Question NW1517 to the Minister of Finance

Financial Covenants

Complied with (Y/N)

Non-Financial Covenants

Complied with (Y/N)

Project Phoenix Loans

1. Non-payment

SAA does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable

Y

1. Illegality / unlawfulness

It is or becomes unlawful for SAA or the Guarantor to perform any of its obligations under the Finance Documents

Y

2. Maintenance of insurance on assets

SAA maintains insurances with insurance companies to such an extent and against such risks as companies engaged in similar business normally insure.

Y

2. Change of control

SAA’s reporting lines change from the current reporting line, being National Treasury and the Minister of Finance, to another party.

Y

3. Negative pledge

SAA shall not unless otherwise agreed to in writing by the Lenders, create permit to subsist any Security over any of its assets.

Y

3. Misrepresentation

Any representation or statement made or deemed to be made by SAA or the Guarantor in the Finance Documents or any other document delivered by or on behalf of SAA or the Guarantor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

Y

4. Disposals

SAA will not enter into a single transaction or a series of transactions and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.

Y

4.Audit qualification

The Auditors of SAA qualify the audited annual consolidated financial statements of SAA or any of its Affiliates.

Y

5.Taxes

SAA will maintain its status as a statutory body established in accordance with laws of South Africa and will maintain its tax residence in South Africa and ensure that it is not resident or liable to tax in any other jurisdiction.

Y

5. Government Guarantee

The guarantee ceases to be legal, valid, binding and enforceable or otherwise ceases to be effective.

Y

6. Merger

SAA shall not, unless otherwise agreed to by the Lenders in writing, enter into any joint venture, amalgamation, demerger or corporate reconstruction.

Y

6. No breaching of laws

SAA has not breached any law or regulation which breach has or might reasonably be expected to have a Material Adverse Effect.

Y

7. Acquisition

SAA shall not unless otherwise agreed to by the Lenders in writing, acquire or subscribe for shares or other ownership interest in or securities of any company or other person, or acquire any business, assets or incorporate any company or other person.

Y

7. Material adverse effect

No material adverse effect has occurred.

Y

8. Cross default

Any financial indebtedness of SAA which is not paid due nor within any originally applicable grace period, or declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default, or cancelled or suspended by a creditor of SAA which as a result of an event of default.

Y

8. Constitutional documents

SAA will ensure that no change is made to its constitutional documents without prior written consent of the Lenders where such change has or is reasonably likely to have a Material Adverse Effect.

Y

Y

9. Sanctions

SAA and to the best of knowledge of SAA having made due and careful enquiry, its Affiliates, are not Sanctioned Entities, to the extent applicable, or have not participated in a Sanctioned Transaction or have not contravened and Sanctions or are not targeted under any Sanctions.

Y

Y

10. Compliance to anti-corruption laws

SAA to the best knowledge of SAA having made due and careful enquiry, and each of its Affiliates, has conducted its businesses in compliance with Applicable Anti-Bribery Law and has instituted and maintains policies and procedures designed to promote and achieve compliance with such laws.

Y

11. Change of business

SAA shall procure that no substantial change is made to the general nature of the business of SAA from that carried on at the signature date.

Y

12. Financial year end

SAA shall not change its Accounting Reference Date.

Y

13. Change in Auditors

SAA may only replace its Auditors with the prior approval of the Lenders, such approval not to be unreasonably withheld or delayed.

Y

14. Expropriation

The authority or ability of any affiliate of SAA to conduct its business is wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person.

Y