Notice to Noteholders of the AECI06 Notes

AECI LIMITED

(Incorporated in the Republic of South Africa)

(Registration No. 1924/002590/06)

Company code: AECI

LEI: 3789008641F1D3D90E85

Bond code: AECI06  

ISIN: ZAG000199266

(AECI or the Issuer)

 

NOTICE TO NOTEHOLDERS OF THE AECI06 NOTES RELATING TO CONSENT REQUIRED FOR NON-OBSERVATION OF SPTs IN RESPECT OF ALL KPIs FOR THE TARGET OBSERVATION PERIOD 4 (YEAR ENDING 31 DECEMBER 2026) IN RESPECT OF THE APPLICABLE PRICING SUPPLEMENT RELATING TO THE AECI06 NOTES UNDER AECI'S DOMESTIC MEDIUM TERM NOTE PROGRAMME

 

1. This notice is delivered by the Issuer (this Notice ) to the holders of the ZAR465,000,000 Senior Floating Rate Notes due 11 September 2028 with stock code AECI06 (the AECI06 Notes )(the Noteholders ) issued under the Issuer's ZAR5,000,000,000 Domestic Medium Term Note Programme (the Programme ) pursuant to the section headed " Terms and Conditions of the Notes " (the   Terms and Conditions ) in the programme memorandum dated 4 September 2023, as amended and restated from time to time (the Programme Memorandum ), in accordance with Condition   20   ( Notices ) of the Terms and Conditions for the purposes of giving notice to the Noteholders of the non-observation of the SPTs for each of three KPIs for the Target Observation Period 4, ending in December 2026 (as referenced to the Applicable Pricing Supplement relating to the AECI06 Notes)(the AECI06 Applicable Pricing Supplement ) with regard to the Sustainability-Linked Terms and Conditions (as defined below).  
2. Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed thereto in Appendix 1 of the AECI06 Applicable Pricing Supplement, headed " Additional Terms and Conditions Relating to the AECI06 Notes - Sustainability-Linked Notes " (the Sustainability-Linked Terms and Conditions ).
3. The request for written consent set out herein relates to the non-observation of SPTs for KPI 1 ( Effluent discharge intensity ), KPI 2 ( Carbon intensity ) and KPI 3 ( Gender diversity ) in respect of the Target Observation Period 4, as tabulated in paragraph 2 ( Sustainability Performance Target Table ) of the Sustainability-Linked Terms and Conditions.
4. Background
   1.                     This request is required pursuant to significant changes in the Issuer's business profile, disposal plans, and strategic direction, which render the Target Observation Period 4 (being the financial year ending 31 December 2026) unsuitable as a meaningful observation year. Additional context has been provided below:
      1.                         Changes in disposal plans: The calibration of the 2025-2027 targets excluded the completed disposal of Much Asphalt Proprietary Limited and the planned disposal of AECI Managed Businesses (AECI Schirm, Animal Health, SANS Fibers, Public Water and Food & Beverage). Some disposals within AECIs Managed Businesses have concluded which are AECI Schirm USA, and the Food & Beverage business. The disposals of the other businesses remain subject to internal discussion and anticipated changes in strategy. The information related to the disposals within the Managed Businesses pillar is referenced in the latest FY2025 Integrated Report, available on the Issuer's website at the following link: https://investor.aeciworld.com/pdf/integrated-reports/2025/2025-integrated-report.pdf . This will have a direct and unknown impact on KPIs; and
      2.                         Changes in the overall business strategy : With the appointment of a new Chief Executive Officer effective 1 July 2026, revisions to business strategy and production volume forecasts are possible, which could directly influence calibration of SPTs and KPIs; and
      3.                         Impact of material deviations in production forecasts : The calibration of the 2025-2027 SPTs were based on aggressive EBITDA-linked production forecasts as per the previous strategic plan. Actual FY2025 production volumes were materially lower (c.15%) than the forecasted volumes. Production volumes remain intrinsically linked to strategy and business composition and therefore remain subject to change.
   2.                     As such, the remainder of FY2026 will be utilised as a transitional period. AECI requires a steady-state before meaningful recalibration of SPTs can be undertaken.
5. Consent sought from the Noteholders

The Issuer seeks the Noteholders' written consent in accordance with Condition 22 ( Meetings of Noteholders / Consent Process ) of the Terms and Conditions to pass the following written Extraordinary Resolution:

Extraordinary Resolution No. 1:

" That the Noteholders consent to   the non-observation and disapplication of the SPTs recorded under the column titled "SPTs for Target Observation Period 4" of the table captured under paragraph 2 (Sustainability Performance Target Table) of the Sustainability Linked Terms and Conditions for the Target Observation Period 4, ending 31 December 2026. "

6. The Noteholders are requested to provide their written consent to the abovementioned proposals by voting in relation to the written Extraordinary Resolution specified in the Consent Notice annexed hereto as Annexure B and delivering same to the registered office of the relevant Participant that provided the Noteholder with the Consent Notice, and providing a copy thereof to the Issuer, for the attention Ms. Delia Patterson, at [email protected] by no later than 12h00 on 14 August 2026 in accordance with the terms and conditions of Annexure B. The relevant Participant will then notify Strate Proprietary Limited ( Strate ) at [email protected] of the total number of Consent Notices received, containing votes both in favour and not in favour of the proposed written Extraordinary Resolution and any abstentions.
7. This Notice is being delivered to Strate in accordance with Condition 22 ( Meetings of Noteholders / Consent Proces s) of the Terms and Conditions as read with Condition 20 ( Notices ) of the Terms and Conditions. The record date to be recorded in the Register to receive this Consent Request is 10 July 2026.

16 July 2026

Debt sponsor

Questco Proprietary Limited

 

ANNEXURE B

For completion by Noteholders in terms of Condition 22 (Meetings of Noteholders / Consent Process) of the Terms and Conditions.

CONSENT NOTICE

We refer to the Notice of request for written consent of Noteholders dated on or about 16 July 2026 and provided in accordance with Condition 22 ( Meetings of Noteholders / Consent Process ) of the Terms and Conditions as read with Condition 20 ( Notices ) of the Terms and Conditions (the Consent Request ).

 

Defined terms used in this Consent Notice (the Consent Notice ) shall have the meanings given to them in the Consent Request unless otherwise indicated.

 

I/We                                                                                  being a holder/holders of Notes issued by the Issuer under the Programme hereby confirm:

 

1. I/We currently hold [insert Nominal Amount of Notes held] with Stock Code AECI06
2. We acknowledge receipt of the Consent Request, in which the Issuer seeks the written consent of Noteholders to, inter alia , authorise the non-observation of the SPTs for KPI 1 ( Effluent discharge intensity ), KPI 2 ( Carbon intensity ) and KPI 3 ( Gender diversity ) for the Target Observation Period 4, ending on 31 December 2026, in respect of the AECI06 Applicable Pricing Supplement, as specified in the Consent Request.
3. We hereby confirm our vote in respect of the Extraordinary Resolution proposed by marking the relevant Colum "For", "Against" or "Abstain" below:

	FOR	AGAINST	ABSTAIN
Extraordinary Resolution No. 1 ( Non-Observation of SPTs for Target Observation Period 4 )

 

 

SIGNED at _________________ on this the _________ day of ____________ 2026.

 

For and on behalf of

[ INSERT NOTEHOLDER ]

 

_________________________________ Name: Capacity: Authorised signatory Who warrants his/her authority hereto

_________________________________ Name: Capacity: Authorised signatory Who warrants his/her authority hereto

 

NOTES

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

1. in respect of the relevant Participant, either the original form may be lodged at the registered address of such Participant, or a copy of the form may be emailed to such Participant (with the original to follow shortly thereafter);

2. on receipt of this Consent Notice, the relevant Participant must then notify Strate of the total number of Consent Notices received, both in favour and not in favour of the proposed resolution and any abstentions by email to Strate for the attention of Mr Yusuf Basha by e-mail to [email protected] copying [email protected] by no later than 12:00 on 14 August 2026; and

3. a copy of the form must be emailed to the Issuer, for attention of Ms. Delia Patterson at [email protected] , by no later than 12:00 on 14 August 2026.