IMPORTANT: You Must Read the Following Disclaimer Before Continuing

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the prospectus supplement attached to this electronic transmission (the ‘‘Supplement’’) and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the attached Supplement. In accessing the attached Supplement, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. You acknowledge that you will not forward this electronic transmission or the attached Supplement to any other person. 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This Supplement is not being distributed to, and must not be passed on to, the general public in the UK. The communication of this Supplement is only being made to those persons falling within Article 19(5) or Article 49(2)(a) to (e) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or to other persons to whom this Supplement may otherwise be distributed without contravention of sections 21 or 238 of the Financial Services and Markets Act 2000, or any person to whom it may otherwise lawfully be made. This communication is being directed only at persons having professional experience in matters relating to investments and any investment or investment activity to which this communication relates will be engaged in only with such persons. No other person should rely on it. This Supplement has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Arrangers or the Dealers, any person who controls any of the Arrangers or the Dealers, the Issuer, any director, officer, employee or agent of any of them, or any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Supplement distributed to you in electronic format and the hard copy version available to you on request from any of the Arrangers or the Dealers. Proof 1: 28.1.11

SUPPLEMENT NUMBER 2 DATED 28 JANUARY 2011 TO THE BASE PROSPECTUS DATED 20 AUGUST 2010 RELATING TO THE GLOBAL MEDIUM TERM NOTE PROGRAMME OF TRANSNET LIMITED

TRANSNET LIMITED (Registration number 1990/000900/06) (incorporated with limited liability in the Republic of South Africa)

U.S. $2,000,000,000 Global Medium Term Note Programme Under the Global Medium Term Note Programme (the ‘‘Programme’’) described in the base prospectus dated 20 August 2010 as supplemented by a supplemental prospectus dated 3 December 2010 (‘‘Supplement Number 1’’ and together with the base prospectus dated 20 August 2010, the ‘‘Base Prospectus’’), Transnet Limited (‘‘Transnet’’, the ‘‘Company’’ or the ‘‘Issuer’’), subject to compliance with all relevant laws, regulations and directives, may from time to time issue medium term notes (the ‘‘Notes’’). The aggregate principal amount of Notes outstanding will not at any time exceed U.S. $2,000,000,000 (or its equivalent in other currencies). This supplement (the ‘‘Supplement’’) is supplemental to, forms part of and should be read in conjunction with, the Base Prospectus and any other supplement to the Base Prospectus issued by Transnet. Unless otherwise speciﬁed or the context otherwise requires, (i) references herein to the Base Prospectus shall be deemed to be references to the Base Prospectus as supplemented by this Supplement and any other supplement and (ii) terms deﬁned in the Base Prospectus shall, have the same meaning when used in this Supplement. This Supplement has been approved by the Financial Services Authority (the ‘‘FSA’’) in its capacity as competent authority for the purposes of Directive 2003/17/EC (the ‘‘Prospectus Directive’’) and relevant implementing measures in the United Kingdom as a base prospectus supplement issued in compliance with the Prospectus Directive and relevant implementing measures in the United Kingdom. This Supplement should be read and construed together with any amendment or supplement hereto. Further, in relation to any Series of Notes, this Supplement should be read and construed together with the relevant Final Terms. The Notes have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged or otherwise transferred except (1) in accordance with Rule 144A to a person that the holder and any person acting on its behalf reasonably believes is a QIB that is acquiring the Notes for its own account or for the account of one or more QIBs, (2) in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act, (3) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder, if available, or (4) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States. No representation can be made as to the availability of the exemption provided by Rule 144 under the Securities Act for resales of the Notes. For a description of these and certain further restrictions on offers, sales and transfers of Notes and distribution of this Supplement, see ‘‘Subscription and Sale’’ and ‘‘Transfer Restrictions’’ in the Base Prospectus. As described further in the Base Prospectus, the prior written approval of the South African Reserve Bank (the ‘‘SARB’’) has been obtained to issue up to a maximum of U.S. $1,000,000,000 of Notes.

Arrangers Barclays Capital Goldman Sachs International

Dealers Barclays Capital Goldman Sachs International Goldman, Sachs & Co. IMPORTANT NOTICES

The Issuer accepts responsibility for the information contained in this Supplement and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Supplement is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. To the extent that there is any inconsistency between (a) any statement in this Supplement and (b) any other statement in the Base Prospectus, the statements in (a) above will prevail. Save as disclosed in this Supplement, no signiﬁcant new fact, material mistake or inaccuracy relating to the information included in the Base Prospectus which is capable of affecting the assessment of the Notes issued under the Programme has arisen or been noted, as the case may be, since publication of the Base Prospectus. An investor which has agreed, prior to the date of publication of this Supplement, to purchase or subscribe for Notes issued under the Programme may withdraw its acceptance before the end of the period of two working days beginning with the ﬁrst working day after the date on which this Supplement is published in accordance with the Prospectus Directive.

2 c104149pu010 Proof 1: 28.1.11 B/L Revision: 0 Operator DadA AMENDMENTS OR ADDITIONS TO THE BASE PROSPECTUS

With effect from the date of this Supplement the information appearing in the Base Prospectus shall be amended and/or supplemented in the manner described in each section of this Supplement. The purpose of this Supplement is to update the Base Prospectus with material developments relating to the management of the Company and other material developments relating to the Company’s business and operations.

3 c104149pu010 Proof 1: 28.1.11 B/L Revision: 0 Operator DadA TABLE OF CONTENTS

Page AMENDMENTS OR ADDITIONS TO THE BASE PROSPECTUS ...... 3 RISK FACTORS ...... 5 RECENT DEVELOPMENTS...... 7 CAPITALISATION AND INDEBTEDNESS ...... 8 OPERATING AND FINANCIAL REVIEW ...... 9 BUSINESS...... 10 MANAGEMENT ...... 11 REGULATION ...... 18 TERMS AND CONDITIONS OF THE NOTES ...... 19 FORM OF FINAL TERMS ...... 20

4 c104149pu010 Proof 1: 28.1.11 B/L Revision: 0 Operator DadA RISK FACTORS

The section of the Base Prospectus entitled ‘‘Risk Factors’’ shall be amended as follows: * The text incorporated into the Base Prospectus under the caption ‘‘Risk Factors – Risks Related to Transnet’s Business – Transnet is exposed to risks associated with the economic regulation of its business – Transnet Pipelines tariffs’’ by the fourth and fifth paragraphs on page 11 of Supplement Number 1 is hereby deleted in its entirety and replaced with the following: In its Financial Year 2011 tariff application, Transnet Pipelines applied for a revenue increase of 51.3 per cent. compared to NERSA’s Financial Year 2010 revenue determination. This increase was largely driven by the costs associated with the commissioning of new assets in Financial Year 2011, as well as the implementation of technically sound and widely accepted regulatory principles. At a public hearing held by NERSA on 4 March 2010, Transnet highlighted critical issues relevant to the tariff application and presented expert opinions regarding the calculation of the cost of equity. On 26 March 2010, NERSA announced its decision to increase the petroleum pipeline revenue by 11.86 per cent. for Transnet Pipelines. On 1 October 2010, Transnet submitted its 2012 petroleum pipeline tariff application to NERSA requesting a base revenue increase of 69 per cent. The tariff proposal again included an allowance to maintain Transnet’s cash interest cover ratio at 3 (three) times. When the effect of the F-factor is calculated together with the effect of adding the value of the NMPP’s 24-inch pipeline into Transnet’s asset base (for three months of calendar year 2012) and the effect of how Transnet calculates the costs of equity (which is different from how NERSA calculates the costs of equity) the total requested increase is approximately 167 per cent. as compared to the tariff in calendar year 2011. Transnet objects to several material aspects of NERSA’s calculation of Transnet’s cost of equity. In particular, Transnet objects to the tax treatment of the ‘‘risk-free rate’’ and the use of book value as opposed to market value of both debt and equity for peer companies when de-levering the betas. NERSA reduced the risk-free rate by the rate of company tax (28 per cent.). Transnet believes this approach is erroneous and contrary to standard corporate finance and regulatory practice. Transnet believes that, based on a review of regulatory decisions by NERSA (in its decision on Eskom’s electricity tariffs and on Transnet pipelines’ gas tariffs) as well as regulatory decision across 4 industries in the UK, that there should be no tax adjustment to the risk-free rate. Transnet have also taken independent corporate finance advice on this matter and are confident that an adjustment to the risk free rate for corporate tax is incorrect and unprecedented. Transnet believes that NERSA should have, where feasible, used the market values of debt and equity, rather than the book values. Should NERSA continue to approve pipeline tariff increases below Transnet’s requests, or reduce pipeline tariffs, as it did in Financial Year 2010, it could decrease Transnet’s revenue and, in turn, could adversely affect Transnets’ business, results of operations, financial condition and prospects. Furthermore, there can be no assurance that Transnet Pipelines will be able to secure future tariff increases in the amounts and at the times requested or avoid further tariff reductions, or that NERSA will approve future proposals relating to the calculation of tariffs. * The text incorporated into the Base Prospectus under the caption ‘‘Risk Factors – Risks Related to Transnet’s Business – Transnet is exposed to risks associated with the economic regulation of its business – Transnet Pipelines tariffs’’ by the seventh paragraph on page 11 of Supplement Number 1 is hereby deleted in its entirety and replaced with the following: In addition, Transnet must, from time to time, submit to NERSA applications to amend Transnet’s petroleum pipeline operating and construction licenses in order to reflect, among other things, changes to the operation, maintenance and construction of the pipeline system. If Transnet were to submit future amendments to it licenses, and if NERSA were to delay approving these amendments or to reject the amendments altogether, it could negatively impact the construction schedule and the costs of such projects. On 26 November 2010, Transnet’s Board of Directors approved a revised schedule for the completion of the NMPP and also revised the total cost estimate of the project from R 15.4 billion to R 23.4 billion. The principal reasons for the cost overruns and the extended

5 c104149pu010 Proof 1: 28.1.11 B/L Revision: 0 Operator DadA timetable include (i) delays in establishing continuous right of way and in obtaining the required statutory approvals for various phases of the project, (ii) changing the location of the coastal terminal and pump station in response to conditions imposed by environmental authorizations, and (iii) the increase in steel prices as compared to the cost of steel in calendar year 2007.

* The text incorporated into the Base Prospectus under the caption ‘‘Risk Factors – Risks Related to Transnet’s Business – Transnet is exposed to risks associated with the economic regulation of its business – Transnet National Ports Authority tariffs’’ by the second paragraph on page 12 of Supplement Number 1 is hereby deleted in its entirety and replaced with the following:

On 31 July 2010, Transnet National Ports Authority submitted its tariff application to the Ports Regulator for the Financial Year 2012, requesting an 11.91 per cent. increase in tariffs. In revenue terms this is an increase of 16 per cent., using projected 2011 revenue as a base, rather than the allowable revenue of R 6,020 million set by the Ports Regulator. The Ports Regulator held public hearings in Mossel Bay, Cape Town, Port Elizabeth, Durban and Johannesburg to consider the calendar year 2012 Transnet National Ports Authority tariff application. In its Record of Decision, the Ports Regulator calculated a revenue requirement of R6,523 million which it translated into a tariff increase of 4.49 per cent., with further clawback of the ‘‘over-recovery’’ of 2010/11 revenue, to be effected in 2012/13.

* The text incorporated into the Base Prospectus under the caption ‘‘Risk Factors – Risks Related to Transnet’s Business – Transnet is dependent upon key personnel, skilled and highly-skilled employees’’ by the fourth, ﬁfth and sixth paragraphs on page 12 of Supplement Number 1 is hereby deleted in its entirety and replaced with the following:

Transnet’s continued success is dependent, in part, on the ongoing services of its senior officers and employees, many of whom have significant experience within Transnet and may be difficult to replace, and in part on its ability to attract and retain top quality management and key staff.

During Financial Year 2009, Transnet’s Group Chief Executive resigned effective 28 February 2009 and her position was temporarily filled by the former Chief Financial Officer, Mr. Wells. Transnet’s Chief Operating Officer also resigned effective 31 March 2009.

On 1 November 2010, Mr. Wells resigned from the Company with effect from 31 March 2011. Transnet’s Chairman also retired from the Board on 11 August 2009 and his position was temporarily ﬁlled by Professor Everingham. On 13 December 2010, a new Chairman, Mr. Maﬁka Mkwanazi, was appointed. On 15 December 2010, the Board of Directors delegated the powers, duties and authority of the Group Chief Executive to the Chairman of the Board with effect from 16 December 2010, until a new Group Chief Executive is appointed by the Shareholder’s representative. Mr. Wells will remain with the Transnet until 31 March 2011 to assist Mr. Mkwanazi in an advisory capacity.

On 2 November 2010, Transnet’s Group Executive: Ofﬁce of the Group Chief Executive Mr. Kahla, resigned, effective 1 December 2010. This vacancy has been ﬁlled by Ms. Zola Stephen, the previous Group Company Secretary and Executive: Legal, Risk and Compliance at Transnet National Ports Authority.

On 13 December 2010, the Shareholder’s representative appointed twelve new non-executive directors onto the Board of Directors. Three non-executive Directors from the previous Board of Directors were retained for continuity purposes.

Transnet’s success is also dependent upon skilled employees and, in common with similar businesses in the Republic of South Africa, Transnet has experienced shortages of such employees in the past and expects it will do so in the future. The loss of senior ofﬁcers, experts and skilled employees or the inability to recruit and retain skilled employees could negatively impact Transnet’s ability to successfully implement its Quantum Leap Strategy, which could in turn have a material adverse effect on Transnet’s business, results of operations, ﬁnancial condition and prospects.

6 c104149pu010 Proof 1: 28.1.11 B/L Revision: 0 Operator DadA RECENT DEVELOPMENTS

The section of the Base Prospectus entitled ‘‘Recent Developments’’ shall be amended as follows: * The following caption and text shall be added as an additional paragraph on page 33 of the Base Prospectus:

Changes in the Board of Directors and Senior Management On 1 November 2010, Mr. Wells, the Acting Group Chief Executive, resigned from Transnet, with effect from 31 March 2011. Transnet’s Chairman also resigned on 11 August 2009 and his position was temporarily filled by Professor Everingham. On 13 December 2010, a new Chairman, Mr. Mafika Mkwanazi, was appointed. On 15 December 2010, the Board of Directors delegated the powers, duties and authority of the Group Chief Executive to the Chairman of the Board with effect from 16 December 2010, until a new Group Chief Executive is appointed by the Shareholder’s representative. Mr. Wells will remain with Transnet until 31 March 2011, to assist Mr. Mkwanazi in an advisory capacity. On 2 November 2010, Transnet’s Group Executive: Office of the Group Chief Executive Mr. Kahla, resigned, effective 1 December 2010. This vacancy has been filled by Ms. Zola Stephen, the previous Group Company Secretary and Executive: Legal, Risk and Compliance at Transnet National Ports Authority. On 13 December 2010, the Shareholder’s representative appointed twelve new non-executive directors onto the Board of Directors. Three non-executive Directors from the previous Board of Directors were retained for continuity purposes. Transnet’s directors are elected on three- year terms, renewable annually at Transnet’s Annual General Meeting.

7 c104149pu010 Proof 1: 28.1.11 B/L Revision: 0 Operator DadA CAPITALISATION AND INDEBTEDNESS

The section of the Base Prospectus entitled ‘‘Capitalisation and Indebtedness’’ shall be amended as follows: * Footnote 4 incorporated into the Base Prospectus under the caption ‘‘Capitalisation and Indebtedness’’ by the table on page 17 of Supplement Number 1 is hereby deleted in its entirety and replaced with the following: (4) From 30 September 2010 to 31 December 2010 the Group has issued a total of R 1,344 million in domestic bonds, raised R 112 million in short term market-making activities, raised R 1,601 million in domestic loans, raised R 415 million in commercial paper and repaid R 19 million in foreign loans, repaid R 716 million of commercial paper and repaid R 184 million of domestic loans.

8 c104149pu010 Proof 1: 28.1.11 B/L Revision: 0 Operator DadA OPERATING AND FINANCIAL REVIEW

The section of the Base Prospectus entitled ‘‘Operating and Financial Review’’ shall be amended as follows: * The last sentence of the third paragraph under the caption ‘‘Operating and Financial Review – Liquidity and Capital Resources – Capital Expenditure Programme’’ on page 67 of the Base Prospectus is hereby deleted in its entirety and replaced with the following: Transnet also intends to increase container capacity from 4.56 million TEUs to 6.26 million TEUs while the completion of the NMPP by 31 December 2013 is planned to increase the pipeline capacity from 4.4 billion litres to 8.7 billion litres.

9 c104149pu010 Proof 1: 28.1.11 B/L Revision: 0 Operator DadA BUSINESS

The section of the Base Prospectus entitled ‘‘Business’’ shall be amended as follows: * The ﬁrst sentence of the last paragraph under the caption ‘‘Business – Key Statistics – Assets’’ on page 101 of the Base Prospectus is hereby deleted in its entirety and replaced with the following: Transnet expects that the NMPP, which is currently scheduled for completion in December 2013, will replace ageing assets and increase Transnet Pipelines’ current capacity and reﬁned petroleum product transportation market share.

10 c104149pu010 Proof 1: 28.1.11 B/L Revision: 0 Operator DadA MANAGEMENT

The section of the Base Prospectus entitled ‘‘Management’’ shall be amended as follows:

* The text under the caption ‘‘Management – Board of Directors’’ beginning on page 117 of the Base Prospectus and ending on page 119 of the Base Prospectus, is hereby deleted in its entirety and replaced with the following:

The Board of Directors has delegated the responsibility for running the operations of Transnet to the Group Chief Executive. On 15 December 2010, the Board of Directors delegated the powers, duties and authority of the Group Chief Executive to the Chairman of the Board with effect from 16 December 2010, until a new Group Chief Executive is appointed by the Shareholder’s representative. However, the Board of Directors has reserved responsibility for the following matters: recommending amendments to the Articles of Association of Transnet to its Shareholder; approving Transnet’s strategy, business plans, annual budgets and borrowing strategy; approving the annual ﬁnancial statements and interim reports; and evaluating the performance of the Group Chief Executive.

Transnet’s Articles of Association provide that there shall be not less than ten and not more than eighteen directors of whom at least eight must be non-executive directors and two must be executive directors. On 13 December 2010, the Shareholder’s representative appointed twelve new non-executive directors to the Board of Directors. Three non-executive directors from the previous Board of Directors were retained for continuity purposes. Transnet’s directors are elected to three-year terms, renewable annually at the Transnet’s Annual General Meeting.

The Board of Directors is currently comprised of sixteen directors, of whom fourteen are non- executive directors. There are currently two vacant seats. Fourteen of these directors believe that they are independent non-executive directors free from any business relationship that could hamper their objectivity or independent judgement on the business of Transnet.

The following table sets forth the sixteen members of the Transnet Board of Directors at the date of this Supplement.

Member Year of of Board Name Birth Current Position Since

Mr. Mafika Mkwanazi...... 1954 Executive Chairman and Acting 2010 Group Chief Executive Mr. Anoj Singh ...... 1973 Executive Director and Acting 2009 Chief Financial Officer Mr. Peter Malungani ...... 1958 Non-executive director 2010 Mr. Israel Skosana ...... 1953 Non-executive director 2010 Ms. Nazmeera Moola...... 1977 Non-executive director 2010 Mr. Michele Fanucchi...... 1964 Non-executive director 2010 Ms. Doris Tshepe ...... 1973 Non-executive director 2010 Mr. Donald Mkhwanazi ...... 1953 Non-executive director 2010 Ms. Tembakazi Mnyaka ...... 1967 Non-executive director 2010 Ms. Ellen Tshabalala ...... 1958 Non-executive director 2010 Mr. Iqbal Sharma ...... 1967 Non-executive director 2010 Mr. Harry Gazendam ...... 1954 Non-executive director 2010 Prof. Ju¨rgen Schrempp...... 1944 Non-executive director 2010 Ms. Nolwazi Gcaba...... 1970 Non-executive director 2004 Ms. Nunu Ntshingila...... 1963 Non-executive director 2006 Mr. Peter Moyo ...... 1962 Non-executive director 2008 The previous Group Chief Executive, Ms. Maria Ramos resigned effective 28 February 2009 and her position was temporarily filled by the Chief Financial Officer, Mr. Christopher Wells commencing 6 March 2009. On 1 November 2010, Mr. Wells resigned effective 31 March 2011. On 13 December 2010, a new Chairman, Mr. Mafika Mkwanazi, was appointed. Mr Mkwanazi has also been tasked with assuming the Group Chief Executive function with effect

11 c104149pu010 Proof 1: 28.1.11 B/L Revision: 0 Operator DadA from 16 December 2010 until a new Group Chief Executive is appointed by the Shareholder’s representative. Mr. Wells will remain with Transnet until 31 March 2011 to assist Mr. Mkwanazi in an advisory capacity. As at the date of this Supplement, Transnet is not aware of any potential conﬂicts of interest between the duties to Transnet of the directors listed below and their private interests or duties.

Mr. Mafika E. Mkwanazi Mr. Mkwanazi assumed the role of Chairman of the Board of Directors and non-executive director on 13 December 2010. Mr. Mkwanazi has also been tasked with assuming the Group Chief Executive’s executive powers, with effect from 16 December 2010, until a new Group Chief Executive is appointed by the Shareholder’s representative. Mr. Mkwanazi currently serves as a non-executive director of the South African Bureau of Standards, Stefanutti & Stocks Holdings, Saatchi and Saatchi (Pty) Ltd., Before the Wind Investments 53, Marble Gold 237 (Pty) Ltd., MLZZ Family Trust, Mkwanazi Investment Holdings (Pty) Ltd., Ukhamba Bricks and Quarry (Pty) Ltd., Born Free Investments 402 and Shamsko Projects. Mr. Mkwanazi also serves as a non-executive chairman of Hulamin Ltd. He has also recently been appointed as a member of the State Owned Enterprises Committee reporting to the President of the Republic of South Africa. Mr. Mkwanazi brings more that 25 years of management experience to Transnet and has previously held a number of directorships and senior management positions including appointments as a non-executive director of Nedbank Ltd. and the Industrial Development Corporation of South Africa, Chief Executive Officer of Metrorail and Chairman of South African Airways, Propnet, V&A Waterfront Holdings and Spoornet, currently Transnet Freight Rail. He was also formerly an Executive Director of Transnet from 1996 to 2001 and the Chief Executive Officer of Transnet from 2001 to 2003. Mr. Mkwanazi holds a Bachelor of Science degree in Mathematics and Applied Mathematics from the University of Zululand, a degree in Electrical Engineering from the University of Durban Westville, a management development diploma from Wits University and a diploma in strategies for successful management from Wharton University.

Mr. Anoj Singh Mr. Singh is currently acting in the capacity of Acting Chief Financial Officer and as an Executive Director of the Board of Directors since March 2009. He also serves on the boards of directors of Freight Logistics International, Owner-Driver Management (Pty) Ltd., Transhold Properties (Pty) Ltd., Protekon (Pty) Ltd., Crosskeys Security Services (Pty) Ltd., Comazar (Pty) Ltd., Classic Number Trading 120 (Pty) Ltd. and is a Trustee of the Transnet Retirement Fund. He is a member of Even Grand Trading 173 CC and Spring Green Trading 199 CC. He has served as Transnet’s General Manager: Group Finance since 2005. Mr. Singh graduated with a Bachelor of Accounting from the University of Durban Westville and brings more than 12 years of financial experience to Transnet. He is also a qualified Chartered Accountant.

Mr. Peter M. Malungani Mr. Malungani was appointed as an independent non-executive member of the Board of Directors on 13 December 2010. In addition, Mr. Malungani currently serves as Executive Chairman of Peu Group (Pty) Ltd. and chairs most of its subsidiaries. Furthermore, Mr. Malungani currently serves as Chairman of Phumelela Gaming and Leisure Ltd., as a director of Pretoria Portland Cement Ltd., as Chairman of Pretoria Portland Cement Ltd.’s Deals and Acquisitions Committee and as a director of Investec Bank Ltd., Investec Bank Plc, and Investec Asset Management. Mr. Malungani graduated from the University of South Africa with a Bachelor of Commerce, the Advanced Management Programme at the Wits Business School and the Leadership Development Programme at the Wharton Business School, University of Pennsylvania, Pennsylvania.

Mr. Israel B. Skosana Mr. Skosana was appointed as an independent non-executive member of the Board of Directors on 13 December 2010. In addition, Mr. Skosana currently serves as shareholder and Chairman of Kapela Investments Holdings Ltd., as a non-executive director on Kapela

12 c104149pu010 Proof 1: 28.1.11 B/L Revision: 0 Operator DadA Investees, as an independent non-executive Director of Old Mutual Holdings Ltd. (SA) and Old Mutual Life Assurance Company Ltd. and Chairman of its Audit Committee. Mr. Skosana has a Bachelor of Commerce from the University of the North, a Bachelor of Accounting Science (Hons) from the University of South Africa, and a Certiﬁcate in the Theory of Accountancy from the University of South Africa. Mr. Skosana also graduated from the Advanced Management Programme at Harvard Business School, and is a qualiﬁed Chartered Accountant.

Ms. Nazmeera Moola Ms Moola was appointed as an independent non-executive member of the Board of Directors on 13 December 2010. Ms. Moola currently serves as an independent director of Mercedes- Benz South Africa. Ms. Moola graduated from the University of Cape Town with a Bachelors of Business Science and is also a CFA Charter holder.

Mr. Michele Fanucchi Mr. Fanucchi was appointed as an independent non-executive member of the Board of Directors on 13 December 2010. Mr. Fanucchi obtained a Graduate Diploma in Engineering, a Bachelor of Science in Engineering (Mechanical) Industrial, and a Master of Science in Engineering Management from the University of Witwatersrand.

Ms. Doris L.J. Tshepe Ms. Tshepe was appointed as an independent non-executive member of the Board of Directors on 13 December 2010. Ms. Tshepe currently serves as a Managing Director of Cheadle Thompson & Haysom Incorporated and serves on the boards of Cheadle Thompson & Haysom Legal Administration Trust, Boardroom Alliance (Pty) Ltd., Boardroom Alliance Black Equity Trust and the National Children’s Rights Committee. Ms. Tshepe graduated from the University of the North with a Baccalaureus Procurationis degree, the University of Durban Westville with a Bachelors of Law and a Masters in Tax Law from the University of Witwatersrand. Ms Tshepe is a qualiﬁed Attorney of the High Court of South Africa, Notary and Conveyancer.

Mr. Donald B. Mkhwanazi Mr. Mkhwanazi was appointed as an independent non-executive member of the Board of Directors on 13 December 2010. Mr. Mkhwanazi currently serves as Chairman of the National Empowerment Trust and is the head of the Mkhwanazi Investment Trust. Mr. Mkhwanazi obtained a Bachelor of Administration from the University of Zululand, a post-graduate diploma in marketing from the Kingston Business School (UK), graduated from the Programme for Management Development at the Harvard Business School, obtained a Graduate Diploma in Company Direction from the Graduate Institute of Management and Technology (SA) and a Certiﬁcate in Managing Finance and Strategic Management from the Henley Management College (UK). He further obtained his Masters of Business Administration from the Graduate School of Business, University of Durban Westville.

Ms. Tembakazi Mnyaka Ms. Mnyaka was appointed as an independent non-executive member of the Board of Directors on 13 December 2010. In addition, Ms. Mnyaka currently serves as Managing Director and Owner of Eco Light and Eco Waste Solutions and is an International Trade Consultant for Durban Invest. She further serves as the National Deputy President of the Black Management Forum, board member of Business Unity South Africa, Vice President and board member of Durban Chamber of Commerce and Industries, council member of the South African Chamber of Commerce and Industries, board member of BMF Investment and board member of KZN BEE Advisory Commission. Ms. Mnyaka obtained her Bachelor of Social Science and Masters in Town and Regional Planning from the University of Durban Westville. She further obtained a Diploma in Project Management from Damelin College and a Project Management and Project Leadership Certiﬁcate from the University of Durban Westville

13 c104149pu010 Proof 1: 28.1.11 B/L Revision: 0 Operator DadA Ms. Ellen Tshabalala Ms. Tshabalala was appointed as an independent non-executive member of the Board of Directors on 13 December 2010. In addition, Ms. Tshabalala currently serves as a member of the Board of Directors of Cape Empowerment Ltd., Chairperson of the Board of Directors of Port Shepstone Harbour Development Company (Pty) Ltd, and Council Member of the Presidential Advisory Council on BEE. She is also a member of the Board of Trustees for the African Academy for CADD Training. Ms. Tshabalala holds a Bachelors of Commerce degree in Economics and Industrial Psychology and Post Graduate Diploma in Labour Relations from the University of South Africa. Further, she obtained an International Licentiate Diploma in Banking from the Institute of Bankers of South Africa.

Mr. Iqbal Meer Sharma Mr. Sharma was appointed as an independent non-executive member of the Board of Directors on 13 December 2010. In addition, Mr. Sharma currently serves as director of Blackstone Resources Ltd. He also serves as a member of the Board of the Export Credit Insurance Corporation of South Africa, member of the Immigration Advisory Board and a member of the Proudly South African campaign. Mr. Sharma obtained his Bachelor of Science (Honours) from the University of Wisconsin, Oshkosh.

Mr. Harry D. Gazendam Mr. Gazendam was appointed as an independent non-executive member of the Board of Directors on 13 December 2010. In addition, Mr. Gazendam currently serves as Senior Executive Advisor to Toyota Motor Corporation Japan and Toyota South Africa. Mr. Gazendam obtained a Bachelor of Arts degree from the University of Pretoria, a Baccalaureus Procurationis degree and a Diploma in Labour Relations from the University of South Africa. Mr. Gazendam, further graduated from the Executive Development Programme at the University of California, Los Angeles, USA and graduated from the Wharton Business School, University of Pennsylvania, USA with an Advanced Executive Development Programme.

Professor Ju¨ rgen E. Schrempp Professor Schrempp was appointed as an independent non-executive member of the Board of Directors on 13 December 2010. In addition, Professor Schrempp currently serves as non- executive Chairman of Mercedes-Benz South Africa. He is the Independent Lead Director of the South African Coal, Oil and Gas Corporation Ltd, non-executive director of Jonah Capital (Pty) Ltd, and a director of Compagnie Financiere Richemont S.A., Switzerland. He is also a partner of Compagnie Financiere Rupert. Furthermore he serves as non-executive Chairman of Iron Mineral Beneﬁciation Services (Pty) Ltd. of which he is also a shareholder. Additional positions are memberships of the Advisory Council of GEMS, as well as Chief Executive Ofﬁcer and sole shareholder of KATLEHO Capital GmbH, Germany. Professor Schrempp obtained his Professorship of the Federal State of Baden-Wuerttemberg in Germany, an Honorary Doctorate from the University of Graz, Austria and an Honorary Doctorate in Commerce (h.c.) from the University of Stellenbosch.

Ms. Nolwazi B. P. Gcaba Ms. Gcaba was appointed as an independent non-executive member of the Board of Directors in August 2004. In addition, she is a Trustee of the Transnet Retirement Fund Property Trust and the Transnet Second Defined Benefit Fund. Ms. Gcaba has been a partner of the law firm Spoor & Fischer Attorneys for nine years. Ms. Gcaba graduated from the University of Fort Hare with a B Juris degree and received a LLB from the University of Durban Westville. Ms. Gcaba is a qualified Attorney of the High Court of South Africa.

Ms. Nunu R. Ntshingila Ms. Ntshingila was appointed as an independent non-executive member of the Board of Directors in May 2006. Ms. Ntshingila serves on the boards of directors of Ogilvy South Africa, PriceWaterhouseCoopers Corporate Social Investment Committee, Ntinta Investment, Golden Dividend 456 (Pty) Ltd., Pamodzi Investment Holdings (Pty) Ltd and Kantar South Africa (Pty) Ltd. She has been Chief Executive Ofﬁcer of Ogilvy South Africa since 2005. Ms.

14 c104149pu010 Proof 1: 28.1.11 B/L Revision: 0 Operator DadA Ntshingila graduated from the University of Swaziland with a Bachelor of Arts degree, a Masters of Business Administration degree from Morgan State University, Maryland, USA and a diploma in Advertising from AAA School of Advertising.

Mr. Peter M. Moyo Mr. Moyo was appointed an independent non-executive member of the Board of Directors in July 2008. Mr. Moyo currently serves as an executive director of Amabhubesi Group. He is also a director of Worldwide Capital Ltd., Pinnacle Technology Holdings Ltd., Liberty Holdings Ltd., Liberty Group Ltd., Bulawayo Electrical Supplies (Pty) Ltd., Utafutaji Trading 36 (Pty) Ltd., Lexshell 713 Investments (Pty) Ltd., Clorpique 149 (Pty) Ltd., Corridor Infrastructure Development Holdings, Mtha-We-Mpumelelo Investments, Plexus Fundamental – Funds (Pty) Ltd., STS Trust and Darting Trading 161 (Pty) Ltd. Mr Moyo is also Chairman of the Vodacom Group (Pty) Ltd. and RZT Zelpy 4972 (Pty) Ltd. Mr. Moyo has more than 15 years of experience, including as the Chief Executive Ofﬁcer of Alexander Forbes. Mr. Moyo is a qualiﬁed Chartered Accountant. He has a Bachelors of Commerce (Hons) from the University of South Africa and a Higher Diploma in Tax Law from Witwatersrand Business School and Advanced Management Programme from Harvard Business School. The business address of each director is 47th Floor Carlton Centre, 150 Commissioner Street, Johannesburg 2001, Republic of South Africa. * The following names and information should be deleted from the table under the caption ‘‘Management – Senior Management’’ on page 120 of the Base Prospectus:

Mr. Christopher Wells...... 1949 Acting Group Chief Executive 2005 Ms Vuyo Kahla...... 1970 Group Executive: Ofﬁce of the Group 2004 Chief Executive Mr Viv Oates ...... 1955 Chief Support Executive 2009 * The following names and information should be added to the table under the caption ‘‘Management – Senior Management’’ on page 120 of the Base Prospectus:

Mr. Maﬁka Mkwanazi ...... 1954 Executive Chairman and Acting Chief 2010 Executive Ms Zola Stephen...... 1974 Group Executive: Legal, Corporate 1999 and Public Affairs * The caption ‘‘Mr. Vuyo Kahla’’ and the text immediately following this caption under the caption ‘‘Management – Senior Management – Mr. Vuyo Kahla’’ on page 120 of the Base Prospectus are hereby deleted in their entirety. * The caption and text under ‘‘Management – Senior Management – Mr. Viv Oates’’ on page 122 of the Base Prospectus is hereby deleted in its entirety and replaced with the following:

Ms. Zola Stephen Ms. Stephen was appointed as the Group Executive: Legal, Corporate and Public Affairs in January 2011. Ms. Stephen is an attorney with a Baccalaureus Procurationis and a Legum Baccalaureus (LLB) degree from the University of Durban Westville. In addition, she also has a Post-graduate Diploma in Company Law. She joined Transnet in 1999 as a legal advisor. Ms. Stephen was promoted to Group Company Secretary, a position she held for approximately ﬁve years, before moving to Transnet National Ports Authority as Executive: Legal, Risk and Compliance.

Mr. Roderick Wolfenden Mr. Wolfenden was appointed as a member of the Group Executive Committee in 2010. Mr. Wolfenden replaced Mr. Viv Oates as the Ernst & Young Internal Audit Partner. He is a director at Ernst & Young and is the Internal Audit Partner on the Transnet account. The business address for each member of senior management is 47th Floor, Carlton Centre, 150 Commissioner Street, Johannesburg 2001, Republic of South Africa.

15 c104149pu010 Proof 1: 28.1.11 B/L Revision: 0 Operator DadA * The text under the caption ‘‘Management – Corporate Governance’’ on page 125 of the Base Prospectus is hereby deleted in its entirety and replaced with the following:

Corporate Governance Transnet follows the principles of good corporate governance outlined in the King Report on Governance for South Africa, 2009 (King III). Consistent with that report, the Board has established six committees: Group Audit; Group Risk; Remuneration; Corporate Governance and Nominations; Social and Ethics; and Acquisitions and Disposals. The members of the committees are non-executive directors save for Mr. Mkwanazi.

Group Audit Committee The audit committee meets six times during the year and is currently chaired by Mr Moyo, with Mr Skosana, Mr Fanucchi and Mr Tshabalala as members. Ms Moola has been nominated to join the committee but has not yet been conﬁrmed by the Board. In line with the Corporate Laws Amendment Act, 2006, the Group Audit Committee assess ﬁnancial risk reviews and approves the Group’s audit plan (both internal and external) with its auditors after considering the proposed audit’s scope and approach, its effectiveness and the audit fees. The Group Audit Committee is also responsible for, among other matters: (i) receiving and reviewing reports on adequacy of capital, impairment of receivables and other assets and the determination of provisions; (ii) reviewing all accounting policies adopted by the Group and proposed changes to those policies; (iii) recommending changes to the Group’s accounting policies as may be considered appropriate under IFRS; (iv) reviewing reports on any forensic investigation and ensuring implementation of appropriate action; (v) evaluating the independence and effectiveness of the internal audit function annually; and (vi) monitoring ethical conduct of the Group.

Group Risk Committee The Group Risk Committee meets ﬁve times a year at the various operating sites of the Group in order to review the major risks facing operations at each site as well as the progress achieved in improving risk management throughout the Group. The committee is currently chaired by Mr Mnyaka and its membership is made up of Ms Moola, Mr Malungani, Mr Mhkwanazi, Mr Moyo and Mr Mkwanazi. Mr Mkwanazi has powers of veto in relation to decisions made by the committee. The committee is responsible for reporting on the quality and reliability of the Group’s risk management procedures and formally reviewing the Group’s risk management policies annually.

Remuneration Committee The Remuneration Committee meets four times each year and is currently chaired by Ms Ntshingila. Its membership is made up of Mr Gazendam, Ms Gcaba, Mr Malungani, Mr Skosana and Mr Mkawanazi. Mr Mkwanazi has powers of veto in relation to decisions made by the committee. The committee considers and approves policy frameworks and practice standards in respect of remuneration in the Group. In particular the committee is responsible for: (i) approving compulsory employee beneﬁts applicable to all levels and categories of the Group; (ii) reviewing the design and management of salary structures, policies and incentive schemes; and (iii) recommending the level of non-executive directors’ fees to the Board of Directors.

Corporate Governance and Nominations Committee The Corporate Governance and Nominations Committee establishes the criteria for the nomination of directors to be recommended to Transnet’s Shareholder’s representative for appointment. The committee is currently chaired by Mr Mkwanazi and consists of Ms Mnyaka, Mr Sharma and Ms Tshepe. In addition to establishing the criteria for the nomination of directors, the committee is responsible for ensuring that an annual assessment of the performance of the Board of Directors and a periodic review of the effectiveness of the Board’s committees occurs.

16 c104149pu010 Proof 1: 28.1.11 B/L Revision: 0 Operator DadA Social and Ethics Committee The Social and Ethics Committee’s role is to advise the Board on responsible corporate citizenship and the ethical relationship between Transnet and society at large. Speciﬁcally, the committee will assess, measure and review Transnet’s performance and standing in relation to: social and economic development; good corporate citizenship; the environment, health and public safety and the impact of Transnet’s activities; consumer relationships and matters relating to labour and employment. The committee is currently chaired by Ms Gcaba and consists of Mr Fanucchi, Mr Gazendam, Ms Tshabalala and Mr Mkwanazi. Mr Mkwanazi has powers of veto in relation to decisions made by the committee.

Acquisitions and Disposals Committee The Acquisitions and Disposals Committee’s mandate is to consider and oversee the review of Transnet’s procurement and provisioning systems, monitor compliance with procurement policies and practices, monitor trends in procurement spend, consider strategic acquisitions and disposals and make consequent recommendations to the Board, consider potential private sector participation models and award tenders (where so delegated by the Board in accordance with Transnet’s Delegation of Authority Framework). The committee is currently chaired by Mr Mkhwanazi, Ms Tshabalala, Ms Tshepe. Mr Sharma and Mr Mkwanazi. Mr Mkwanazi has powers of veto in relation to decisions made by the committee.

17 c104149pu010 Proof 1: 28.1.11 B/L Revision: 0 Operator DadA REGULATION

The section of the Base Prospectus entitled ‘‘Regulation’’ shall be amended as follows: * The text incorporated into the Base Prospectus under the caption ‘‘Regulation – Transnet Pipelines’’ by the second paragraph on page 38 of Supplement Number 1 is hereby deleted in its entirety and replaced with the following: The original construction license speciﬁed the dates of completion and operation of various components of the NMPP (such as the 16 inch Northern Network pipelines, the main 24 inch trunk line, certain terminals and an overall completion date). Transnet proposed that the completion date of all projects under the construction license be moved from 20 December 2011 to the end of December 2013. On 26 November 2010, Transnet’s Board of Directors approved the revised schedule as well as a revised cost estimate of the NMPP from R 15.4 billion to R 23.4 billion to reﬂect costs overruns and the extended timetable for completion. NERSA approved the amendment to the construction license on 27 January 2011. See ‘‘Risk Factors – Transnet faces a number of risks relating to its ability to deliver its capital projects on time and within budget’’.

18 c104149pu010 Proof 1: 28.1.11 B/L Revision: 0 Operator DadA TERMS AND CONDITIONS OF THE NOTES

The section of the Base Prospectus entitled ‘‘Terms and Conditions of the Notes’’ shall be amended as follows: * The deﬁnition of ‘‘Negative Rating Event’’ on page 151 of the Base Prospectus is hereby deleted in its entirety and replaced with the following: ‘‘Negative Rating Event’’ means (i) 90 days after the date of the Business Change or, as the case may be, the Change of Control Event, the Issuer does not have an Investment Grade Rating on a global rating scale from both Rating Agencies, or (ii) within 90 days of the date of the Business Change or, as the case may be, the Change of Control Event, either or both Rating Agencies have placed the Issuer under consideration for rating review, and actually downgrade the Issuer within the later of (a) 90 days after the date of the Business Change or, as the case may be, the Change of Control Event, or (b) 60 days from the public announcement of such rating review from an Investment Grade Rating on a global rating scale.

19 c104149pu010 Proof 1: 28.1.11 B/L Revision: 0 Operator DadA FORM OF FINAL TERMS

The section of the Base Prospectus entitled ‘‘Form of Final Terms’’ shall be amended as follows: * The following wording shall be added at the end of paragraph 2 ‘‘RATINGS’’ on page 209 of the Base Prospectus: [[Insert legal name of particular credit rating agency entity providing rating][is established in the European Union and has applied for registration under Regulation (EU) No 1060/2009, although notiﬁcation of the corresponding registration decision has not yet been provided by the relevant competent authority.]/[is established in the European Union and registered under Regulation (EU) No 1060/2009.]/[is not established in the European Union and has not applied for registration under Regulation (EU) No 1060/2009.] In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under the Regulation (EU) No 1060/2009 (‘‘CRA Regulation’’) unless the rating is provided by a credit rating agency operating in the European Union before 7 June 2010 which has submitted an application for registration in accordance with the CRA Regulation and such registration is not refused.

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