THE SOUTH AFRICAN NATIONAL ROADS AGENCY SOC LIMITED - Notice of availability of annual financial statements and compliance in respect of Chief Financial Officer

Notice of availability of annual financial statements and compliance in respect of Chief Financial Officer

The South African National Roads Agency SOC Limited
Incorporated in the Republic of South Africa
(Registration number 1998/009584/30)
Alpha code: BINRA
("SANRAL" or the "Company")

NOTICE OF AVAILABILITY OF ANNUAL FINANCIAL STATEMENTS AND COMPLIANCE WITH
DEBT LISTINGS REQUIREMENTS IN RESPECT OF CHIEF FINANCIAL OFFICER

Notice of availability of annual financial statements

SANRAL hereby notifies its debt investors that it has publicly released its Integrated Report 2023,
incorporating the audited annual financial statements ("AFS") for the year ended 31 March 2023.

The Auditor-General of South Africa, being the auditors of SANRAL, has issued an unqualified audit
report and has concluded that SANRAL's financial statements present fairly, in all material respects,
the financial position of the Company as at 31 March 2023.

In addition, the following matters were raised in the audit report and the auditors' opinion was not
modified in respect of these matters:

•     an emphasis of matter relating to (i) material impairments of R9.7 billion which were recognised
      as a result of expected credit losses and (ii) irregular expenditure of R6.7 billion incurred as a
      result of non-compliance with a Board resolution; and

•     a material uncertainty that may cast significant doubt on SANRAL's ability to continue as a
      concern.

The Integrated Report 2023, incorporating the AFS and the audit report, are available on SANRAL's
website at https://www.nra.co.za/integrated-report?region_id=national and for inspection at SANRAL's
registered office.

Compliance with Debt Listings Requirements in respect of Chief Financial Officer ("CFO")

SANRAL currently has an appointed CFO who is not a director of SANRAL and who forms part of
executive management at SANRAL. However, in terms of the Debt Listings Requirements, all issuers
must have an executive financial director. In this regard, as SANRAL is legally unable to comply with
this requirement in light of section 12 of the SANRAL Act No 7 of 1998 ("SANRAL Act"), SANRAL has
requested a dispensation from the JSE to accept its CFO acting in the capacity of executive financial
director without being appointed as a director. The JSE has granted such dispensation on the
following basis:

•   SANRAL's audit committee confirming annually, in the annual financial statements, that it has
    considered and satisfied itself of the appropriateness of the expertise and experience of the CFO
    and that the CFO is able to fulfil the duties and responsibilities of an executive financial director;

•   the CFO providing confirmation that s/he will comply with the Debt Listings Requirements;

•   an update being provided to the JSE should any changes be made to the SANRAL Act which will
    make provision for the appointment of executive directors (over and above the Chief Executive
    officer) to the board of directors of SANRAL; and

•   any change to the CFO to be announced on SENS and notified to the JSE.

Further to the announcement released on SENS on 7 September 2023 regarding the temporary leave
of absence of the CFO, SANRAL will provide further updates in relation to the CFO as soon as
additional information comes to light.

31 October 2023

Debt Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Date: 31-10-2023 05:30:00
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