AECI LIMITED
(Incorporated in the Republic of South Africa) (Registration No. 1924/002590/06)
Company code: AECI
LEI: 3789008641F1D3D90E85
Bond code: AECI05 ISIN: ZAG000199258
Bond code: AECI06 ISIN: ZAG000199266
(AECI or the Issuer)
NOTIFICATION OF SUSTAINABILITY ADJUSTMENT EVENT TO NOTEHOLDERS
This notice of sustainability adjustment event (this Sustainability Adjustment Notice) is delivered by the Issuer to each holder of AECI05 Notes and AECI06 Notes (as defined below) (collectively, 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 amended and restated programme memorandum dated 4 September 2023, and as amended and restated from time to time (the Programme Memorandum), in accordance with Condition 20 (Notices) of the Terms and Conditions.
Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed thereto in the Terms and Conditions and applicable pricing supplements in respect of the Notes (the APSs) for the AECI ZAR535,000,000 Senior Unsecured Floating Rate Notes due 11 September 2026 with stock code "AECI05" (the AECI05 Notes) and the AECI ZAR465,000,000 Senior Unsecured Floating Rate Notes due 11 September 2028 with stock code "AECI06" (the AECI06 Notes, together with the AECI05 Notes, the Notes) unless otherwise stated herein.
A manifest error relating to an input into KPI 1 and KPI 2 (as defined in the Issuer's Sustainability Linked Finance Framework, dated 11 August 2023 (SLFF)) available at https://investor.aeciworld.com/s/sustainability- linked-financing-framework-final-31-aug.pdf has been identified. As such, the Baseline and Sustainability Performance Targets (SPTs) for KPI 1 and KPI 2 need to be recalibrated to account for the manifest error. The summation of the total annual production volumes is incorrect as eleven subdivisions correctly reported in tonnes, while one subdivision was incorrectly reported in kilograms. As such, the inconsistent unit of measurement has led to a factually incorrect denominator.
In accordance with paragraph 4 (Sustainability Adjustment Event) of the Additional Terms and Conditions of the APSs applicable to each of the Notes, the Issuer will incorporate the changes required, which are to be measured on a like for like basis, to correct the manifest error. The only part of the APS's that will be updated is the table contained in section 2 (Sustainability Performance Target Table), which will include the correctly calculated baselines and associated SPTs for KPI 1 and KPI 2. These changes will be carried through to an updated version of the SLFF which will be subject to the Issuer's internal governance process and an updated Second Party Opinion (SPO) will be provided. Furthermore, a Sustainability Assurance Report will be procured in relation to the correction of the manifest error to ensure the accuracy of amendments to the SLFF.
The amended and restated APS' applicable to the Notes, which will be amended (in accordance with the above) to account for the manifest error to the Baseline and SPTs in respect of KPI 1 and KPI 2 which will be made available as soon as practicably possible after the release of the SPO but in any event by no later than 5 business days prior to the first Sustainability Compliance Certificate Date.
Noteholders are advised that this SENS is only to notify Noteholders of the Sustainability Adjustment Event. A separate SENS announcement will be released to notify Noteholders of the availability of the amended and restated APSs, updated SLFF, updated SPO and accompanying applicable Sustainability Assurance Report.
14 December 2023
Debt Sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)