Agrarius

Aggregate principle amount of this Tranche:

ZAR500,000,000

SPV Guarantor:

AVC Security SPV (RF) Pty) Ltd

Nature of Security:

Limited recourse SPV Guarantee issued by the SPV Guarantor

Nominal Amount per Note:

ZAR1.00

Debt security code:

AGRIA1

ISIN:

ZAG000191214

Status of the Notes:

Senior Secured

Type of Notes:

Floating Rate, Sustainability-linked Asset-Backed Notes, self-labelled as Sukuk Notes by the Company and certified Shari’ah compliant by the 27four Investment Managers Shari’ah Advisory Committee (“SAC”)

Use of Proceeds:

The proceeds from this Tranche of Notes will be used to undertake Investments in terms of the Master Investment Agreement, within 5 Business Days of receipt by the Company of proceeds for the relevant Tranche of Notes by paying the amount of the Investment into a South African bank account nominated by Agrarius OpCo for purposes of concluding the Underlying Transactions.

The proceeds raised from the issue of the Sukuk Notes will be further applied in accordance with the Sustainability-linked Sukuk Framework 1, as signed off by the Independent Sustainability Advisor

Issue Date:

28 October 2022

Issue Price:

100% of the Nominal Amount per Sukuk Note

Term of the Notes:

36 months from Issue Date

Applicable Business Day Convention:

Following Business Day Convention

Maturity Date:

28 October 2025, unless redeemed on any Optional Dissolution Date and/or Early Dissolution Date. If any such date is not a Business Day, the date determined in terms of the Following Business Day Convention

Last day to register:

By 17h00 on 25 March and 24 September each year until the maturity date or, if any day is not a Business Day, the last Business Day immediately preceding the commencement of the Books Closed Period(s)

Books Closed Period:

The Register will be closed from 26 March to 30 March and from 25 September to 29 September (all dates inclusive) in each year until the Maturity Date

Periodic Distribution Commencement Date:

01 November 2022

First Periodic Distribution Date:

30 September 2023 or, if any such date is not a Business Day, the date determined in terms of the Following Business Day Convention

Periodic Distribution Dates:

31 March and 30 September of each year until the Maturity Date

Reference Rate:

3 month ZAR- JIBAR, determined on the last Calendar Day of a Calendar Month for the reference rate applicable to the following Calendar Month as benchmark using a simple rate of return (not compounding)

Margin:

4.75% percent per annum

Other:

An additional margin of 25 basis points (calculated in arrears) will be added to the Margin, in the event of the Company failing to meet any of the sustainability performance targets detailed in terms of the Sustainability-linked Sukuk Framework 1, which will accrue and become payable upon the dissolution of the Sukuk Notes

Final Dissolution Amount:

100% of the Nominal Amount per Sukuk Note

Aggregate Outstanding Principal Amount of all of the Notes (including existing Notes) in issue under the Programme as at the Issue Date

The Company confirms that the issue of this Tranche of Sukuk Notes is the first issuance under the Programme and accordingly, the Aggregate Outstanding Principal Amount immediately preceding the issue and listing of this Tranche is zero

Additional terms and conditions:

Additional terms and conditions applicable to the Underlying Transactions are included in the APS

Documentation:

Copies of the Programme Documentation, Applicable Pricing Supplement, the Sustainability-linked Sukuk Framework and SAC certificates can be accessed on the Company’ website at the following link: