, the Issuer does not represent that the statements below regarding the risks of holding any Notes are exhaustive. Prospective investors should also read the detailed information set out elsewhere in this Programme Memorandum to reach their own views, prior to making any investment decision. 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 Programme Memorandum 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 of non-toll operations for toll operations and related activities. Non-toll operations are funded by Government grants, whereas toll activities of the Issuer are funded solely from toll income and funds raised for purposes of toll related activities. The proceeds raised by virtue of the Notes issued under the Programme will be used solely for toll related activities and for the repayment of debt raised by the Issuer to fund such toll related services. Toll Roads The declaration of toll roads is dependent on legislation. The Issuer, with the Minister of Transport's approval, may declare any specified national road or any specified portion thereof, including any bridge or tunnel on a national road, to be a toll road for the purposes 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, on legislation. The Issuer may levy and collect a toll for the driving or use of any and all

23 Programme Memorandum_Execution/# v1 23 vehicles on a toll road, the amount of which has been determined and made known in terms of the SANRAL Act. The amount of toll which may be levied, any rebate thereon and any adjustment thereof is determined by the Minister of Transport on the recommendation of the Issuer and may differ in respect of different tou roads, different vehicles 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 Government Gazette. The annual adjustment of toll tariffs is approved by the Minister of Transport on the recommendation of the Issuer and is linked to inflation. The levying of tolls and the adjustment thereof takes place by virtue of the provisions of section 27 of the SANRAL Act. National roads The Issuer is entitled, in terms of section 40 of the SANRAL Act, subject to the written request from the relevant provincial premier, to recommend to the Minister of Transport the declaration of an existing road, or route on which the boundaries have been fixed by survey, to be a national road, whereafter such national road will fall under the auspices and control of the Issuer. All risk and benefit in and to such a road will vest with the Issuer who will bear the risk of upgrading such a road, particularly if it is to be declared a toll road. Overloading The Issuer bears the risk of overloading on national roads and the damage caused to national roads by overloaded vehicles. This includes overloading on national roads which form the subject matter of concession contracts and in terms of which the Issuer has contractually agreed with concessionaires to bear the risk of overloading. The Issuer mitigates this risk by effective policing of overloaded vehicles and has constructed a number of weigh bridges on national roads where overloading is policed and overloaded vehicles are prevented from using national roads and simultaneously penalised where there is non-compliance. Environmental The construction and upgrading of roads, including national roads, are regulated by virtue of the provisions of the Environment Conservation Act, 1989 (to the extent it is still applicable) and the National Environmental Management Act, 1998 and the Regulations promulgated thereunder. Accordingly, prior to constructing and/or upgrading a road, including a national road, there must have been compliance with the requirements of the environmental legislation and which may delay the declaration of a national road as a toll road and the levying of tolls on such a road. The Issuer mitigates this risk by employing and appointing experts in the field of environmental management who advise the Issuer on compliance with the environmental legislation and the planning which must take place prior to construction and upgrading of national roads including the tolling thereof. Construction will only commence on a national road once environmental approval is obtained. Concession Contracts The Issuer has entered into concession contracts ("Concession Contracts") with certain private sector entities ("Concessionaires") and envisages that it will continue to enter into such Concession Contracts in terms of which these Concessionaires obtain the right to receive the toll income of specified portions of national roads under the control of the Issuer and design, construct, finance, operate and maintain those portions of national roads as toll roads for their own account. The Issuer is therefore not entitled to the income generated from these concessionaire operated national roads, which operate as toll roads and such income can therefore not be used to meet the Issuer's obligations in

24 Programme MemorandumExecution/# v1. 24 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. The Issuer does however receive certain payments from such Concessionaires which include upfront payments for the use of the roads and the sharing of refinancing gains which may arise by virtue of a Concessionaire refinancing a particular toll road and which payments constitute part of the Issuers toll related income. The Issuer may also be entitled to receive additional payments from the Concessionaires once certain thresholds for either turnover or rate of return has been achieved. The Issuers entitlement in this regard is regulated by virtue of the Concession Contracts entered into with each Concessionaire. A Concession Contract may be terminated prior to expiry of the original concession period for a variety of reasons, including default by the Issuer, default by the Concessionaire, force majeure and material adverse governmental action. In the event of such termination, the Issuer may become obliged to make certain termination payments to the relevant Concessionaire or to third parties (including funders, shareholders and others). The risk of early termination is actively managed by the Issuer, having regard to the requirements of the relevant Concession Contract and all applicable law. In certain instances, the Issuers obligation to make such termination payments may be supported by the State. Borrowings Timely and ultimate payment of principal and interest on the Notes depends on the financial condition of the Issuer. The financial condition of the Issuer may be affected by many 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 collect toll arising out of statute), the ability to effectively collect tolls and enforce the non-payment of tolls, industry wide issues, market conditions as well as issues specific to the Issuer such as construction costs. The Terms and Conditions of the Notes do not limit the ability of the Issuer to incur additional indebtedness, including indebtedness that ranks pan passu with payments due to the Noteholders. The risk referred to in the above paragraph is mitigated by the issuance of the Guarantee by the Guarantor to the Noteholders and other creditors of SAN RA L. Going Concern Due to a significant portion of the Issuer's revenue being dependant on open road tolling of the GFIP, where the collection is not certain, the collection rate has a significant impact on the Issuer's funding requirements. The uncertainty created by the low collection rate may have an impact on the Issuer's ability to service the debt and its operations. Taxation The Issuer has been exempted from income tax by virtue of the notice promulgated in the Government Gazette on 22 December 2003 (Revenue Laws Amendment Act, 2003, section 1(1) and 2(d)). This exemption operates retrospectively to the date of incorporation of the Issuer. Construction The Issuer envisages ultimately spending approximately ZAR12,5 billion over the next five to seven years in order to upgrade existing toll roads.

25 Programme Memoraridum_Execution/# vJ. 25 Electronic tolling The GFIP, which constitutes the largest toll operation of the Issuer, operates on the basis of open road tolling, in that there are no toll plazas at which motorists have to stop in order to pay the relevant toll, but rather a toll is levied electronically when a motorist passes a specified point on the road (over which a gantry is fixed). This is the first open road tolling ("ORT") initiative in South Africa, although similar systems have been implemented in a number of countries including Chile, Australia and Canada. It is also the first interoperable tolling system in the world. Therefore the risk with regard to open road electronic tolling relates to the resistance to tolling by various interest groups and non-payment of toll tariffs by motorists. The Issuer, in consultation with the Minister of Transport and the relevant law enforcement agencies, proposed amendments to the SANRAL Act, in order to ensure effective law enforcement which will result in the ability to effectively levy and collect tolls. The SANRAL Act was amended in May 2013 by the Transport Laws and Related Matter Amendment Act ("Amendment Act"), to address these issues. The Amendment Act came into operation on g October 2013 by proclamation in the Gazette. Information Technology The technology relating to the operation of ORT is fully operational and aligned with international best practice so as to mitigate any risks in this regard. This technology has been further enhanced to complement the current technology used for conventional boom down plaza's enabling electronic toll collection using a single tag at all plaza's in South Africa. The Issuer has adopted protocols for disaster recovery to be utilized for purposes of ORT. Legislation The Issuer is a national public entity under the Public Finance Management Act, The Issuer is further a creature of statute and pursuant to its founding legislation it is not subject to privatisation or bankruptcy and does not pursue profit as a business objective. The Issuer operates under a mandate from Government to maintain and develop South Africa's national road network. The Government is responsible for overall policy and approves budgets, annual transfers for non-toll operations, toll charges, public private partnership initiatives, new debt and guarantees, where applicable, by the Issuer for new debt. Litigation SANRAL has, in terms of section 30 of the SANRAL Act, instituted legal proceedings to recover outstanding tolls from the road users of the GFIP. These proceedings, in many instances are being opposed with the assistance of public interest groups who contend that tolling is unlawful. Their defence is based on a continued challenge against the decisions taken and which enable tolling. These defences should be heard in court during 2018/2019. Risk Mitigation The Board of the Issuer has accepted responsibility for risk management within the organisation. For this purpose the Issuer has developed a risk register, a product of continuous assessment of current risks and the identification of new risks. All staff are encouraged to be alert to risk exposures in their area of contribution and to express their concerns relating to the strategic and operational risks faced by the Issuer. These risks are then analysed and appropriate initiatives are implemented in order to mitigate such risk. All primary risks of the Issuer are documented in the risk register and are

26 Programme Plemorandum_Executiori/# v1 26 communicated to the Board of directors. The internal audit coverage plan is risk based and 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 in light of its own circumstances. In particular, each potential investor should - have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Programme Memorandum or any applicable supplement to this Programme Memorandum; have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact such an investment will have on its overall investment portfolio; have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including Notes with principal or interest payable in one or more currencies (if applicable), or where the currency for principal or interest payments is different from the potential investor's currency; understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and financial markets; and be able to evaluate (either alone or with the help of a financial advisor) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. Some Notes are complex financial instruments. Sophisticated institutional investors generally do not purchase complex financial instruments as stand-alone investments. They purchase complex financial instruments as a way to reduce risk or enhance yield with an understood, measured and appropriate addition of risk to their overall portfolios. A potential investor should not invest in Notes which are complex financial instruments unless it has the expertise (either alone or with a financial advisor) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of the Notes and the impact this investment will have on the potential investor's overall investment portfolio. No active trading market for the Notes Notes issued under the Programme will be new securities which may not be widely distributed and for which there is currently no active trading market. If the Notes are traded after their initial issuance, they may trade at a discount to their initial offering price, depending upon prevailing interest rates, the market for similar securities, general economic conditions and the financial condition of the Issuer. There is no assurance as to the 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 Supplement provides otherwise, in the event that the Issuer would be obliged to increase the amounts payable in respect of any Notes due to any withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of

27 Programme Memorandum_Execution/# v1 27 the government of South Africa or any political subdivision thereof or any authority therein or thereof having power to tax, the Issuer may redeem all Outstanding Notes in accordance with the Terms and Conditions. In addition, if in the case of any particular Tranche of Notes the Applicable Pricing Supplement provides that the Notes are redeemable at the Issuer's option in certain circumstances, the Issuer may choose to redeem the Notes at times when prevailing interest rates may be relatively low. In such circumstances an investor may not be able to reinvest the redemption proceeds in a comparable security at an effective interest as high as that of the relevant Notes. Because Uncertificated Notes are held by the Central Securities Depository, investors will have 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 and the Applicable Procedures, be issued in uncertificated form. Notes held in the Central Securities Depository will be issued, cleared and settled in accordance with the Applicable Procedures through the electronic settlement system of the Central Securities Depository. Except in the limited circumstances described in the Terms and Conditions, investors will not be entitled to receive Individual Certificates. The Central Securities Depository will maintain records of the Beneficial Interests in Notes issued in uncertificated form which are held in the Central Securities Depository, investors will be able to trade their Beneficial Interests only through the Central Securities Depository and in accordance with Applicable Procedures. Payments of principal and/or interest in respect of Uncertificated Notes will be made to the Central Securities Depository and/or the Central Securities Depository Participant, and the Issuer will discharge its payment obligations under such Notes by making payments to the order of the Central Securities Depository and/or the Central Securities Depository Participant, and for distribution to their account holders. A holder of a Beneficial Interest in Uncertificated Notes must rely on the procedures of the Central Securities Depository to receive payments under the relevant Notes. Each investor shown in the records of the Central Securities Depository and/or the Central Securities Depository Participant, as the case may be, shall look solely to the Central Securities Depository for his share of each payment so made by the Issuer to the registered holder of such Uncertificated Notes. The Issuer has no responsibility or liability for the records relating to, or payments made in respect of, such Beneficial Interests. Holders of beneficial Interests in Uncertificated Notes will not have a direct right to vote in respect of the relevant Notes. Instead, such holders will be permitted to act only to the extent that they are enabled by the Central Securities Depository to appoint appropriate proxies. Credit Rating Tranches of Notes issued under the Programme, the Issuer and/or the Programme, as the case may be, may be rated or unrated. A rating is not a recommendation to subscribe for, buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Any adverse change in an applicable credit rating could adversely affect the trading price for the Notes issued under the Programme. Any change to an applicable credit rating will be published through SENS.

28 Programme Memorandum Execution/#4gSOgSOvl 28 Interest Rate Risk The toll revenue of the Issuer is adjusted annually based on inflation. The Notes may carry interest at rates that differ from the specific inflation index used to adjust the toll revenue 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 the responsibility 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 Notes may have features which contain particular risks for potential investors. Set out below is a 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. During any period when the Issuer may elect to redeem the Notesr the market value of those Notes generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period. The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor generally would not be able to re-invest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes 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 investments available at that time. Indexed Notes The Issuer may issue Notes the terms of which provide for interest or principal payable in respect of such Note to be determined by reference to an index or formula, to changes in the prices of securities or commodities, to movements in currency exchange rates or other 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 such Note may be linked; o o payments of principal or interest on such Notes may occur at a different time than expected; the amount of principal payable at redemption may be less than the nominal amount of such Notes or even zero; a Relevant Factor may be subject to significant fluctuations that may not correlate with changes in interest rates, currencies or other indices; o if a Relevant Factor is applied to Notes in conjunction with a multiplier greater than one or contains some other leverage factor, the effect of changes in the Relevant Factor on principal or interest payable is likely to be magnified; and

29 Programme J'leniorandum_Execution/#4960g80v1 29 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, the earlier 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 principal amount tend to fluctuate more in relation to general changes in interest rates than do prices for conventional securities. Generally, the longer the remaining term of the Notes, the greater the price volatility as compared to conventional interestbearing 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 to include multipliers or other leverage factors, or caps or floors, or any combination of those features or other similar related features, their market values may be even more volatile 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 to convert from a fixed rate to a floating rate, or from a floating rate to a fixed rate. The Issuer's ability to convert the interest rate will affect the secondary market and the market value of such Notes since the Issuer may be expected to convert the rate when it is likely to produce a lower overall cost of borrowing. If the Issuer converts from a fixed rate to a floating rate, the spread on the Fixed/Floating Rate Notes may be less favourable than then prevailing spreads on comparable Floating Rate Notes tied to the same reference rate. In addition, the new floating rate may at any time be lower than the rates on other Notes. If the Issuer converts from a floating rate to a fixed rate, the fixed 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 minimum Specified Denomination plus one or more higher integral multiples of another smaller amount, it is possible that such Notes may be traded in amounts that are not integral multiples of such minimum Specified Denomination. In such a case a holder who, as a result of trading such amounts, holds an amount which is less than the minimum Specified Denomination in his account with the relevant clearing system at the relevant time may not receive an Individual Certificate in respect of such holding and would need to purchase a Principal Amount of Notes such that its holding amounts to a minimum Specified Denomination. If Individual Certificates are issued, holders should be aware that Individual Certificates which have a denomination that is not an integral multiple of the minimum Specified Denomination 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 to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority.

30 Programme MemorandumExecutlon/# v1 30 Change of Daw No assurance can be given as to the impact of any possible judicial decision or change to South 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 and regulations, or review or regulation by certain authorities! Each potential investor shoudd consult its legal advisors to determine whether and to what extent (1) Notes are legal investments 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 institutions shoudd consudt their legal advisors or the appropriate regulators to determine the appropriate treatment of Notes under any appdicable risk-based capital or simidar rules.

31 Programme Memorendum_Execution/# v1 31 FORM OF THE NOTES Words used in this section headed "Form of the Notes' shall bear the same 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 clearly inappropriate from the context. Notes may be issued in registered form as specified in the Applicable Pricing Supplement. Interest Rate Market Each Tranche of Notes may be listed on the Interest Rate Market of the JSE or a successor exchange to the JSE and/or the Relevant Financial Exchange as the Issuer and the 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 Programme Memorandum and shall be issued in the form of registered Notes in accordance with the Terms 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 Uncertificated Notes, Unlisted Notes may not be issued under the Programme. Certificated Notes Certificated Notes issued in definitive registered form shall be represented by an Individual Certificate. Notes represented by an Individual Certificate will be registered in the Register in the name of the individual Noteholder of such Notes. The Issuer shall regard the Register as the conclusive record of title to the Notes represented by Individual Certificates. Certificated Notes represented by an Individual Certificate may only 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 Financial Markets Act. Uncertificated Notes will not be represented by any certificate or written instrument. Uncertificated Notes will be settled in accordance with Applicable Procedures. Subject to applicable law, each Tranche of Notes listed on the Interest Rate Market of the 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 and practice, be transferred through the Central Securities Depository by way of electronic book entry in the securities accounts of the Central Securities Depository Participants in the Central Securities Depository. A certificate or other document issued by a Central Securities Participant as to the nominal amount of such Beneficial Interest in Uncertificated Notes standing to the account of any person shall be prima fade proof of such Beneficial Interests. Title to Uncertificated Notes will pass in accordance with the provisions of Condition 15 of the Terms and Conditions.

32 Programme Memorandum_Execution/# v1 32 Beneficial Interests in Uncertificated Notes may be exchanged, without charge, by the Issuer, for Individual Certificates in accordance with the provisions of Condition 14 of the Terms and Conditions. Uncertificated Notes will be registered in the names of the registered holders of such Notes (as reflected in the securities accounts of the Central Securities Depository or the relevant Central Securities Depository Participant) in the Register of Noteholders maintained by or on behalf of the Issuer.

33 Programme Nlemorandum_Executton/# v1 33 SALIENT FEATURES OF THE GUARANTEE Words used in this section headed "Salient Features of the Guarantee" shall bear the same 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 clearly inappropriate 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 of South Africa ("Guarantor') to the Issuer on 29 June 2009, which guarantee was replaced by a further guarantee issued by the Guarantor on 4 April The Guarantor has in terms of sections 66 and 70 of the Public Finance Management Act, 1999 (as amended) (the "PFMA") granted a further irrevocable guarantee (dated 22 September 2017) in respect of the Notes and other financial instruments issued by the Issuer from time to time with varying maturities of up to 25 years up to a maximum nominal amount of ZAR31,910,000,000, ("Guarantee"). The Guarantor has no directors and the Guarantee has been executed by the Minister of Finance and the Minister of Transport, as authorised representatives of the Guarantor. Noteholders holding not less than /o, in nominal amount, of the Notes in a Class in terms of Condition 202, have consented in writing to accept the Guarantee. 3 The Guarantee provides that the Guarantor shall guarantee to each Noteholder and other creditors of SANRAL (as a principal obligation and not merely as suretyship), the due and punctual performance by the Issuer of all sums from time to time payable by the Issuer in respect of the 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 case may be) within 20 (twenty) Business Days of written demand delivered to the Guarantor in accordance with the provisions of the Guarantee, in the manner and currency prescribed in the relevant Guaranteed Instruments for payment by the Issuer, any and every sum or sums which the Issuer is at any time liable to pay in respect of such Guaranteed Instruments and which the Issuer has failed to pay. 4 The Guarantee thus provides that should the Issuer fail to pay any amount under the Notes on its due date for payment, Noteholders shall be entitled to demand from the Guarantor, that amount which the Issuer has failed to pay by delivering a written demand in accordance with the provisions set out above. 5 Noteholders should note that the Guarantee provides that recourse against the Issuer is limited on the basis and to the extent that the Noteholders shall not take any action or proceedings against the Issuer to recover any amounts due and payable under a Guaranteed Instrument; 5.2 institute or join with any person in instituting, or vote in favour of any steps or legal proceedings for the winding up, liquidation, de-registration, judicial management of or any scheme of arrangement with creditors or any

34 Programme Memorandum_Execution/# v1 34 compromise, or any related relief in respect of the Issuer, or for the appointment 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 to which it is a party against any liability owed to it by the Issuer unless expressly 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 due and payable, unless the Noteholders have first demanded payment thereof in writing from the Guarantor in accordance with the provisions of the Guarantee, and the Guarantor has failed to pay such amount to the Noteholders within 20 (twenty) Business Days of receiving such written demand. Accordingly no breach under the Notes shall occur as a result of non-payment by the Issuer, unless same has been demanded from the Guarantor, and the Guarantor has failed to pay within the time period stipulated therefor. 7 The Guarantor is entitled, at any time during the duration of the Guarantee whether or not in anticipation of a breach or Event of Default occurring or continuing, to effect payment on behalf of the Issuer of any amounts due and payable under the Notes as and when they fall due. Noteholders shall be obliged to accept such payment as if it was made by the Issuer without declaring the Notes due and payable. 8 The Guarantee will expire on 31 July Amendments to the Guarantee may be affected by the Guarantor without the consent of the Noteholders where the amendment is 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 in which 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, such amendment shall be of no force or effect unless communicated to the Noteholders in accordance with the provisions of the Guarantee. 11 Each Noteholder shall be entitled to require the Issuer to produce the original of the Guarantee on request. A copy of the Guarantee is annexed to this Programme Memorandum as Annexure A. 12 The Guarantee is not conditional. The Guarantee may, prior to its expiration, only be cancelled or terminated with the prior written consent of the Noteholders and other SANRAL creditors who are secured as beneficiaries under the Guarantee.

35 Programme Memorandum_ExecutFon/# v1 35 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, may form a Series of Notes, Before the Issuer issues any Tranche of Notes, the Issuer shall complete and sign the Applicable Pricing Supplement(s), based on the pro forma Applicable Pricing Supplement(s) included in the Programme Memorandum, setting out details of such Notes. The Applicable Pricing Supplement in relation to any Tranche of Notes may specify other terms and conditions which shah, to the extent so specified or to the extent inconsistent with the following Terms and Conditions, replace or modify the following Terms and Conditions for the purpose of such Tranche of Notes. The Applicable Pricing Supplement(s) will be attached to each Certificate (if any). AU references in this Programme Memorandum to any statute, regulation or other legislation will be a reference to that statute, regulation or other legislation as amended, re-enacted or replaced and substituted from time to time. 1 INTERPRETATION In these Terms and Conditions, unless inconsistent with the context or separately defined in the Applicable Pricing Supplement(s), the following expressions shall have the following meanings "Absa" Absa Bank Limited, acting through its Corporate and Investment Banking division (Registration Number 1986/004794/06), a public company with limited liability incorporated under the laws of South Africa and registered as a bank under the Banks Act, 1990; "Agency Agreement" the amended and restated agency agreement dated on or about 13 August 2018, and entered into between the Issuer, the Transfer Agent, the Calculation Agent and the Paying Agent; "Applicable Pricing the pricing supplement relating to each Supplement" Tranche of Notes setting out the applicable terms and conditions and/or such other terms and conditions applicable to that Tranche of Notes; 'Applicable Procedures' the rules and operating procedures for the time being of the Central Securities Depository and the JSE and/or any other applicable financial exchange, as the case may be; 'Beneficial Interest" in respect of Uncertificated Notes, the undivided share of a co-owner of Uncertificated Notes held in the Central Securities Depository as provided in section 37 of the Financial Markets Act;

36 Programme Memorandum_Execution/# v1 36 "BESA Guarantee Fund Trust" the guarantee fund established and operated by the JSE as a separate guarantee fund in terms of the rules of the JSE, as required by sections 8(1)(h) and 17(2)(w) of the Financial Markets Act or any successor fund; "Books Closed Period" the period, as specified in the Applicable Pricing Supplement(s), commencing after the Last Day to Register, during which transfer of Notes wifl not be registered, or such shorter period as the Issuer may decide in order to determine those Noteholders entitled to receive interest; "Business Day" "Cakulation Agent" a day (other than a Saturday or Sunday or public holiday within the meaning of the Public Holidays Act, 1994) which is a day on which commercial banks settle ZAR payments in Johannesburg or any Additional Business Centre specified in the Applicable Pricing save that if the Applicable Pricing Supplement(s) so provides, "Business Day" shall include a Saturday; Absa, unless the Issuer elects to appoint, in relation to a particular Tranche or Series of Notes, another entity as Calculation Agent in accordance with the Agency Agreement, in which event that other entity shall act as a Calculation Agent in respect of that Tranche or Series of Notes, as indicated in the Applicable Pricing Supplement(s); "Central Securities Strate Proprietary Limited (Registration Depository" Number 1998/022242/07), or its nominee or any successor thereto, operating in terms of the Financial Markets Act, or any or alternate securities depository approved by the Issuer; "Central Securities Depository a person authorised by the Central Securities Participant" Depository as a participant in terms of Section 31 of the Financial Markets Act; "Certificate" "Certificated Note" an Individual Certificate; a Note issued in registered form represented by an Individual Certificate;

37 Programme Memorandum_Execution/# v1 37 "Class of Noteholders" "Commercial Paper Regulations" "Companies Act" the holders of a Series of Notes or, where appropriate, the holders of different Series of Notes; the commercial paper regulations published under Government Notice number 2172 in Government Gazette No of 14 December 1994, and promulgated pursuant to the Banks Act, 1990; the Companies Act, 2008 (as amended); "Credit Rating Event" shall occur if at any time while any Notes remain Outstanding (a) the Issuer ceases to be rated by a Rating Agency; or (b) the Notes which have been assigned a rating by the Rating Agency ceases to be rated by a Rating Agency; "Dealer" Nedbank and any other additional Dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis, subject to the Issuer's right to terminate the appointment of any Dealer and any other additional Dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis, subject to the Issuer's right to terminate the appointment of any Dealer; "Debt Sponsor" One Capital or any other entity appointed as debt sponsor by the Issuer for the Programme from time to time; "Early Redemption Amount" the amount at which the Notes will be redeemed by the Issuer pursuant to the provisions of Condition 10.2 and/or Condition 10.5 and/or Condition 10.6 and/or Condition 13, as set out in Condition 10.7; "Event of Default" an event of default by the Issuer as set out in Condition 13; "Exchange Control the Exchange Control Regulations, 1961 Regulations" promulgated in terms of section 9 of the Currency and Exchanges Act, 1933; "Extraordinary Resolution" (a) a resolution passed at a properly constituted meeting of Noteholders or Noteholders of the relevant Class of Notes, as the case may be, by a majority consisting of not less than 66.67% of the value of the specific

38 Programme Memorandum_Execution/# v1 38 Class of Notes or all Outstanding Notes, present in person or by proxy voting at such meeting upon a pofl or on a show of hands if a vote on a show of hands is demanded; or (b) a resolution passed other than at a meeting of the Noteholders or Noteholders of the relevant Class of Notes, as the case may be, with the written consent of not less than 66.67% of the value of all Outstanding Notes or the specific Class of Notes, as the case may be; Final Redemption Amount" the amount of principal specified in the Applicable Pricing Supplement(s) payable in respect of each Note upon the Redemption Date; "Financial Markets Act" the Financial Markets Act, 19 of 2012; "Fixed Interest Rate" the rate or rates of interest applicable to Fixed Rate Notes, as specified in the Applicable Pricing Supplement(s); "Fixed Rate Notes" Notes which will bear interest at the Fixed Interest Rate, as indicated in the Applicable Pricing Supplement(s); "Floating Rate' "Floating Rate Notes" "Guarantee" has the meaning given to the expression in the ISDA Definitions, as indicated in the Applicable Pricing Supplement(s); Notes which will bear interest as indicated in the Applicable Pricing Supplement(s) and more fully described in Condition 8.2; the guarantee dated 29 June 2009 executed by the Guarantor, as replaced by the guarantee executed by the Guarantor on or about 4 April 2014, as further replaced by the guarantee executed by the Guarantor on or about 22 September 2017, of which the salient features are contained in this Programme Memorandum in the section headed "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 South Africa; "Implied Yield" the yield accruing on the Issue Price of Zero Coupon Notes, as specified in the Applicable Pricing Supplement(s);

39 Programme Nlemorandum_Execution/# v1 39 "Index Calculator such entity as appointed by the Issuer, in relation to a particular Tranche or Series of Notes, who shall be responsible for calculating or administering a given Index; "Indexed Interest Notes" "Indexed Note" Notes in respect of which the Interest Amount is calculated by reference to such index and/or formula as indicated in the Applicable Pricing Supplement(s); an Indexed Interest Note and/or an Indexed Redemption Amount Note, as applicable; "Indexed Redemption Amount Notes in respect of which the Final Notes" Redemption Amount is calculated by reference to an index and/or a formula as indicated in the Applicable Pricing Supplement(s); "Individual Certificate" "Interest Amount" a Note in the definitive registered form of a single Certificate and which may be exchanged for a Beneficial Interest in Uncertificated Notes in accordance with Condition 14; the amount of interest payable in respect of each Principal Amount of Fixed Rate Notes, Floating Rate Notes and Indexed Notes, as determined in accordance with Condition 8.1, and 8.4 respectively; "Interest Commencement the first date from which interest on the Date" Notes, other than Zero Coupon Notes, will accrue, as specified in the Applicable Pricing Supplement(s); "Interest Payment Date" the Interest Payment Date(s) specified in the Applicable Pricing Supplement(s) or if no express Interest Payment Date(s) is/are specified in the Applicable Pricing Supplement(s), each date which occurs after a certain period following the preceding Interest Payment Date (such period as specified in the Applicable Pricing Supplement(s)) or, in the case of the first Interest Payment Date, after the Interest Commencement Date; "Interest Period" the period(s) in respect of which interest accrues on Notes other than Zero Coupon Notes and falls due for payment on the applicable Interest Payment Date; "Interest Rate" the rate or rates of interest applicable to Notes other than Zero Coupon Notes and Fixed Rate Notes, as indicated in the Applicable Pricing Supplement(s);

40 Programme lemorandum_execution/# v th "ISDA" International Swaps and Derivatives Association, Inc.; 'ISDA Definitions "Issue Date" 'Issue Price" "Issuer" the 2006 ISDA Definitions as published by ISDA (as amended, supplemented, revised or republished from time to time); in relation to each Tranche of Notes, the date specified as in the Applicable Pricing Supplement, being the date on which the Issuer may issue Notes under the Programme; in relation to each Tranche of Notes, the price specified as such in the Applicable Pricing Supplement; The South African National Roads Agency SOC Limited (Registration Number 1998/009584/30), a public company with limited liability established and incorporated under The South African National Roads Agency Limited and National Roads Act, 1998; the JSE Limited (Registration Number 2005/022939/06), a licensed financial exchange in terms of the Financial Markets Act or any exchange which operates as a successor exchange to the JSE and any reference to the JSE includes the Interest Rate Market of the JSE, the separate platform of such market of the JSE designated as the "Interest Rate Market"; "JSE Debt Listings Requirements" 'Last Day to Register" the debt listings requirements of the JSE from time to time, as published by the JSE; with respect to a particular Series of Notes (as reflected in the Applicable Pricing Supplement(s)), the last date or dates preceding a Payment Day on which the Transfer Agent will accept Transfer Forms and record the transfer of Notes in the Register for that particular Series of Notes and whereafter the Register is closed for further transfers or entries until the Payment Day;

41 Programme Memorandum_Execution/ft v1 41 "Listing Event" "Mixed Rate Notes" "Moody's" "naca" "nacm" "nacq" "nacs" shall occur if at any time a Tranche of Notes listed on the Interest Rate Market of the JSE or such other or further Relevant Financial Exchange, are not listed on the Interest Rate Market of the JSE or such other or further Relevant Financial Exchange for a period of more than 10 (ten) days, pursuant to which the Notes are de-listed and/or trading of the Notes on the Interest Rate Market of the JSE or such other or further Relevant Financial Exchange is suspended; Notes which will bear interest over respective periods at differing interest rates applicable to any combination of Fixed Rate Notesr Floating Rate Notes, Zero Coupon Notes or Indexed Notes, each as indicated in the Applicable Pricing Supplement(s) and as more fully described in Condition 83; Moody's Investors Services Limited; nominal annual compounded annually; nominal annual compounded monthly; nominal annual compounded quarterly; nominal annual compounded semi-annually; "Nedbank" Nedbank Limited, acting through its Nedbank Corporate and Investment Banking division (Registration Number 1951/000009/06), a public company with limited liability incorporated under the laws of South Africa and registered as a bank under the Banks Act, 1990; "Noteholders" the holders of Notes (as recorded in the Register); "Notes" the notes issued or to be issued by the Issuer under the Programme and represented by a Certificate or issued in the form of Uncertificated Notes, as the case may be; "One Capital" One Capital Sponsor Services (Proprietary) Limited (Registration Number 2000/023249/07), a private company with limited liability duly registered and incorporated in accordance with the laws of South Africa;

42 Programme Memorandum_Executlon/# v1 42 "Outstanding" in relation to the Notes, all the Notes issued other than (a) (b) (c) (d) (e) (f) those which have been redeemed in full; those in respect of which the date for redemption in accordance with the Terms and Conditions has occurred and the redemption moneys wherefor (including all interest (if any) accrued thereon to the date for such redemption and any interest (if any) payable under the Terms and Conditions after such date) remain available for payment against presentation of Certificates; those which have been purchased and cancelled as provided in Condition 10; those which have become void under Condition 12; if applicable, Notes represented by those mutilated or defaced Certificates which have been surrendered in exchange for replacement Certificates pursuant to Condition 14; (for the purpose only of determining how many Notes are Outstanding and without prejudice to their status for any other purpose), if applicable, those Notes represented by Certificates alleged to have been lost, stolen or destroyed and in respect of which replacement Certificates have been issued pursuant to Condition 14, provided that for each of the following purposes, namely - (i) the right to attend and vote at any meeting of the Noteholders; and (ii) the determination of how many and which Notes are for the time being Outstanding for the purposes of Conditions 19 and 20, all Notes (if any) which are for the time being held by the Issuer (subject to any applicable law) or by any person for the benefit of the Issuer and not cancelled (unless and until ceasing to be so held) shall be deemed not to be Outstanding;

43 Programme 43 "Paying Agent "Payment Day" "Principal Amount" Absa, unless the Issuer elects to appoint, in relation to a particular Tranche or Series of Notes, another entity as Paying Agent, in which event that other entity shall act as a Paying Agent in respect of that Tranche or Series of Notes, as indicated in the Applicable Pricing Supplement(s); any day which is a Business Day and upon which a payment is due by the Issuer in respect of any Notes; the nominal amount of each Note specified in the Applicable Pricing Supplement(s); "Programme" the ZAR31,910,000,000 Domestic Medium Term Note Programme under which the Issuer may from time to time issue Notes; "Programme Agreement" the amended and restated programme agreement dated on or about 13 August 2018 and entered into between the Arranger, the Dealer and the Issuer; "Programme Memorandum" this amended and restated programme memorandum issued by the Issuer in respect of Notes to be issued under the Programme providing information about the Issuer, the Notes and incorporating the Terms and Conditions, including any further amendments and/or supplements hereto from time to time; "Redemption Date "Rating Agency" the date upon which the Notes are redeemed by the Issuer in accordance with the provisions of Condition 10; Moody's and/or such other rating agency as may be appointed by the Issuer, from time to time; "Register" the register maintained by the Transfer Agent in terms of Condition 16; "Relevant Date" in respect of any payment relating to the Notes, the date on which such payment first becomes due, except that, in relation to monies payable to the Central Securities Depository in accordance with these Terms and Conditions, it means the first date on which - (i) the full amount of such monies have been received by the Central Securities Depository, (ii) such monies are available for payment to the holders of Beneficial Interests, and (iii) notice to that effect has been duly given to such holders in accordance with the Applicable Procedures;

44 Programme Memorandum_Execution/# v1 44 "Relevant Financial Exchange" the JSE and/or any such other financial exchange(s) on which the Notes may be listed; "Representative" a person duly authorised to act on behalf of a Noteholder, who may be regarded by the Issuer, the Transfer Agent and the Paying Agent (acting in good faith) as being duly authorised based upon the tacit or express representation thereof by such Representative, in the absence of express notice to the contrary from such Noteholder; "SANRAL Act' The South African National Roads Agency Limited and National Roads Act, 1998 (as amended); "Series" a Tranche of Notes together with any further Tranche 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 their respective Issue Dates, Interest Commencement Dates and/or Issue Prices and "holders of Notes of the relevant Series" and related expressions shall be construed accordingly; "Settlement Agent" a Central Securities Depository Participant, approved by the JSE or any other relevant financial exchange to perform electronic settlement of both funds and scrip on behalf of market participants; "Terms and Conditions" "Toll Business" "Toll Plaza" "Toll Road" "Tranche" the terms and conditions applicable to the Notes as incorporated in this section headed "Terms and Conditions of the Notes" and in accordance with which the Notes will be issued; the business, undertakings, assets, liabilities, revenues and expenses of the Issuer relating to Toll Roads and Toll Plazas; a "toll plaza" for purposes of the SANRAL Act; a "toll road" for purposes of the SANRAL Act; in relation to any particular Series, all Notes which are identical in all respects (including as to listing) except for their respective Issue Dates, Interest Commencement Date and/or Issue Prices and "holders of Notes of a relevant Tranche" and related expressions shall be construed accordingly;

45 Programme Memorandum Execubon/# v1. 45 "Transfer Agent't 'Transfer Form" "Uncertificated Note" "ZAR" "ZAR-JIBAR Rate" "Zero Coupon Notes" Computershare Investor Services Proprietary Limited (Registration Number 2004/003647/07), unless the Issuer elects to appoint, in relation to a particular Tranche or Series of Notes, another entity as Transfer Agent in accordance with the Agency Agreement, in which event that other entity shall act as Transfer Agent in respect of that Tranche or Series of Notes, as indicated in the Applicable Pricing Supplement(s); the written form for the transfer of a Certificated Note, in the form approved by the Transfer Agent, and signed by the transferor and transferee; a Note issued in uncertificated form and in accordance with section 33 of the Financial Markets Act, and as such, not represented by any Certificates or any other written document or instrument and held in the Central Securities Depository; the lawful currency of the Republic of South Africa, being South African Rand, or any successor currency; the mid-market rate for deposits in ZAR for a period of the Designated Maturity which appears on the Reuters Screen SAFEY Page as at llhoo, Johannesburg time on the relevant date, or any successor rate; and Notes which will be offered and sold at a discount to their Principal Amount or at par and will not bear interest other than in the case of late payment. 2 ISSUE 2.1 Notes may at any time and from time to time be the consent of the existing Noteholders, in Programme. A Tranche of Notes may, together Tranches, form a Series of Notes issued under the issued by the Issuer, without Tranches pursuant to the with a further Tranche or Programme 2.2 The Noteholders are, by virtue of their subscription for or purchases of the Notes, deemed to have notice of, and are entitled to the benefit of, and are subject to, all the provisions of the Applicable Pricing Supplement(s) and the Guarantee. 2.3 The Applicable Pricing Supplement for each Tranche of Notes is (to the extent relevant) incorporated herein for the purposes of those Notes and supplements these Terms and Conditions. The Applicable Pricing Supplement(s) may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Terms and Conditions, replace or modify these Terms and Conditions for the purposes of those Notes.

46 Programme The Notes are liabilities of the Issuer in relation to, and accordingly form part of, the Issuers Toll Business. Accordingly, all payments on or in respect of the Notes will only be made from funds available to the Issuer in respect of its Toll Business 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 herein defined shall bear the meaning assigned to them in the Applicable Pricing Supplement(s). 3 FORM AND DENOMINATION 3.1 General 31.1 Notes will be issued in such denominations as may be determined by the Issuer and as indicated in the Applicable Pricing Supplement(s) All payments in relation to the Notes will be made in the Specified Currency Each Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Indexed Interest Note, an Indexed Redemption Amount Note, a or a combination of any of the aforegoing or such other types of Notes as may be determined by the Issuer, as specified in the Applicable Pricing Supplement(s). 3,1.4 Listed Notes may be issued under the Programme. Unlisted Notes may not 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 made in respect of the trading of Notes listed on the Interest Rate Market of the JSE and 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 be represented by an Individual Certificate. 3.4 Uncertificated Notes Uncertificated Notes will be issued in uncertificated form in terms of section 33 of the Financial Markets Act and will not be represented by any certificate or written instrument. A Tranche of Notes issued in uncertificated form will be held in the Central Securities Depository, and the holder of such Notes as reflected in the securities account of the Central Securities Depository and/or the relevant Central Securities Depository Participant, will be named in the Register as the registered Noteholder of that Tranche of Notes. An owner of a Beneficial Interest in Uncertificated Notes held in the Central Securities Depository shall be entitled to exchange such Beneficial Interest for an Individual Certificate in accordance with Condition 14.

47 Programme t'lemorandum_execution/# v TITLE 4.1 Certificated Notes Subject to the provisions set out below, title to Uncertuficated Notes will pass upon registration of transfer in the Register in accordance with Condition The Issuer, the Transfer Agent and the Paying Agent may deem and treat the registered holder of any Uncertificated Note as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes and shall not be bound to enter any trust in the Register 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 Uncertificated Notes Title to Uncertificated Registered Notes will pass upon registration of transfer in the Register in accordance with Condition The Issuer, the Transfer Agent and the Paying Agent may deem and treat the registered holder thereof as the absolute owner thereof (whether or not overdue and notwithstanding any notice of any previous loss or theft thereof) for all purposes and shall not be bound to enter any trust in the Register 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 Beneficial Interests in Uncertificated Notes may, in terms of existing law and practice, be transferred through the Central Securities Depository by way of book entry in the relevant securities accounts of the Central Securities Depository Participants. The transferee of such Uncertificated Notes, as reflected in the securities accounts of the Central Securities Depository and/or the relevant Central Securities Depository Participant, will be reflected in the Register as the noteholder in respect of such Uncertificated Notes transferred Any reference in this Programme Memorandum to the relevant Central Securities Depository Participants shall, in respect of Beneficial Interests, be a reference to the Central Securities Depository Participant appointed to 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 to Condition 7 and save for certain debts required to be preferred by law, rank equally with all other present and future unsecured (but guaranteed) and unsubordinated obligations 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 the Issuer under the Notes are guaranteed by the Guarantor on the terms and conditions as contained in the Guarantee, the salient features of which are described in the section entitled Salient Features of the Guarantee. 6.2 The Issuer undertakes in favour of the Noteholders not to issue Notes under the Programme having a Principal Amount, together with accrued but unpaid interest, which when considered with all other Guaranteed Instruments owing

48 Programme MemorandumExecutlon/# v1 48 by the Issuer at such time, exceeds the maximum amount available to be claimed at any time under the Guarantee. 7 NEGATIVE PLEDGE After the date of this Programme Memorandum and for so long as any of the Notes remain Outstanding, the Issuer undertakes not to (i) create or permit the creation of, any Encumbrance (as defined below) other than a Permitted Encumbrance (as defined below) over any Material Part (as defined below) of its Toll Business to secure any present or future Indebtedness (as defined below) (save for those that have been accorded preferential rights by law) without at the same time securing all Notes equally and rateably with such Indebtedness or providing such other security as may be approved by Extraordinary Resolution of the holders of the Notes, unless the provision of any such security is waived by an Extraordinary Resolution of the holders of those Notes, or (U) make any Dispos& (as defined below) of any Material Part (as defined below) of its Toll Business other than pursuant to or under a Permitted Disposal (as defined below). For the purposes of this Condition 7 - (a) (b) (c) Disposal means any sale, transfer, disposal or alienation of any Material Part of the Issuer's Toll Business and "Dispose" shall have a corresponding meaning; "Encumbrance" means any mortgage, pledge, hypothecation, assignment, cession-in-securitatem debiti, deposit by way of security or any other agreement or arrangement (whether conditional or not and whether relating to existing or to future assets), having the effect of providing a real (as opposed to a personal) right of security in respect of or over a Material Part of the Issuer's Toll Business to a creditor or any agreement or arrangement to give any such form of security to a creditor; Part" in relation to the Issuer's Toll Business means the whole or the greater part of the assets in the Issuer's Toll business acquired or established after the date of the establishment of the Programme on 30 July 2009, including all Toll Roads and Toll Plazas comprised in the proposed Gauteng Freeway Improvement Scheme, but excluding all Toll Roads and Toll Plazas existing as at the date of this Programme Memorandum; (d) "Permitted Disposal" means - (i) (ii) 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 and conditions; or any current or future concession granted by the Issuer over any asset in the Issuer's ToO Business (or part of such asset) on arms' length market related terms and conditions; (e) "Permitted Encumbrance" means - (i) (U) any Encumbrance existing as at the date of any Applicable Pricing Supplement(s); or any Encumbrance with respect to receivables of the Issuer's Toll Business which is created pursuant to any securitisation or like arrangement in accordance with normal market practice in relation to

49 Programme Memorandum Execution/# v1 49 any part of the Issuer's Toll Business and whereby the Indebtedness is 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 Encumbrance created for the sole purpose of financing or refinancing that asset owned, acquired, developed or constructed, provided that the Indebtedness so secured shall not exceed the bona fide market value of such asset or the cost of that acquisition, development or construction (including all interest and other finance charges, adjustments due to changes in circumstances and other charges reasonably incidental to such cost, whether contingent or otherwise) and where such market value or costs both apply, the higher of the two; or (iv) any Encumbrance over deposit accounts securing a loan to the Issuer of funds equal to the amounts standing to the credit of such deposit accounts; or (v) any Encumbrance created in the ordinary course of the Issuer's business; or (vi) (vu) any current or future concession granted by the Issuer over any asset in the Issuer's Toll Business (or part of such asset) on arms' length market related terms and conditions; or the financing or refinancing of any asset owned, acquired, developed or constructed by way of any project finance transaction or a similar arrangement; and (f) "Indebtedness" means any indebtedness of the Issuer in respect of its Toll Business for monies borrowed and (without double counting) guarantees (other than those given in the ordinary course of business) given, whether present or future, actual or contingent. The Issuer shall be entitled but not obliged to form, or procure the formation of, a trust or trusts or appoint, or procure the appointment of, an agent or agents to hold any 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), interest on Fixed Rate Notes will be paid on a six-monthly basis, on the Interest Payment Dates. Each Fixed Rate Note bears interest on its Principal Amount from (and including) the Interest Commencement Date to (but excluding) the Redemption 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 Payment Date(s) in each year and on the date of early redemption in accordance with Condition 10 or the Redemption Date, as the case may be, if either such date does not fall on an Interest Payment Date. The first payment of interest will be made on the Interest Payment Date next following the Interest Commencement Date.

50 Programme r'lemorandumexecution/# v1 50 Unless otherwise specified, the interest in respect of any six-monthly period shall be calculated by dividing the Fixed Interest Rate by two and multiplying the product by the Principal Amount, provided that - (a) if an Initial Broken Amount is specified in the Applicable Pricing Supplement(s), then the first Interest Amount shall equal the Initial Broken Amount specified in the Applicable Pricing Supplement(s); and (b) if a Final Broken Amount is specified in the Applicable Pricing Supplement(s), then the final Interest Amount shall equal the Final Broken Amount. Save as provided in the preceding paragraphs, if interest is required to be calculated for a period of other than one year (in the case of annual interest payments) or other than six months (in the case of semi-annual interest payments), as the case may be, such interest shall be calculated on the basis of the actual number of days in such period divided by Interest on Floating Rate Notes 8,2.1 Interest Payment Dates Each Floating Rate Note bears interest on its Principal Amount from (and including) the Interest Commencement Date to (but excluding the Redemption Date) at the rate equal to the Interest Rate. Such interest shall fall due for payment in arrears on the Interest Payment Date(s) in each year and on the date of early redemption in accordance with Condition 10 or the Redemption Date, as the case may be, if either such date does not fall on an Interest Payment Date. The first payment of interest will be made on the Interest Payment Date next following the Interest Commencement Date Interest Pate The Interest Rate payable from time to time in respect of the Floating Rate Notes will be determined - (a) (b) (c) on the basis of ISDA Determination; or on the basis of Screen Rate Determination; or on such other basis as may be determined by the Issuer, all as indicated in the Applicable Pricing Supplement(s) ISDA Determination Where ISDA Determination is specified in the Applicable Pricing Supplement(s) as the manner in which the Interest Rate is to be determined, the Interest Rate for each Interest Period will be the relevant ISDA Rate (as defined below) plus or minus (as indicated in the Applicable Pricing Supplement(s)) the Margin (if any). For the purposes of this Condition "ISDA Rate' for an Interest Period means a rate equal to the Floating Rate that would be determined by such Transfer Agent as is specified in

51 Programme rvlemorar,dumoxecution/# v1 51 the Applicable Pricing Supplement(s) under a notional interest rate swap transaction if that Transfer Agent were acting as Calculation Agent for that swap transaction under the terms of an agreement incorporating the ISDA Definitions and under which - (a) (b) the Floating Rate Option is as specified in the Applicable Pricing Supplement(s); the Designated Maturity is the period specified in the Applicable Pricing Supplement(s); and (c) the relevant Reset Date is either (i) if the applicable Floating Rate Option is based on the ZAR-JIBAR Rate on the first day of that Interest Period; or (ii) in any other case, as specified in the Applicable Pricing Supplement(s). "floating Rate", 'floating Rate Option", "Designated Maturity" and "Reset Date" have the meanings given to those expressions in the ISDA Definitions. When this Condition applies, in respect of each Interest Period such agent as is specified in the Applicable Pricing Supplement(s) will be deemed to have discharged its obligations under Condition 8,2.6 in respect of the determination of the Interest Rate if it has determined the Interest Rate in respect of such Interest Period in the manner provided in this Condition Screen Pate Determination Where Screen Rate Determination is specified in the Applicable Pricing Supplement(s) as the manner in which the Interest Rate is to be determined, the Interest Rate for each Interest Period will, subject as provided below, be either - (a) the offered quotation (if there is only one quotation on the Relevant Screen Page); or (b) the arithmetic mean (rounded if necessary to the fifth decimal place, with being rounded upwards) of the offered quotations, 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 the Interest Determination Date in question, plus or minus (as indicated in the Applicable Pricing Supplement(s)) the Margin (if any), all as determined by the Calculation Agent. If five or more such offered quotations are available on the Relevant Screen Page the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by such agent for the purpose of determining the arithmetic mean (rounded as provided above) of such offered quotations. If the Relevant Screen Page is not available or if, in the case of (a) above in this Condition 8.2.4, no such offered quotation appears or, in the case of (b) above in this Condition 8.2.4, fewer than three such offered quotations appear, in each case at the time specified in the preceding

52 Programme MemorandumExecution/# vt 52 paragraph, the Calculation Agent shall request the principal Johannesburg office of each of the Reference Banks (as defined below) to provide the Calculation Agent with its offered quotation (expressed as a percentage rate per annum) for the Reference Rate at approximately llhoo (Johannesburg time) on the Interest Determination Date in question. If two or more of the Reference Banks provide the Calculation Agent with such offered quotations, the Interest Rate for such Interest Period shall be the arithmetic mean (rounded if necessary to the fifth decimal place with being rounded upwards) of such offered quotations plus or minus (as appropriate) the Margin (if any), all as determined by the Calculation Agent. If the Interest Rate cannot be determined by applying the provisions of the preceding paragraphs of this Condition 8.2.4, the Interest Rate for the relevant Interest Period shall be the rate per annum which the Calculation Agent determines as being the arithmetic mean (rounded if necessary to the fifth decimal place, with being rounded upwards) of the rates, as communicated to (and at the request of) the Calculation Agent by the Reference Banks or any two or more of them, at which such banks offered, at approximately llhoo (Johannesburg time) on the relevant Interest Determination Date, in respect of deposits in an amount approximately equal to the Principal Amount of the Notes of the relevant Series, for a period equal to that which would have been used for the Reference Rate, to Reference Banks in the Johannesburg interbank market plus or minus (as appropriate) the Margin (if any). If fewer than two of the Reference Banks provide the Calculation Agent with such offered rates, the Interest Rate for the relevant Interest Period will be determined by the Calculation Agent as the arithmetic mean (rounded as provided above) of the rates for deposits in an amount approximately equal to the Principal Amount of the Notes of the relevant Series, for a period equal to that which would have been used for the Reference Rate, quoted at approximately llhoo (Johannesburg time) on the relevant Interest Determination Date, by four leading banks in Johannesburg (selected by the Calculation Agent and approved by the Issuer) plus or minus (as appropriate) the Margin (if any). If the Interest Rate cannot be determined in accordance with the foregoing provisions of this paragraph, the Interest Rate shall be determined as at the last preceding Interest Determination Date (though substituting, where a different Margin is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin relating to the relevant Interest Period, in place of the Margin relating to that last preceding Interest Period). If the Reference Rate from time to time in respect of Floating Rate Notes is specified in the Applicable Pricing Supplement(s) as being other than the ZAR-JIBAR Rate, the Interest Rate in respect of such Notes will be determined, in the manner provided above, or as may be provided in the Applicable Pricing Supplement(s). "Reference Banks" means for the purposes of this Condition four leading banks in the South African inter-bank market selected by the Calculation Agent and approved by the Issuer Minimum and/or Maximum Interest Pate If the Applicable Pricing Supplement(s) specifies a Minimum Interest Rate for any Interest Period, then the Interest Rate for such Interest Period

53 Programme Memorandurn_Execution/# v1 53 shall in no event be less than such Minimum Interest Rate and/or if it specifies a Maximum Interest Rate for any Interest Period, then the Interest Rate for such Interest Period shall in no event be greater than such Maximum Interest Rate Determination of Interest Rate and calculation of Interest Amount The Calculation Agent will, in the case of Floating Rate Notes, at or as soon as practical after each time at which the Interest Rate is to be determined, determine the Interest Rate and calculate the Interest Amount for the relevant Interest Period, Unless stated otherwise in the Applicable Pricing Supplement(s), each Interest Amount shall be calculated by multiplying the Interest Rate by the Principal Amount, then multiplying the product by the applicable Day Count Fraction and rounding the resultant product to the nearest smallest denomination of the Specified Currency, half of any such denomination being rounded upwards. "Day Count Fraction means in respect of the calculation of the Interest Amount for any Interest Period - (a) (b) if "Actual/365", "Act/365", "Actual/Actual" or "Act/Act" is specified in the Applicable Pricing Supplement(s), the actual number of days in the Interest Period in respect of which payment is being made divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (i) the actual number of days in that portion of the Interest Period falling in a leap year divided by 365 and (ii) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 365); or 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 of which payment is being made divided by 365; or (c) if "Actual/360", "Act/360" or "A/360" is specified in the Applicable Pricing Supplement(s), the actual number of days in the Interest Period in respect of which payment is being made divided by 360; or (d) if "30/360", "360/360" or "Bond Basis" is specified in the Applicable Pricing Supplement(s), the number of days in the Interest Period in respect of which payment is being made divided by 360 (the number of days to be calculated on the basis of a year of 360 days with day months (unless (i) the last day of the Interest Period is the 31st day of a month but the first day of the Interest Period is a day other than the 30th or 31st day of a month, in which case the month that includes that last day shall not be considered to be shortened to a 30-day month or (U) that last day of the Interest Period is the last day of the month of February, in which case the month of February shall not be considered to be lengthened to a 30-day month); or (e) such other calculation method as is specified in the Applicable Pricing Supplement(s).

54 Programme Memorandum_Executiori/# v Notification of Interest Rate arid Interest Amount The Calculation Agent (or such other agent as is specified in the Applicable Pricing Supplement(s)) will cause the Interest Rate and each Interest Amount for each Interest Period and the relevant Interest Payment Date to be notified to the Issuer, the Paying Agent, the Transfer Agent, the Noteholders, any financial exchange on which the relevant Floating Rate Notes are for the time being listed (if applicable) and the Central Securities Depository, including through the publication on SENS, as soon as possible after their determination but not later than the third Business Day prior to the Interest Payment Date. Each Interest Amount and Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) in the event of an extension or shortening of the Interest Period. Any such amendment will be promptly notified to the Issuer, the Transfer Agent, the Paying Agent, the Noteholders, each financial exchange on which the relevant Floating Rate Notes are for the time being listed (if applicable) and the Central Securities Depository Certificates to be Final All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 8.2 by the Calculation Agent shall, in the absence of wilful deceit, bad faith, manifest error or dispute as set out hereunder, be binding on the Issuer, the Transfer Agent, the Calculation Agent, the Paying Agent and all Noteholders, and no liability to the Issuer or the Noteholders shall attach to the Transfer Agent, the Calculation Agent or the Paying Agent (as the case may be) in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions. Where the Issuer acts as the Calculation Agent and in the event that Noteholders holding not less than 25% in aggregate of the Principal Amount of the Notes for the time being Outstanding, deliver to the Issuer a written notice of objection to any determination made by the Issuer within five Business Days of notification of the Interest Rate and Interest Amount in accordance with Condition 8.2.7, such determination shall not be regarded as final and upon such notification, the Issuer shall request the chief executive officer for the time being of the Relevant Financial Exchange to appoint an independent third party to make such determination. Such independent third party shall make such determination promptly as an expert and not as an arbitrator and their determination, in the absence of wilful deceit, bad faith or manifest error, shall be binding on the Issuer and all Noteholders, and no liability to the Issuer or the Noteholders shall attach to such third party in connection with the exercise or non-exercise by them of their powers, duties and discretions pursuant to such provisions. The costs of procuring and effecting such determination shall be borne by the Issuer in the event that the determination of such third party differs from that of the Issuer as Calculation Agent and shall be borne by the Noteholders disputing such determination by the Issuer in the event that the determination of such third party confirms that of the Issuer as Calculation Agent. 8.3 Interest on Mixed Rate Notes The interest rate payable from time to time on Mixed Rate Notes shall be the interest rate payable in any combination of Fixed Rate Notes, Floating Rate

55 Prooramnie frlemorandumexecubon/# v1 Notes, Zero Coupon Notes or Indexed Notes for respective periods, each as specified in the Applicable Pricing Supplement(s). During each such applicable period, the interest rate on the Mixed Rate Notes shall be determined and fall due for payment on the basis that such Mixed Rate Notes are Fixed Rate Notes, Floating Rate Notes, Zero Coupon Notes or Indexed Notes, as the case may be. 8,4 Interest on Indexed Notes In the case of Indexed Notes, if the Interest Rate or Final Redemption Amount fails to be determined by reference to an index and/or a formula, such rate or amount payable shall be determined in the manner specified in the Applicable Pricing Supplement(s). Any interest payable shall fall due for payment on the Interest Payment Date(s). 8.5 Accrual of Interest Each Note (or in the case of the redemption of part only of a Note, that part only of such Note) will cease to bear interest (if any) from the date of its redemption unless, upon due presentation thereof, payment of principal is improperly withheld or refused. In such event, interest will accrue at the SAFEX Overnight Deposit Rate (to be found on the Reuters Screen SAFEY page as at llhoo (Johannesburg time) on the presentation date, or any successor rate) until whichever is the earlier of - (a) (b) the date on which all amounts due in respect of such Note have been paid; and the date on which the full amount of the moneys payable has been received by the Paying Agent and notice to that effect has been given to Noteholders in accordance with Condition 18. In the event that the SAFEX Overnight Deposit Rate is not ascertainable from the relevant screen page at the time contemplated above, the Calculation Agent shall follow the procedure contemplated in Condition 8,2.4 to ascertain a rate. 8.6 Business Day Convention If any Interest Payment Date (or other date) which is specified in the Applicable Pricing Supplement(s) to be subject to adjustment in accordance with a Business Day Convention would otherwise fall on a day which is not a Business Day, then, if the Business Day Convention specified is - (a) the "Floating Rate Business Day Convention", such Interest Payment Date (or other date) shall in any case where Interest Periods are specified in accordance with Condition 8.2.5, be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event - (i) such Interest Payment Date (or other date) shall be brought forward to the first preceding Business Day; and (H) each subsequent Interest Payment Date (or other date) shall be the last Business Day in the month which falls the number of months or other period specified as the Interest Period in the Applicable Pricing Supplement(s) after the preceding applicable Interest Payment Date (or other date) has occurred; or

56 Programme Memorandum Execution/# v1. 56 (b) the "Following Business Day Convention", such Interest Payment Date (or other date) shall be postponed to the next day which is a Business Day; or (c) the "Modified Following Business Day Convention", such Interest Payment Date (or other date) shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date (or other such date) shall be brought forward to the first preceding Business Day; or (d) the "Preceding Business Day Convention", such Interest Payment Date (or other date) shall be brought forward to the first preceding Business Day. 9 PAYMENTS 9.1 General Payments of principal and/or interest in respect of Uncertificated Notes will be made to the Central Securities Depository and/or the Central Securities Depository Participant or such other registered holder of the Uncertificated Notes, as the case may be, as shown in the Register on the Last Day to Register, and the Issuer will be discharged of its relevant payment obligations by proper payment to the Central Securities Depository and/or the Central Securities Depository Participant or such other registered holder of the Uncertificated 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 Depository and the Central Securities Depository Participant, as the case may be, shall look solely to the Central Securities Depository or the Central Securities Depository Participant, as the case may be, for his/her share of each payment so made by the Issuer to the registered holder of such Uncertificated Notes. Payments of principal and/or interest in respect of holders of Individual Certificates shall be made to the registered holder of such Note, as set forth in the Register on the close of business on the Last Day to Register. In addition to the above, in the case of a final redemption payment, the holder of the Individual Certificate shall be required, on or before the Last Day to Register which is immediately prior to the Redemption Date, to surrender such Individual 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 by electronic funds transfer. If the Issuer is prevented or restricted directly or indirectly from making any payment by electronic funds transfer in accordance with the preceding paragraph (whether by reason of strike, lockout, fire, explosion, floods, riot, war, accident, act of God, embargo, legislation, shortage of or breakdown in facilities, civil commotion, unrest or disturbances, cessation of labour, Government interference or control or any other cause or contingency beyond the control of the Issuer), the Issuer shall make such payment by cheque (or by such number of cheques as may be required in accordance with applicable banking law and practice) to make payment of any such amounts. Such payments by cheque shall be sent by post to -

57 Programme Memorandum_Execution/# v (a) (b) the address of the Noteholder, as set forth in the Register; or in the case of joint Noteholders, the address set forth in the Register of that one of them who is first named in the Register in respect of that Note. Each such cheque shall be made payable to the relevant Noteholder or, in the case of joint Noteholders, the first one of them named in the Register. Cheques may be posted by ordinary post, provided that neither the Issuer nor the Paying Agent shall be responsible for any oss in transmission and the postal authorities shall be deemed to be the agent of the Noteholders for the purposes of all cheques posted in terms of this Condition 92. In the case of joint Noteholders, payment by electronic funds transfer will be made to the account of the Noteholder first named in the Register. Payment by electronic transfer to the Noteholder first named in the Register shall discharge the Issuer of its relevant payment obligations under the Notes. Payments will be subject in all cases to any taxation or other laws, directives and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition Surrender of Certificates No payment in respect of the final redemption of Certificated Notes shall be made until 10 days after the date on which the Certificate in respect of such Notes to be redeemed has been surrendered to the Paying Agent. No payment in respect of the final redemption of a Certificated Note shall be made until the later of - (a) the Relevant Date; and (b) the date on which the Certificate in respect of the Note to be redeemed has been surrendered to the Paying Agent. Upon final redemption as aforesaid, all unmatured interest relating to Certificated Notes (whether or not surrendered with the relevant Certificate) shall become void and no payment shall be made thereafter in respect of them. Documents required to be presented and/or surrendered to the Paying Agent in accordance with these Terms and Conditions shall be so presented and/or surrendered at the office of the Paying Agent specified in the Applicable Pricing Supplement(s). Holders of Uncertificated Notes shall not be required to present and/or surrender any documents of title to the Paying Agent, however, they may be required to present such other documentation as the Central Securities Depository Participant or Paying Agent (to the extent that the Central Securities Depository Participant is not the Paying Agent in terms of the Applicable Pricing Supplement(s)) may prescribe under its then prevailing rules.

58 Programme Memorandum_Execution/# v Payment Day If the date for payment of any amount in respect of any Note is not a Business Day 94.1 if a Business Day Convention is specified in the Applicable Pricing Supplement, such date for payment shall be adjusted according to such Business Day Convention and the holder thereof shall not be entitled to further interest or other payments in respect of such delay; and is not subject to adjustment in accordance with a Business Day Convention, the holder thereof shall not be entitled to payment until the next following Payment Day in the relevant place for payment and shall not be entitled to further interest or other payment in respect of such delay. 9.5 Interpretation of principal and interest Any reference in these Terms and Conditions to principal in respect of the Notes shall be deemed to include, as applicable (a) any additional amounts which may be payable with respect to principal under Condition 11; (b) (c) (d) (e) the Final Redemption Amount of the Notes or the Early Redemption Amount of the Notes, as the case may be; the Optional Redemption Amount(s) (if any) of the Notes; in relation to Zero Coupon Notes, the Amortised Face Amount (as defined under Condition 10.7); and any premium and any other amounts which may be payable under or in 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 Notes shall be deemed to include, as applicable, any additional amounts which may be payable with respect to interest under Condition 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 Final Redemption Amount specified in, or determined in the manner specified in, the Applicable Pricing Supplement(s) on the Redemption Date 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 Indexed Notes or Mixed Rate Notes having an interest rate then determined on a floating or indexed basis) or on any Interest Payment Date (in the case of Floating Rate Notes or Indexed Notes or Mixed Rate Notes having an interest rate then determined on a floating or indexed basis), on giving not less than

59 Programme nor more than 60 days' notice to the Noteholders in accordance with Condition 18 (which notice shall be irrevocable), if the Issuer is of the reasonable opinion that - (a) (b) on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay additional amounts as provided for or referred to in Condition 11 as a result of any change in or amendment to, the aws or regulations of the country of domicile (or residence for tax reasons) of the Issuer or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the Issue Date; and such obligation cannot be avoided by the Issuer taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts were a payment in respect of the Notes then due. On the date of publication of any notice of redemption pursuant to this Condition 10.2, the Issuer shall deliver to the Transfer Agent and the Paying Agent at their registered offices, for inspection by any holder of Notes so redeemed, a certificate signed by two authorised signatories of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an opinion of independent legal advisors of recognised standing to the effect that the Issuer has or will become obliged to pay such additional amounts as a result of such change or amendment. Notes redeemed for tax reasons pursuant to this Condition 10.2 will be redeemed at their Early Redemption Amount referred to in Condition 10.7, together (if appropriate) with interest accrued to (but excluding) the date of redemption Redemption at the option of the Issuer If the Issuer is specified in the Applicable Pricing Supplement(s) as having an option to redeem, the Issuer shall be entitled, having given - (a) (b) the required notice set out in the Applicable Pricing Supplement(s) to the Noteholders in accordance with Condition 18; and 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 Notes then Outstanding on the Optional Redemption Date(s) and at the Optional Redemption Amount(s) specified in, or determined in the manner specified in, the Applicable Pricing Supplement(s) together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date(s). Any such redemption amount must be of a nominal amount equal to or greater than the Minimum Redemption Amount or equal to or less than a Higher Redemption Amount, both as indicated in the Applicable Pricing

60 Programme Flemorandurn_Execution/# v1 60 Supplement(s). In the case of a partial redemption of Notes, the Notes to be redeemed ("Redeemable Notes") will be selected - (a) in the case of Redeemable Notes represented by Individual Certificates individually by lot; (b) in the case of Redeemable Notes represented by Uncertificated Notes, in accordance with the Applicable Procedures, and in each such case not more than 30 days prior to the date fixed for redemption (such date of selection being hereinafter called the "Selection Date"). A list of the serial numbers of the Certificates representing Certificated Notes will be published in accordance with Condition 18 not less than 15 days prior to the date fixed for redemption. No exchange of Beneficial Interests in Notes issued in the form of Uncertificated Notes for Individual Certificates will be permitted during the period from and including the Selection Date to and including the date fixed for redemption pursuant to this Condition 10.3 and notice to that effect shall be given by the Issuer to the Noteholders in the notice to Noteholders contemplated 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 to them by the Issuer as contemplated above. Where only a portion of the Notes represented by such Certificates are redeemed, the Transfer Agent shall deliver new Certificates to such Noteholders in respect of the balance of the Notes Redemption at the option of Noteholders If Noteholders are specified in the Applicable Pricing Supplement(s) as having an option to redeem any Notes, such Noteholders may redeem the Notes represented by an Individual Certificate, by delivering to the Issuer and the Transfer Agent in accordance with Condition 18, a duly executed notice ("Put Notice"), at least 15 days but not more than 30 days, prior to the applicable Optional Redemption Date. The redemption amount specified in such Put Notice in respect of any such Note must be of a nominal amount equal to or greater than the Minimum Redemption Amount or equal to or less than the Higher Redemption Amount, each as indicated in the Applicable Pricing Supplement(s). The redemption of the Notes represented by Uncertificated Notes shall take place in accordance with the Applicable Procedures. Where a Noteholder redeems the Notes represented by an Individual Certificate, such Noteholder shall deliver the Individual Certificate, to the Transfer Agent for cancellation by attaching it to a Put Notice. A holder of an Individual Certificate shall specify its payment details in the Put Notice for the purposes of payment of the Optional Redemption Amount. The Issuer shall proceed to redeem such Notes (in whole but not in part) in accordance with the terms of the Applicable Pricing Supplement(s), at the Optional Redemption Amount and on the Optional Redemption Date, together,

61 Programme Nlemorandum_Execution/# v1 61 if appropriate, with interest accrued to (but excluding) the Optional Redemption Date(s)! The delivery of Put Notices shall be required to take place during normal office hours of the Transfer Agent! Put Notices shall be available from the registered office of the Issuer Redemption following the occurrence of a Credit Rating Event Notes may be redeemed at the option of the Noteholders following the occurrence of a Credit Rating Event, subject to the provisions of this Condition Promptly upon the Issuer becoming aware that a Credit Rating Event has occurred, but in any event within three Business Days of the occurrence of such Credit Rating Event, the Tssuer shall give the required notice (the "Credit Rating Event Notice") to the Noteholders in accordance with Condition 18, specifying the nature of the Credit Rating Event, the circumstances giving rise to 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, each Noteholder shall have 14 days thereafter to exercise its Credit Rating Event Option (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 a written notice (the "Credit Rating Event Redemption Notice") in accordance with Condition 18, to the Issuer to that effect. The failure by a Noteholder to deliver a Credit Rating Event Redemption Notice within the Credit Rating Event Election Period shall be deemed to be an election by such Noteholder not to exercise the Credit Rating Event Option. Upon receipt by the Issuer of the Credit Rating Event Redemption Notice the Issuer shall redeem the Notes at the Early Redemption Amount referred to in Condition 10.7, together with accrued interest (if any) on - (a) (b) the Interest Payment Date immediately following the Credit Rating Event Election Period; or if the Credit Rating Event Election Period expires within a Books Closed Period, the subsequent Interest Payment Date following the Interest Payment Date falling at the end of the Credit Rating Event Election Period, provided that in each case the Notes shall not be redeemed later than their stated Redemption Date Redemption following the occurrence of a Listing Event Notes may be redeemed at the option of the Noteholders following the occurrence of a Listing Event, subject to the provisions of this Condition 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 Listing Event, the Issuer shall give notice (the "Listing Redemption Notice") to the Noteholders in accordance with Condition 18, specifying the nature of the

62 Programme Memorandum_Executlon/# v1 62 Listing Event, the circumstances giving rise to it and the procedure for exercising the option to redeem the Notes (the "Listing Redemption Option"). Upon receipt of a Listing Redemption Notice, each Noteholder shall exercise its Listing Redemption Option by delivering a written notice ("Noteholder Listing Redemption Notice"), in accordance with Condition 18, to the Issuer within 14 days of receipt of the Listing Redemption Notice from the Issuer (the "Listing Option Election Period"). A failure by a Noteholder to deliver a Noteholder Listing Redemption Notice within the Listing Option Election Period shall be deemed to be an election by such Noteholder not to exercise its Listing Redemption Option. Upon receipt by the Issuer of the Noteholder Listing Redemption Notice, the Issuer shall redeem the relevant Note(s) at the Early Redemption Amount referred to in Condition 107, together with accrued interest (if any) on - (a) (b) the Interest Payment Date immediately following the Listing Option Election Period; or if the Listing Option Election Period expires within a Books Closed Period the subsequent Interest Payment Date following the Interest Payment Date falling at the end of the Listing Option Election Period, provided that in each case the relevant Note(s) shall not be redeemed later than their stated Redemption Date Early Redemption Amounts For the purpose of Conditions 10.2, 10.5, 10.6 and Condition 13 (and otherwise as stated herein), the Notes will be redeemed at the Early Redemption Amount calculated as follows - (a) (b) (c) in the case of Notes with a Final Redemption Amount equal to the Principal Amount, at the Final Redemption Amount thereof; or in the case of Notes (other than Zero Coupon Notes) with a Final Redemption Amount which is or may be less or greater than the Issue Price, to be determined in the manner specified in the Applicable Pricing Supplement(s), at that Final Redemption Amount or, if no such amount or manner is so specified in the Applicable Pricing Supplement(s), at their Principal Amount; or in the case of Zero Coupon Notes, at an amount (the "Amortised Face 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 Issue Date to (but excluding) the date fixed for redemption or, as the case may be, the date upon which such Note becomes due and payable, or such other amount as is provided in the Applicable Pricing Supplement(s). Where such calculation is to be made for a period which is not a whole number of years, it shall be calculated on the basis of actual days elapsed divided by 365, or such other calculation basis as may be specified in the Applicable Pricing Supplement(s).

63 Programme Memorandum_Execution/# v Purchases The Issuer may at any time purchase Notes at any price in the open market or otherwise. In the event of the Issuer purchasing Notes, such Notes may (subject to restrictions of any applicable law) be held, resold or, at the option of the Issuer, cancelled. The Issuer shall not be entitled to vote on any Notes purchased by it in the open market or otherwise, as contemplated in this Condition 10, Cancellation All Notes which are redeemed will forthwith be cancelled. Where only a portion of Notes represented by a Certificate are cancelled, the Transfer Agent shall deliver a Certificate to such Noteholder in respect of the balance of the Notes Late payment on Zero Coupon Notes 11 TAXATION If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note, pursuant to Condition 13 or upon its becoming due and repayable as provided in Condition 13, is improperly withheld or refused, the amount due and repayable in respect of such Zero Coupon Note shall be the amount calculated as provided in paragraph (c) under Condition 10.7, as though the references therein to the date fixed for the redemption or the date upon which such Zero Coupon Note becomes due and payable were replaced by references to the date which is the earlier of - (i) the date on which all amounts 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 the moneys payable has been received by the Central Securities Depository, and notice to that effect has been given to the Noteholders in accordance with Condition 18. As at the date of issue of this Programme Memorandum, all payments of principal or interest in respect of the Notes will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges ("taxes") of whatever nature imposed, levied, collected, withheld or assessed by or in or on behalf of South Africa or any political subdivision or any authority thereof or therein having power to tax, unless such withholding or deduction is required by law. The payment of any taxes by the Issuer as an agent or representative tax payer for a Noteholder shall not constitute a withholding or deduction for the purposes of this Condition 11. In the event of any such withholding or deduction in respect of taxes being levied or imposed on interest or principal payments on Debt Instruments (as defined below), the Issuer shall pay such additional amounts as shall be necessary in order that the net amounts received by the Noteholders after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, as the case may be, in the absence of such withholding or deduction except that no such additional amounts shall be payable with respect to any Note - (a) held by or on behalf of a Noteholder, who is liable for such taxes in respect of such Note by reason of it having some connection with the country of domicile (or residence for tax purposes) of the Issuer other than the mere holding of such Note or the receipt of principal or interest in respect thereof; or

64 Programme Memorandum_Executlon/# v1 64 (b) held by or on behalf of a Noteholder which would not be liable or subject to the withholding or deduction by complying with any statutory requirement or by making a declaration of non-residence or other similar claim for exemption to the relevant tax authority (the effect of which is not to require the disclosure of the identity of the relevant Noteholder); or (c) where such withholding or deduction is in respect of taxes levied or imposed on interest or principal payments only by virtue of the inclusion of such payments in the Taxable Income or Taxable Gains (each as defined below) of any Noteholder; or (d) where (in the case of any payment of principal or interest which is conditional on surrender of the relevant Certificate in accordance with these Terms and Conditions) the relevant Certificate is surrendered for payment more than 30 days after the Relevant Date except to the extent that the relevant Noteholder would have been entitled to an additional amount on presenting the Certificate for payment on such 30th day; or (e) (f) (g) if such withholding or deduction arises through the exercise by revenue authorities of special powers in respect of tax defaulters; or where the Noteholder is entitled to claim a tax reduction, credit or similar benefit in respect to such withholding or deduction in terms of the Noteholder's domestic tax laws or applicable double tax treaty; or where such withholding or deduction is required to be made by the Paying Agent from any payment of principal and/or interest in respect of such Notes if such payment can be made without withholding or deduction by any other Paying Agent. In the event that payment can be made without withholding or deduction by any other Paying Agent, the Issuer shall use its reasonable endeavours to appoint such other Paying Agent provided that the Issuer shall not incur any material costs and/or expenses in making such appointment. (h) For the purposes of this Condition 11 - (i) (H) (Hi) "Debt Instrument" means any "instrument" as defined in section 243(1) of the Income Tax Act; "Taxable Income" means any "taxable income" as defined in section 1 of the Income Tax Act; "Taxable Gain" means any "taxab/e capital gain" as defined in paragraph 1 of Schedule 8 to the Income Tax Act; and 12 PRESCRIPTION (iv) "Income Tax Act" means the Income Tax Act, 1962, as amended. The Notes will become void unless presented for payment of principal and interest within a period of three years after the Relevant Date therefor save that any Certificate constituting a "bill of exchange or other negotiable instrument" in accordance with section 11 of the Prescription Act, 1969 will become void unless presented for payment of principal and interest within a period of six years from the Relevant Date.

65 Programme Memorendum_Execution/# v EVENTS OF DEFAULT 13.1 An Event of Default shall occur if the Issuer fails to pay any principal or interest under the Notes on its due date for payment and such failure continues for a period of five Business Days after receiving written notice from the Noteholders demanding such payment; or the Issuer fails to perform or observe any of its other obligations under any of the Terms and Conditions and such failure continues for a period of 30 calendar days after receipt by the Issuer of a notice from the Noteholders in respect of such failure (and for these purposes, a failure to perform or observe an obligation shall be deemed to be remediable notwithstanding that the failure results from not doing an act or thing by a particular time); or the Issuer fails to remedy a breach of Condition 7 and such failure continues for a period of 30 calendar days after receipt by the Issuer of written notice from Noteholders requiring same to be remedied; or the Issuer defaults in the payment of the principal or interest, or any obligations in respect of Material Indebtedness of, or assumed or guaranteed by, the Issuer when and as the same shall become due and payable and where notice has been given to the Issuer of the default and if such default shall have continued for more than the notice period (if any) applicable thereto and the time for payment of such interest or principal or other obligation has not been effectively extended or if any such obligations of, or assumed or guaranteed by, the Issuer shall have become repayable before the due date thereof as a result of acceleration of maturity by reason of the occurrence of any event of default thereunder; 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 the Issuer to comply with its respective obligations under the Notes or the Guarantor to comply with its obligations under the Guarantee is not taken, fulfilled or done, or any such consent, licence, approval or authorisation shall be revoked, modified, withdrawn or withheld or shall cease to be in full force and effect, resulting in the Issuer or the Guarantor (as the case may be) being unable to perform any of their respective payments or other obligations in terms of the Notes or the Guarantee and the Issuer or the Guarantor, as the case may be, fails to remedy such circumstances (if capable of remedy) within 30 calendar days of receiving written notice from the Noteholders demanding same to be remedied; or the Issuer ceases or threatens to cease to carry on the whole or a substantial part of its Toll Business, or disposes of the whole or a substantial part of its Toll Business, save (i) for the purposes of reorganisation on terms previously approved by an Extraordinary Resolution of the Noteholders, or (H) as may be required by or in accordance with any legislation or governmental directive, or (Hi) for any Permitted Disposal (as defined in Condition 7); or the Issuer stops or threatens to stop payment of, or is unable to, or admits inability to, pay, its debts (or any class of its debts) as they fall

66 Programme Memorandum_Executionf# v1 66 due, or is deemed unable to pay its debts within the meaning of section 344 of the Companies Act! 1973; or the Issuer is placed in liquidation, dissolved or is wound up, whether provisionally or finally, business rescue proceedings are commenced, or any process similar thereto, or an order is made or an effective resolution or act of parliament is passed for the winding-up, dissolution or liquidation of the Issuer save for the purposes of a merger, amalgamation, consolidation, reconstruction or reorganisation in respect of the Issuer on terms previously approved by an Extraordinary Resolution of Noteholders; or any mortgage, pledge, lien or other encumbrance present or future, created or assumed by the Issuer in respect of any Material Indebtedness of the Issuer is enforced by the holder thereof; or the Issuer initiates or consents to judicial proceedings relating to itself under any compromise with creditors, liquidation, winding-up, business rescue proceedings or insolvency or other similar laws or compromises or attempts to compromise, with its creditors generally (or any significant class of creditors) or any meeting of creditors is convened by the Issuer to consider a proposal for an arrangement of compromise with its creditors generally (or any significant class of its creditors); or proceedings are initiated against the Issuer or any step is taken by any person with a view to the seizure, compulsory acquisition, expropriation or nationalisation of the whole or a material part of the Toll Business of the Issuer, or an execution or attachment or other process is levied, enforced upon, sued out or put in force against the whole or a material part of the Toll Business of the Issuer and such is not discharged within 30 days; or for any reason the Guarantee is not (or is claimed by the Guarantor not to be) in full force and effect and such failure has continued for more than 20 days following the service on the Guarantor and the Issuer of a written notice requiring the failure to be remedied. 13,2 If the Issuer becomes aware of the occurrence of any Event of Default, the Issuer shall forthwith notify all Noteholders, the Guarantor and the Relevant Financial Exchange. 13,3 Upon the happening of an Event of Default, any Noteholder may, subject to the terms of the Guarantee, by written notice to the Issuer at its registered office, effective upon the date of receipt thereof by the Issuer, declare the Notes held by such Noteholder to be forthwith due and payable. Upon receipt of that notice, such Notes, together with accrued interest (if any) to the date of payment, shall become forthwith due and payable 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 payable by the Issuer under the Notes which has not been so paid by the Issuer, from the Guarantor in writing in accordance with the provisions of the Guarantee. Therefore, no breach under the Notes shall occur as a result of non-payment by the Issuer, unless same has been demanded from the Guarantor, and the Guarantor has failed to pay within the time stipulated therefor. The aforegoing provisions of Condition 13.4 shall not detract from Noteholders' rights to claim

67 Programme Memorandum_Executiori/# v1 67 specific performance from the Issuer foflowing a non-payment default by the Issuer For purposes of Conditions and "Material Indebtedness" means any Indebtedness of the Issuer in relation to its Toll Business amounting in aggregate to an amount which equals or exceeds ZAR100,000,000 (or ts equivalent in other currencies), at the time of the Event of Default, 14 DELIVERY, EXCHANGE AND REPLACEMENT OF CERTIFICATES 14.1 Upon the issue of Uncertificated Notes, or upon notice from a Central Securities Depository Participant pursuant to Condition 14.3 requesting the exchange or partial exchange of a Beneficial Interest in an Uncertificated Note for an Individual Certificate(s), the Transfer Agent shall deliver the relevant Individual Certificate(s) in accordance with the Agency Agreement Notes of each Tranche listed on the Relevant Financial Exchange will be issued in the form of Uncertificated Notes and will be lodged in the Central Securities Depository and registered in the name, and for the account, of the Central Securities Depository or the Central Securities Depository Participant, as the case may be Any person holding a Beneficial Interest in the Notes may, in terms of the Applicable Procedures and in accordance with section 42 of the Financial Markets Act and through its nominated Central Securities Depository Participant, direct a written request to the Transfer Agent for an Individual Certificate representing the number of Notes to be delivered by the Issuer in exchange for such Beneficial Interest. The written request shall specify (i) the name, address and bank account details of the holder of the Beneficial Interest; and (ii) the day on which such Beneficial Interest is to be exchanged for an Individual Certificate provided that such day shall be a Business Day and shall fall not less than 30 days after the day on which such written request is given. The aggregate of the Principal Amounts of the Notes represented by such Individual Certificate shall be equivalent to the amount of such Beneficial Interest. The Transfer Agent shall deliver such Individual Certificate upon such written request no later than 14 days after receiving the written request of the holder of such Beneficial Interest in accordance with the Applicable Procedures, provided that, joint holders of a Beneficial Interest shall be entitled to receive only one Individual Certificate in respect of that joint holding and delivery to one of those joint holders shall be delivery to all of them Upon the receipt of a written request for delivery of an Individual Certificate in terms of Condition 14.3, the Uncertificated Notes shall, in terms of the Applicable Procedures, be presented to the Transfer Agent for splitting and a new Note for the balance of the Notes (if any) still held by the Central Securities 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 and Conditions. Separate costs and expenses relating to the provision of Certificates and/or the transfer of Notes may be levied by other persons, such as a Central Securities Depository Participant, under the Applicable Procedures and such costs and expenses shall not be borne by the Issuer. The costs and expenses of delivery of Certificates otherwise than by ordinary post (if any)

68 Programme Nlemorandum_Execution/# v1 68 and, if the Issuer shall so require, taxes or governmental charges or insurance charges that may be imposed in relation to such mode of dehvery shall be borne 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 producing such evidence that he holds the position in respect of which he proposes to act under this Condition 14 or of his title as the Issuer and the Transfer Agent shall require, be registered himself as the holder of such Notes or, subject to the requirements of the Applicable Procedures and of this Condition 14, may transfer such Notes, The Issuer and the Paying Agent shall be entitled to retain any amount payable upon the Notes to which any person is so entitled until such person shall be registered as aforesaid or shall duly transfer the Notes If any Certificate is mutilated, defaced, stolen, destroyed or lost it may be replaced at the registered office of the Issuer or the office of the Transfer Agent specified in the Applicable Pricing Supplement(s), on payment by the claimant of such costs and expenses as may be incurred in connection therewith and the provision of such indemnity as the Issuer may reasonably require. Mutilated or defaced Certificates must be surrendered before replacements will be issued. 15 TRANSFER OF NOTES 15.1 Subject to applicable laws, each Tranche of Notes listed on the Interest Rate Market of the JSE will be freely transferable and fully paid up in accordance with those Terms and Conditions Certificated Notes In order for any transfer of Certificated Notes to be effected through the Register and for the transfer to be recognised by the Issuer, each transfer of a Certificated Note - (a) (b) (c) (d) must be embodied in a Transfer Form; must be signed by the relevant Noteholder and the transferee, or any authorised representatives of that registered Noteholder and/or transferee; shall only be in the Specified Denomination or a multiple thereof and consequently the Issuer will not recognise any fraction of the Specified Denomination; and must be made by way of the delivery of the Transfer Form to the Transfer Agent together with the Certificate in question for cancellation or, if only part of the Notes represented by a Certificate is transferred, a new Certificate for the balance will be delivered to the transferor and the cancelled Certificate will be retained by the Transfer Agent The transferor of any Certificated Notes represented by an Individual Certificate shall be deemed to remain the owner thereof until the transferee is registered in the Register as the holder thereof Before any transfer is registered all relevant transfer taxes (if any) must have been paid and such evidence must be furnished as the Issuer may

69 Programme Memorandum Execution/# v1 69 reasonably require as to the identity and title of the transferor and the transferee The Transfer Agent will, within three Business Days of receipt by it of a valid Transfer Form (or such longer period as may be required to comply with any applicable taxation or other laws, regulations or Applicable Procedures), record the transfer of Notes in the Register, and authenticate and deliver to the transferee (at the risk of the transferee) a new Certificate in respect of the Notes transferred 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 or 10,4 the Issuer and the Transfer Agent shall not be required (a) (b) to register the transfer of any Notes during the period beginning on the 10th day before the date of the partial redemption and ending on date of the partial redemption (both inclusive); or to register the transfer of any Note, or part of a Note, called for partial redemption Uncertificated Notes Beneficial Interest in Uncertificated Notes with the Central Securities Depository may be transferred only in terms of the Applicable Procedures. 15.3,2 Transfers of Beneficial Interests to and from clients of Central Securities Depository Participants occur by way of electronic book entry in the securities accounts maintained by the Central Securities Depository Participants for their clients, in accordance with the Applicable Procedures Transfers of Beneficial Interests among Central Securities Depository Participants occur by way of electronic book entry in the securities accounts maintained by the Central Securities Depository Participants, in accordance with the Applicable Procedures In the event of a partial redemption of Notes under Conditions 10.3 or 10.4 the Issuer and the Transfer Agent shall not be required to register the transfer of any Notes during the period beginning on the 10th day before the date of the partial redemption and ending on the date of the partial redemption (both inclusive); or to register the transfer of any Note, or part of a Note, called for partial redemption. 16 REGISTER 16.1 The Register shall be kept at the registered office of the Transfer Agent or unless the Issuer elects to appoint, in relation to a particular Tranche or Series of Notes, another entity as Transfer Agent in which event that other entity shall act as Transfer Agent in respect of that Tranche or Series of Notes, then at the office of that Transfer Agent specified in the Applicable Pricing Supplement(s), and a copy thereof shall be made available for inspection at

70 Programme MemoraridumExecution/# v1 70 the registered office of the Issuer. The Register shall reflect the number of Notes issued and Outstanding and whether they are Certificated Notes or Uncertificated Notes. The Register shall contain the name, address, and bank account details of the Noteholders. The Register shall set out the Principal Amount of the Notes issued to such Noteholder and shall show the date of such issue and the dates upon which each of the Noteholders was registered as 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 the normal business hours of the Issuer to any Noteholder or any person authorised in writing by any Noteholder. The Transfer Agent shall not be obliged to record any transfer while the Register is closed. The Transfer Agent shall not be bound to enter any trust into the Register or to take notice of any or to accede to any trust executed, whether express or implied, to which any Note may be subject. The Register shall be closed during the Books Closed Period 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 Certificated Notes or Uncertificated Notes of which it is notified in accordance with these Terms and Conditions. 17 TRANSFER AGENT, CALCULATION AGENT AND PAYING AGENT 17.1 The Issuer is entitled to vary or terminate the appointment of the Transfer Agent, 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 the specified office through which any agent acts on the terms of the Agency Agreement, 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 be required by the Applicable Procedures. The Transfer Agent, Paying Agent and Calculation Agent act solely as the agents of the Issuer and do not assume any obligation towards or relationship of agency or trust for or with any Noteholders To the extent that the Issuer acts as the Transfer Agent, Calculation Agent or Paying Agent, all references in these Terms and Conditions to - (a) (b) any action, conduct or functions in such role shall be understood to mean that the Issuer shall perform such action, conduct or function itself; and requirements for consultation, indemnification by or of, payment by or to, delivery by or to, notice by or to, consent by or to or agreement between the Issuer and such Transfer Agent, Calculation Agent or Paying Agent (as the case may be) shall be disregarded to the extent that the Issuer performs such role. 18 NOTICES 18.1 All notices to Noteholders shall be valid if sent by registered mail or delivered by hand to their addresses appearing in the Register; and/or published in an English language daily newspaper of general circulation in the Republic of South Africa; and/or

71 Programme Memorandum_ExecuUon/# v for so long as the Notes are isted on the Interest Rate Market of the JSE and held in their entirety through the Central Securities Depository, there may be substituted for publication as contemplated in Conditions and 18,1.2, the delivery of the relevant notice to the Central Securities Depository and the Stock Exchange News Service of the JSE (SENS) or any other similar services established by the JSE for communication by them to the holders of Beneficial Interests in Uncertificated Notes and any such notices shall be deemed to have been given on the day of such publication Any notice given to Noteholders in terms of Condition shall be deemed to have been given on the seventh day after the day on which it is mailed, and on the day of delivery, if delivered. Any notice published in accordance with Condition , shall be deemed to have been given on the day of such publication Any notice given by any Noteholder to the Issuer and/or the Guarantor, as the case may be, shall be deemed to have been received by the Issuer and/or the Guarantor, as the case may be, if delivered to the registered office of the Issuer and/or the Guarantor, as the case may be, on the date of delivery, and if 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 of Uncertificated Notes, notice may be given by any holder of a Beneficial Interest in Notes to the Issuer via the relevant Central Securities Depository Participant in accordance with the Applicable Procedures, in such manner as the Issuer and/or the Guarantor and the relevant Central Securities Depository Participant may approve for this purpose. Such notices shall be deemed to have been received by the Issuer and/or the Guarantor, as the case may be, if delivered 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/or the Guarantor may change its registered office upon 10 Business Days prior written 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 of Noteholders holding not less than 10% in Principal Amount of the Notes for the time being Outstanding in that Class of Noteholders, convene a meeting of the Noteholders and if the Issuer defaults for a period of seven days in convening such a meeting the same may be convened by the requisitionists. Whenever the Issuer or any Class of Noteholders, as the case may be, is/are about to convene any such meeting, it/they shall forthwith give notice in writing to the Issuer, the Noteholders, the Transfer Agent, the Arranger and the Dealer of the day, time and place thereof and of the nature of the business to be transacted thereat. Every such meeting shall be held at such time and place as the Transfer Agent may approve At least 15 Business Days' notice (exclusive of the day on which the notice is given and the day on which the meeting is held) specifying the record date for the meeting, the place, day and hour of meeting shall be given to the Class of Noteholders (and the Issuer, if the meeting is convened by any Class of Noteholders) prior to any meeting of the Noteholders of that Class in the manner provided by Condition 18. Such notice shall state generally the Class of Noteholders who are to meet, the nature of the business to be transacted at the meeting, the record date for the meeting, the date, place and time of the

72 Programme Memorandum_Execubon/# v1 72 meeting and the terms of any resolution to be proposed. A copy of the proposed resolutions to be considered at the meeting along with notice of the percentage of voting rights required for the resolutions to be adopted will be included in the notice. Such notice shall include a statement to the effect that proxy forms may be deposited with the Transfer Agent for the purpose of appointing proxies not less than 24 hours before the time fixed for the meeting! 19.3 A person or representative (who need not be a Noteholder) nominated in writing by the Issuer shall be entitled to take the chair at every such meeting but if no such nomination is made, or if at any meeting the person nominated is not present within 30 minutes after the time appointed for holding the meeting, the Noteholders of the relevant Class present shall choose a Noteholder of that Class to be Chairman An immaterial defect in the form or manner of giving notice of a meeting and/or the accidental omission to give such notice to any Noteholder or the non-receipt of any such notice, shall not invalidate the proceedings at a meeting! 19.5 A material defect in the giving of such notice will not prevent such meeting from proceeding, subject to Condition 19.6, provided that every person who is entitled to exercise voting rights in respect of any matter to be considered at such meeting is present at such meeting and votes to approve the ratification of the defective notice In the event of a material defect in the form or manner of giving notice of a meeting relates only to one or more particular matters on the agenda for such meeting and such matter is capable of being severed from the agenda, such notice shall remain valid with respect to any remaining matters on the agenda and the meeting may proceed to consider a severed matter, if the defective notice in respect of such matter has been ratified pursuant to Condition Any Noteholder who is present at a meeting, either in person or by proxy, is considered to have received and/or waived, as the case may be, notice of such meeting if at least the required minimum notice of the meeting was given and has a right to allege a material defect in the form of the notice for a particular item on the agenda for such meeting and to participate in the determination whether to waive the requirements for notice, if less than the required minimum notice was given, or to ratify a defective notice and is regarded as having waived any right based on an actual or alleged defect in the notice of the meeting. Proxies and Representatives 19,8 A Noteholder is entitled to appoint a proxy to attend a meeting on its behalf. A person appointed to act as proxy need not be a Noteholder Before any person may attend or participate in a meeting, such person must present reasonably satisfactory identification to the chairman of the meeting and the chairman must be reasonably satisfied of the right of such person to participate and vote, either as a Noteholder, or as a proxy for a Noteholder A Noteholder may by an instrument in writing (a form of proxy) signed by the Noteholder or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the

73 Programme Memorandurn_Exacution/# v1 73 ig.ii corporation, appoint any person (a proxy or proxies) to act on his or its behalf in connection with any meeting or proposed meeting of a Class of Noteholders. Any proxy appointed pursuant to Condition 1910 or a Representative shall, so long as the appointment remains in force, be deemed for all purposes in connection with any meeting or proposed meeting of that Class of Noteholders specified in the appointment, to be the holder of the Notes to which the appointment relates and the actual beneficial holder of the Notes shall be deemed for such purposes not to be the Noteholder The proxies and Representatives need not be Noteholders, Each form of proxy (or certified copy thereof) shall be deposited at such place as the Transfer Agent shall approve not less than 24 hours before the time appointed 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 not be treated as valid unless the Chairman of the meeting decides otherwise before such meeting or adjourned meeting proceeds to business. The Transfer Agent shall not thereby be obliged to investigate or be concerned with the validity of or the authority of the proxies named in any such form of proxy Any vote given in accordance with the terms of a proxy shall be valid notwithstanding the previous revocation or amendment of the form of proxy or of any of the Noteholders' instructions pursuant to which it was executed, provided that no intimation in writing of such revocation or amendment shall have 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 the purpose) by the time being 24 hours before the time appointed for holding the meeting or adjourned meeting at which the form of proxy is to be used. Quorum At any such meeting one or more Noteholders in that Class present or represented by proxies or Representatives and holding or representing in the aggregate not less than one third of the aggregate Principal Amount Outstanding of the Notes shall (except for the purpose of passing an Extraordinary Resolution) form a quorum for the transaction of business. No business (other than the choosing of a Chairman) shall be transacted at any meeting of Noteholders unless the requisite quorum is present at the time when the meeting proceeds to business. The quorum at any such meeting for purposes of passing an Extraordinary shall (subject as provided below) be one or more Noteholders of that Class present or represented by proxies or Representatives and holding or representing in the aggregate not less than a clear majority of the aggregate Principal Amount Outstanding of the Notes or each Class of Notes, as the case may be. At any meeting, the business of which includes any of the following matters, namely the modification of the Redemption Date of any Notes, or the reduction or cancellation of the Principal Amount payable upon maturity or earlier redemption or repayment, or any variation to the method of calculating the amount payable upon maturity or earlier redemption or repayment; or reduction or cancellation of the amount payable, or the modification of the payment date in respect of any interest, in respect of the Notes or any variation to the method of calculating the Interest Rate in respect of the Notes; or

74 Programme Memorandum_Execuuon/# v reduction or increase of any Minimum Interest Rate and/or Maximum Interest Rate, as the case may be, specified in the Applicable Pricing Supplement(s) of any Note; or modification of the currency in which payments under the Notes are to be made; or 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 in paragraph 19.32,7 below; or alteration of this proviso or the proviso to Condition below1 such business shall only be capable of being effected after having been approved by Extraordinary Resolution At any meeting whose business includes any of such matters, the quorum shall be one or more Noteholders of that Class present or represented by proxies or Representatives and holding or representing in the aggregate not less than two thirds of the aggregate Principal Amount Outstanding of the Notes of that Class. An Extraordinary Resolution passed at any meeting of the holders of Notes of that Class will be binding on all holders of Notes, whether or not they are present at the meeting. Adjournment If within one hour after the time appointed for any such meeting a quorum is not present the meeting shall, stand adjourned to the following week, and at the same time and place. The chairman of the meeting may extend the one hour limit for a further reasonable period on grounds that exceptional circumstances have impeded or are generally impeding the ability of Noteholders to be present at the meeting or one or more particular Noteholders have been delayed and have communicated their intention to attend the meeting and such Noteholders, together with the Noteholders in attendance would satisfy the quorum requirements. At such adjourned meeting one or more Noteholders of the applicable Class present or represented by proxies or Representatives (whatever the Principal Amount of the 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 any Extraordinary Resolution or other resolution and to decide upon all matters which could properly have been dealt with at the original meeting had the requisite quorum been present, provided that at any adjourned meeting the business of which includes any of the matters specified in the proviso to Condition above, the quorum shall be one or more Noteholders in that Class present or represented by proxy or Representatives and holding or representing in the aggregate not less than one third of the aggregate Principal Amount Outstanding of the Notes Notice of any adjourned meeting at which an Extraordinary Resolution is to be submitted shall be given in the same manner as notice of an original meeting and such notice shall (except in cases where the proviso to Condition above shall apply when it shall state the relevant quorum) state that one or more Noteholders in that Class present or represented by proxies or

75 Programme Memorandum Executlon/# v1 75 Representatives at the adjourned meeting whatever the Principal Amount of the Notes held or represented by them will form a quorum Subject to the provisions of the Terms and Conditions, the chairman may, with the consent of, and shall on the direction of, the meeting adjourn the meeting from time to time and from place to place. Such adjournment will have to be supported by persons entitled to exercise, in aggregate, the majority of the voting rights, present at the meeting and who are entitled to vote in any matter being considered No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 19,21 An adjournment of a meeting may be to either a fixed time and place or until further notice, as agreed at the meeting and requires that further notice be given to the Noteholders only if the meeting determined that the adjournment was "until further notice". A meeting may not be adjourned beyond the earlier of a date that is 120 Business Days after the record date was determined or a date that is 60 Business Days after the date on which the adjournment occurred At least 14 days written notice of the place, day and time of an adjourned meeting shall be given to each Noteholder and the Issuer. lg.23 How votes are decided Except where otherwise provided, every resolution proposed to be passed at a meeting shall be decided on a poll and in case of equality of votes the Chairman shall, as contemplated in Condition below, have a casting vote in addition to the vote or votes (if any) to which he may be entitled as a Noteholder or as a proxy or as a Representative A polled vote must be held on any particular matter to be voted on at a meeting if a demand for such a vote is made by at least five persons having the right to vote on such matter, either as a Noteholder or as a proxy representing a Noteholder or a person who is, or persons who together are, entitled as Noteholders or proxies representing Noteholders, to exercise at least 10% of the voting right entitled to be voted on such matter At any meeting a declaration by the Chairman that a resolution has been carried or carried by a particular majority or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 19,26 Subject to Condition below, at any meeting a poll shall be taken in such manner and subject as hereinafter provided either at once or after an adjournment as the Chairman directs and the result of such pofl shall be deemed to be the resolution of the meeting as at the date of the taking of the poll. 19,27 The Chairman may with the consent of (and shall if directed by) any such meeting adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting except business which might lawfully (but for the lack of required quorum) have been transacted at the meeting from which the adjournment took place.

76 Programme MemorandumExecution/# v t8 young 1928 Any officer or director of the Issuer, and/or its nominated Representative and/or ts awyers and the Transfer Agent may attend and speak at any meeting. Save as aforesaid, but without prejudice to the proviso to the definition of "Outstandfng" (as defined in the Programme Memorandum), no person shau be entitled to attend and speak nor shall any person be entitled to vote at any meeting of the Noteholders or join with others in requisitioning the convening of such a meeting unless he/she either produces proof acceptable to the Issuer that he/she is the Noteholder or is a proxy or a Representative. The Issuer shall not be entitled to vote at any meeting in respect of Notes acquired by it or held by it for the benefit of any person and no other person shall be entitled to vote at any meeting in respect of Notes held by it for the benefit of any other person unless duly authorised as contemplated herein. Nothing herein contained shall prevent any of the proxies named in any form of proxy or any representative from being a director, an officer or Representative of or otherwise connected with the Issuer Save as provided elsewhere in this Condition 19, at any meeting every Noteholder who is present in person and produces proof acceptable to the Issuer that he/she is the Noteholder or is a proxy or a Representative shall have one vote per ZAR1,000,000's worth of Outstanding Notes (or the nearest rounded off multiple thereof) which he/she holds or which the person which he/she represents or for whom he/she acts as proxy, holds A polled vote must be held on any particular matter to be voted on at a meeting if a demand for such a vote is made by at least five persons having the right to vote on such matter, either as a Noteholder or as a proxy representing a Noteholder or a person who is, or persons who together are, entitled as Noteholders or proxies representing Noteholders, to exercise at least lo% of the voting right entitled to be voted on such matter Without prejudice to the obligations of the proxies or Representatives any person entitled to more than one vote need not use all his votes or cast all the votes to which he is entitled in the same way. Extraordinary Resolutions A meeting of a Class of Noteholders shall in addition to the powers hereinbefore given have the following powers exercisable by Extraordinary Resolution only (subject to the provisions relating to quorum contained in Conditions and above and subject to the provisos of any applicable statute), namely power to sanction any compromise or arrangement proposed to be made between 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 shall be proposed by the Issuer; power to sanction any abrogation, modification, compromise or arrangement in respect of the rights of the Class of Noteholders against the Issuer or against any of its property whether such rights shall arise under the Notes or otherwise; power to assent to any modification of the provisions contained in the Conditions or the Notes which shall be proposed by the Issuer;

77 Programme Memorandurn_ExecutFon/# v power to give any authority or sanction which under the provisions of the Notes is required to be given by Extraordinary Resolution; power to appoint any persons (whether Noteholders or not) as a committee or committees to represent the interests of the Noteholders of that Class and to confer upon such committee or committees any powers or discretions which the Noteholders could themselves exercise by Extraordinary Resolution; and power to sanction any scheme or proposal for the exchange or sale of the Notes for, or the conversion of the Notes into or the cancellation of the Notes in consideration of, shares, stocks, notes, bonds, debentures, debenture stock and/or other obligations and/or securities of the Issuer or any entity (corporate or otherwise) formed or to be formed, or for or into or in consideration of cash, or partly for or into or in consideration of such shares, stock, notes, bonds, debentures, debenture stock and/or other obligations and/or securities as aforesaid and partly for or into or in consideration for cash. Resolutions binding on all Noteholders Any resolution passed at a meeting of a Class of Noteholders duly convened and held in accordance with the provisions hereof shall be binding upon all the Noteholders of that Class whether present or not present at such meeting and whether or not voting, and all the Noteholders of the applicable Class shall be bound to give effect thereto accordingly and the passing of any such resolution shall be conclusive evidence that the circumstances justify the passing thereof. Notice of the result of the voting on any resolution duly considered by the Noteholders shall be published in accordance with Condition 18 by the Issuer within 14 days of such result being known provided that the non-publication of such notice shall not invalidate such resolution Notwithstanding any to the contrary contained herein, a resolution that could be voted on at a meeting of Noteholders may instead be adopted by written vote of the Noteholders if it is signed by the required majority entitled to vote in person or by proxy at a properly constituted meeting of Noteholders A majority shall be required to ordinarily pass a resolution of Noteholders. Minutes Minutes of all resolutions and proceedings at every such meeting as aforesaid shall be recorded and maintained by the Transfer Agent and duly entered in books to be from time to time provided for that purpose by the Issuer and any such minutes as aforesaid if purporting to be signed by the Chairman of the meeting at which such resolutions were passed or proceedings had, shall be conclusive evidence of the matters therein contained. Until the contrary is proven every such meeting in respect of the proceedings of which minutes have been made shall be deemed to have been duly held and convened and all resolutions passed or proceedings had thereat to have been duly passed or had No Voting Rights on Notes held by the Issuer Notwithstanding anything to the contrary contained herein the Issuer shall not have any voting rights on any Notes repurchased or otherwise held by it.

78 Programme Memorandumjxecutlon/# v MODIFICATION 20.1 The Issuer may effect, without the consent of the Noteholders or the relevant Class of Noteholders, as the case may be, any modification of the Terms and Conditions and/or the Guarantee which is of a technical nature or is made to correct a manifest error or to comply with mandatory provisions of the law of the jurisdiction in which the Issuer is incorporated and the governing law in accordance with which Notes are issued. Any such modification shall be binding on the Noteholders and any such modification shall be in compliance with the JSE Debt Listings Requirements and shall be notified to the Noteholders 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 the benefit of any Class of Noteholders in accordance with Condition 7.1 or the exercise by the Issuer of its rights under Condition 17 shall not constitute a modification of these Terms and Conditions. The notification to Noteholders of any such amendment is to include a summary of the proposed amendments together with details of where copies of the amendments to the Guarantee and/or any supplement to the Programme Memorandum, as the case may be, are available to Noteholders for inspection. Following any amendments in terms of this Condition 20.1, the Issuer will furnish the JSE with a copy of the amendment and/or supplement to the Programme Memorandum, as the case may be Save as provided in Condition 20.1, no modification of these Terms and Conditions and/or the Guarantee may be effected unless conditional formal approval of the proposed amendments are obtained from the JSE prior to obtaining the approval of the Noteholders or the relevant Class of Noteholders, as the case may be; upon receipt of the conditional formal approval from the JSE pursuant to Condition , the Issuer must inform Noteholders, in accordance with the provisions of Condition 18, of the proposed amendments, and is to provide the Noteholders with copies of the proposed amendments together with the notification to the Noteholders and is required to request the approval of the Noteholders or relevant Class (or Classes) of Noteholders for the amendments pursuant to the passing of an Extraordinary Resolution; or the amendments are sanctioned by an Extraordinary Resolution of all of the Noteholders of the relevant Class (or Classes) of Noteholders, as the case may be; and a copy of the Noteholders approval, pursuant to the passing of an Extraordinary Resolution, together with copies of the signed amendments are submitted to the JSE For the purposes of Condition , the Extraordinary Resolution may be sanctioned by Noteholders at a general meeting and regulated by the provisions set out in Condition 19. If it is proposed that the amendments be sanctioned by Noteholders at a general meeting, together with the notification to Noteholders of the proposed amendments under Condition , a notice of the meeting of Noteholders must be circulated to Noteholders; or

79 Programme Memorandum_Execution/# v voted on, in writing, by the Noteholders entitled to exercise voting rights in relation to the proposed written resolution within 20 Business Days after submission of the written resolution to Noteholders. If the Issuer wishes the Noteholders to vote by way of a written resolution, the Issuer must include the proposed written resolutions, together with the notice to Noteholders under Condition Any such written resolution shall be adopted if it is supported by Noteholders entitled to exercise sufficient voting rights for it to have been adopted as an Extraordinary Resolution at a meeting of Noteholders duly constituted and held. 20,4 The Issuer shall publish an announcement on SENS setting out details of the date, time and venue of the meeting of the Noteholders, pursuant to Condition and/or setting out details of the written resolutions proposed pursuant to Condition , as the case may be, within 24 hours after the notice of the meeting of Noteholders has been distributed to Noteholders and/or the notification of the proposed written resolutions has been distributed to Noteholders, as the case may be. 20,5 The Issuer shall publish an announcement on SENS within 48 hours following the meeting of Noteholders and/or the receipt of the responses of the Noteholders on the proposed written resolutions of Noteholders, setting out details of the outcome of the voting process at the Noteholders meeting and/or the 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 the Noteholders to create and issue further Notes having terms and conditions the same as any of the other Notes issued under the Programme or the same in all respects save for the amount and date of the first payment of interest thereon, the Issue Price and the Issue Date, so that the further Notes shall be consolidated to form a single Series with the Outstanding Notes. 22 GOVERNING LAW The provisions of the Programme Memorandum, the Guarantee and the Notes are governed by, and shall be construed in accordance with, the laws of the Republic of South Africa.

80 Programme Nlemcrandum_Execut[on/# v1 80 PRO FORMA APPLICABLE PRICING SUPPLEMENT Set out below is the form of Pricing Supplement(s) which will be completed for each Tranche of Notes ssued under the Programme - IS r 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 Agency Limited 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 Note Programme This document constitutes the Applicable Pricing Supplement(s) relating to the issue of Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the amended and restated programme memorandum dated on or about 13 August 2018 ("Programme Memorandum"). This Applicable Pricing Supplement(s) must be read in conjunction with such Programme Memorandum issued by The South African National Roads Agency SOC Limited. To the extent that there is any conflict or inconsistency between the contents of this Applicable Pricing Supplement(s) and the Programme Memorandum, the provisions of this Applicable Pricing Supplement(s) shall prevail. To the extent that certain provisions of the Applicable Pricing Supplement(s) do not apply to the Notes described herein, they may 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 the meanings ascribed to them in the Terms and Conditions. References in this Applicable Pricing Supplement(s) to the Terms and Conditions are to the section of the Programme Memorandum headed "Terms and Conditions of the Notes'. References to any Condition in this Applicable Pricing Supplement(s) are to that Condition of the Terms and Conditions. The Issuer accepts full responsibility for the accuracy of the information contained in the Programme Memorandum, the Applicable Pricing Supplement(s) and the annual financial statements or annual financial report, as the case may be, and any amendments to the annual financial statements or annual financial report, as the case may be, or any supplements from time to time, except as otherwise stated therein. The Issuer certifies that to the best of its knowledge and belief there are no facts that have been omitted

81 Programme Memorandum_Execution/# v1 81 from this Applicable Pricing Supplement(s) which would make any statement false or misleading and that all reasonable enquiries to ascertain such facts have been made and that the Programme Memorandum contains all information required by applicable law and, 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 Programme Memorandum, read together with each Applicable Pricing Supplement(s) and the documents and information incorporated herein and therein by reference contains or incorporates all information which is material in the context of the issue and the offering of Notes, that the information contained or incorporated in the Programme Memorandum by reference, is true and accurate in all material respects and is not misleading, that the opinions and the intentions expressed in the Programme Memorandum, read together with the documents incorporated by reference, are honestly held and that there are no other facts the omission of which would make same misleading. The Issuer confirms that the issue of Notes described in this Applicable Pricing Supplement together with the aggregate Principal Amount Outstanding of all other Notes in issue at the Issue Date will not exceed the aggregate Principal Amount of the Notes that may be Outstanding under the Programme. The JSE assumes no responsibility or liability of whatsoever nature for the contents of the Programme Memorandum or the information contained in or incorporated by reference into this Applicable Pricing Supplement, the Issuers annual financial statements or the annual financial report, as the case may be, or any documents incorporated by reference into the Programme Memorandum (as amended and restated from time to time). The JSE assumes no responsibility for the contents of this Applicable Pricing Supplement, the Issuer's annual financial statements or the annual financial report, as the case may be, or the amendments to the Issuer's annual financial statements or annual financial report, as the case may be, and the JSE makes no representation as to the accuracy or completeness of the Programme Memorandum or this Applicable Pricing Supplement, the Issuer's annual financial statements or annual financial report, as the case may be, or any other information incorporated by reference into the Programme Memorandum (as amended or restated from time to time). To the extent permitted by applicable law, the JSE expressly disclaims any liability for any loss arising from or in reliance upon the whole or any part of this Applicable Pricing Supplement, the Issuer's annual financial statements or the annual financial report, as the case may be, or the amendments to the Issuer's annual financial statements or annual financial report, as the case may be, or any other information incorporated by reference into the Programme Memorandum (as amended or restated from time to time). DESCRIPTION OF THE NOTES 1 Issuer The South African National Roads Agency SOC Limited 2 Guarantor The Government of the Republic of South Africa 3 Status of Notes Senior Notes guaranteed by the Guarantor, but otherwise unsecured

82 Programme 82 4 (a) Tranche Number (e] (b) Series Number [s] 5 Aggregate Principal Amount [e] 6 Aggregate amount of all financial instruments issued and financial indebtedness incurred by the Issuer, including the aggregate Principal Amount of Notes of this issue, having the benefit of the Guarantee 7 Interest/Payment Basis (Fixed Rate/Floating Rate/Zero Coupon/Indexed Interest /Indexed Redemption Amount/Mixed Rate/Instalment/other] 8 Form of Notes [Certificated Notes/Uncertificated Notes] 9 Automatic/Optional Conversion from [insert details including date for one 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/Following Business Day/Modified FoDlowing Business Day/Preceding Business Day/other convention insert details] 20 Calculation Agent [ ] 21 Specified office of the Calculation Agent 22 Paying Agent [ ] 23 Specified office of the Paying Agent (o]

83 Programme Memorandum._Executlon/# v Transfer Agent 25 Specified office of the Transfer Agent 26 Settlement Agent 27 Specified Office of the Settlement Agent 28 Final Redemption Amount [,] [0] FIXED RATE NOTES 29 (a) Fixed Interest Rate(s) [o] percent per annum [payable annually/semi-annually/ quarterly] in arrear (b) (c) (d) (e) Interest Payment Date(s) Initial Broken Amount Final broken Amount Any other terms relating to the particular method of calculating interest [Dates/Periods] FLOATI NG RATE NOTES 30 (a) (b) (c) (d) (e) Interest Payment Date(s) Interest Period(s) Definitions of Business Day (if different from that set out in Condition 1) Interest Rate(s) Minimum Interest Rate [Dates/Periods] [s] [e] [s] percent [e] percent (f) Maximum Interest Rate (g) Other terms relating to the method of calculating interest (e.g., Day Count Fraction, rounding up provision, if different from Condition 8.2) 31 Manner in which the Interest Rate is to be determined 32 Margin [.] percent [s] [ISDA Determination/Screen Rate Determination/other (insert details)] [(+1-) o percent to be added to/subtracted from the relevant (ISDA Rate/Reference Rate)]

84 Programme MemorandumExecution/# v 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 to which the Interest Rate is to be calculated) (b) Interest Determination Date(s) [s] (c) Relevant Screen Page and Reference Code 35 If Interest Rate to be calculated otherwise than by reference to 33 or 34 above, insert basis for determining Interest Rate/Margin/Fall back provisions 36 If different from the Calculation [s] Agent, agent responsible for calculating amount of principal and interest MIXED RATE NOTES 37 Period(s) during which the interest rate 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] (b) Reference Price [s] [nacm] [nacq] [other method of compounding]

85 Programme MernorandurnExecution/# v1. 85 (c) Any other formula or basis for (s] determining amount(s) payable INDEXED NOTES 39 (a) Type of Indexed Notes [Indexed Interest Notes/Indexed Redemption Amount Notes] (b) Name, code and currency of Index (if applicable) (c) Index/Formula by reference to [e] which Interest Rate/Interest Amount (delete as applicable) is to be determined (d) Manner in which the Interest Rate/Interest Amount (delete as applicable) is to be determined (e) Interest Payment Date(s) [e] (f) Index Calculator (if applicable) [.] or Calculation Agent (if different from (g) Index Sponsor (if applicable) (h) Provisions where calculation by reference to Index and/or Formula is impossible or impracticable (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 ground rules document (if applicable) (m) List of indices underlying the [a] Index (if applicable) (n) Website in respect of which [a] indices are published (if app Ii cable)

86 Programme Memorandum._Execution/# v1 86 OTHER NOTES 40 If the Notes are not Fixed Rate [e] Notes, Floating Rate Notes, Mixed Rate Notes, Zero Coupon Notes or Indexed Notes, or if the Notes are a combination of any of the aforegoing, set out the relevant description and any additional Terms and Conditions relating to such Notes PROVISIONS REGARDING REDEMPTION! 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 such amount(s) (c) Minimum Period of Notice (if different to Condition 103) (d) If redeemable in part - Minimum Amount(s) Redemption 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 such amount(s) (c) Minimum period of notice (if [o] different to Condition 10.4) (d) If redeemable in part -

87 Programme v}emorandum_execution/# v1 87 Minimum Redemption Amount(s) Higher Redemption Amount(s) [e] (e) Other terms applicable on Redemption (f) Attach pro forma put notice(s) 43 Early Redemption Amount(s) payable on redemption for taxation reasons or on Event of Default 44 Early Redemption Amount(s) payable on redemption for a Credit Rating Event 45 Early Redemption Amount(s) payable on redemption following a Listing Event GENERAL 46 [Description of the amortisation of N] Notes] 47 Additional selling restrictions (a) International Securities Numbering (ISIN) (b) Stock Code [ ] 48 Financial Exchange [JSE] or [e], being such other financial exchange on which the Notes may be listed or in terms of any law 49 If syndicated, names of Syndication [a] Managers 50 Credit Rating assigned to Notes or the Issuer as at the Issue Date (if [a] any) 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)

88 Programme Memorandum Execution/# v Use of proceeds 56 Last Day to Register [s] or [.] which shall mean that the Register will be closed from each Last Day to Register to the next appucable Payment Day or [10] days prior to the actual redemption 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 and communicated to the JSE. 62 Any changes to the ground rules document will be published on the Index Calculator's website, 63 The level of each Index will be published [daily]/[monthly] and will be available on the Index Calculator's website. DISCLOSURE REQUIREMENTS IN TERMS OF PARAGRAPH 3(5) OF THE COMMERCIAL 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 expected to 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) (U) the Issuer has [not issued any]/[issued ZAR[s],000,000] commercial paper; and to the best of the Issuer's knowledge and belief, the Issuer estimates to issue ZAR[s],000,000 of commercial paper during the current financial year, ending

89 Programme Memorandum_Executron/# v1 89 [date]. 68 Paragraph 3(5)(e) Prospective investors in the Notes are to consider this Applicable Pricing Supplement(s), the Programme Memorandum and the documents and information incorporated therein by reference in order to ascertain the nature of the financial and commercial risks of an investment in the Notes. In addition, prospective investors in the Notes are to consider the latest audited financial statements of the Issuer which are incorporated into the Programme Memorandum by reference and which 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 since the 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 Issuer for 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 guaranteed by the Guarantor. 73 Paragraph 3(5)0) The Auditor General, the statutory auditors of the Issuer, have confirmed that nothing has come to their attention to indicate that this issue of Notes issued under the Programme will not comply in all respects with the relevant provisions of the Commercial 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] who warrants his/her authority hereto Capacity: [e] who warrants his/her authority hereto

90 PrDgramme Memnrandum_Execution/# v1 90 USE OF PROCEEDS Words used in this section headed Use of Proceeds shall bear the same 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 clearly inappropriate from the con text. For the purposes of the Commercial Paper Regulations, t is recorded that the "Ultimate Borrower" as defined in the Commercial Paper Regulations, of the net proceeds from each Tranche of Notes will be the Issuer unless otherwise indicated in the Applicable Pricing Supplement(s). The net proceeds to the Issuer from the issue of the Notes will be applied by the Issuer for the funding of its Toll Business (including the Gauteng Freeway Improvement Scheme as more fully described in the section headed "Description of The South African National Roads Agency SOC Limited") or for such other purposes as described in the Applicable Pricing Supplement(s) but not for purposes of funding the Issuer's non-tolling operations.

91 Programme 91 SETTLEMENT, CLEARING AND TRANSFERS Words used in this section headed "Settlement, Clearing and Transfers" shall bear the same 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/early inappropriate from the context. Uncertificated Notes Uncertificated Notes listed on the Relevant Financial Exchange will be registered in the name, and for the account of, the holder of Notes as reflected in the securities account of the Central Securities Depository or the Central Securities Depository Participants. Uncertificated Notes listed on the Relevant Financial Exchange, when issued, will adhere to the recognised and standardised electronic clearing and settlement procedures operated within the JSE. The Central Securities Depository holds Uncertificated Notes subject to the Financial Markets Act and the Rules of the Central Securities Depository. The Central Securities Depository maintains accounts only for the Central Securities Depository Participants who are also approved Settlement Agents of the Relevant Financial Exchange. As at the date of this Programme Memorandum, the Settlement Agents are the South African Reserve Bank, Citibank N.A., South Africa branch, FirstRand Bank Limited, Nedbank Limited, Standard Chartered Bank, Johannesburg branch, Societe Générale, Johannesburg branch and The Standard Bank of South Africa Limited. The Central Securities Depository Participants are in turn required to maintain securities accounts for their clients. The clients of Central Securities Depository Participants, as the holders of Beneficial Interests or as custodians for such holders, may exercise their rights in respect of the Notes held by them in the Central Securities Depository only through the Central Securities Depository Participants. Euroclear Bank SA/N.V., as operator of the Euroclear System and Clearstream Banking société anonyme will settle off-shore transfers in the Notes through their Central Securities Depository Participant which is currently The Standard Bank of South Africa Limited. Transfers of Beneficial Interests in the Central Securities Depository to and from clients of Central Securities Depository Participants, who are also Settlement Agents, occur by electronic book entry in the securities accounts of the clients with Settlement Agents. Transfers among Central Securities Depository Participants of Notes held in the Central Securities Depository are freely transferable and occur through electronic book entry in the Central Securities Depository Participant's central security accounts with the Central Securities Depository. Beneficial Interests may be transferred only in accordance with Applicable Procedures. Beneficial Interests in Notes may be exchanged for Individual Certificates in accordance with the Terms and Conditions. Transfers of Notes represented by an Individual Certificate may be made only in accordance with the Terms and Conditions. Payments of interest and principal in respect of Uncertificated Notes held in the Central Securities Depository will be made in accordance with Condition 9 of the Terms and Conditions to the Central Securities Depository, or such other registered holder of the Uncertificated Notes, as shown in the Register and the Issuer will be discharged by proper payment to, or to the order of the registered holder of the Uncertificated Notes in respect of each amount so paid. Each of the persons shown in the records of the Central Securities Depository and the Central Securities Depository Participants as the holders of