Wrap Text
BIACSA - Amendments to the Nomination and Appointment of Directors Policy
Airports Company South Africa SOC Limited
(Registration number 1993/004149/30)
(Incorporated in the Republic of South Africa)
(Registration number 1993/004149/30)
Issuer Code: BIACSA
("ACSA") or ("the Company")
AMENDMENTS TO THE NOMINATION AND APPOINTMENT OF DIRECTORS POLICY
In accordance with paragraph 7.8 of the JSE Debt and Specialist Securities Listings Requirements, noteholders are
hereby advised of the following amendments to the Company's Nomination and Appointment of Directors Policy,
approved by the board ("Board") on 11 March 2026:
Reference Amendment
1.Scope The insertion of the words, "Specialist
Securities", in the second paragraph, fourth
sentence.
Deletion of the words, "This policy is applicable
to the Board of Airports Company South Africa SOC
Limited", in the fifth paragraph.
Deletion of the following words, "the appointment
of directors", at the end of the sixth paragraph.
2. Objective Second paragraph / first bullet point: replacement
of the word, "review" with the word, "consider"
and insertion of the words, "and Specialist
Securities".
Fourth paragraph / Second bullet point: Insertion
of the word, "compliance".
3. Definitions Addition of a definition for, "Shareholders".
and
Abbreviations
4.Policy Third paragraph: the word, "directors" has been
Statement replaced with the acronym, "NEDs".
4.1.1 First bullet point: insertion of the words,
Characteristics "manner of and their".
of a Board
Member
Fifth bullet point: insertion of the words, "as
provided for in the Companies Act".
4.2 Nomination First paragraph: insertion of the words,
of Board Members "appointment and".
4.4 Non- Eleventh bullet point: deletion of the words,
Executive "Securities Service Act 2004" and replacement with
Director the words, "Financial Markets Act No. 19 of 2012,
Appointment as amended".
Twelfth bullet point: insertion of the paragraph,
"is a public servant or holder of any office of
profit under the Government or a member of
Parliament of the Republic or any provincial,
legislative or local authority or any municipal or
other council in the Republic".
Last paragraph – insertion of the words, "once"
and "first".
4.5 Board Sixth paragraph:
Members The insertion of the following clause, "The above
Selection factors shall be considered holistically based on
substance over form."
Insertion of the criteria for lead independent
director as provided in King V.
"The Board shall elect and appoint a lead
independent non-executive member as the lead
independent director. The lead independent
director shall:
• Be an independent non-executive member of the
Board;
• Lead the Board in the absence of the Board
chairman;
• Achieve a balance of power and reinforce
accountability mechanisms;
• Act as an intermediary between the Board
chairman and other members of the Board, if
necessary;
• Chair discussions and decision-making by the
Board on matters where the Board chairman has a
conflict of interest; and
• Lead the performance appraisal of the Board
chairman."
Insertion of the paragraph, "The appointment of an
individual as a director shall be rendered
nullified, if at the time of appointment, the
individual was disqualified from serving as a
director under the Companies Act and the Memorandum
of Incorporation".
4.6 Board of Fourth bullet point: insertion of the words,
Directors "domestic prominent influential person".
Screening
Deletion of the paragraph, "domestic prominent
influential person screening" in the fifth bullet
point.
Seventh and eighth bullet points: insertion of the
words, "and nomination".
4.7 Size and Insertion of the third paragraph: "If at any given
Composition of time the number of non-executive directors
the Board appointed falls below the minimum specified in the
MOI, the provisions of section 67 (2) of the
Companies Act shall be invoked".
4.8 Appointment First to fifth paragraph: deletion of the title,
of Chief "Chief Executive Officer" and replacement with the
Executive acronym, "CEO".
Officer
Second paragraph: insertion of the words, "MOI
and".
Sixth paragraph / first bullet point: deletion of
the word, "attractive" and insertion of the
following words, "Commensurate with the level and
responsibilities of the portfolio position".
4.9 Appointment Sixth paragraph / first bullet point: Insertion of
of the Chief the following words, "commensurate with the level
Financial and responsibilities of the portfolio position".
Officer
Third bullet point: addition of the clause, "In
the event that the CFO position becomes vacant,
the Chief Executive officer will recommend to the
Board an acting CFO to serve until a permanent
appointment is made".
5. Process for First paragraph: deletion of the word,
Monitoring "committees" and replacement with the words,
"governance structures".
Replacement of the title, "Chief Audit and Risk
Officer" with the title, "Chief Audit Executive".
6.2.1 First bullet point: insertion of the words, "and
Shareholders Specialist Securities".
The policy can be found on the Company's website using the following link:
https://www.airports.co.za/business/investor-relations/investor-information
Johannesburg
17 March 2026
Debt Sponsor
The Standard Bank of South Africa Limited
4
Date: 17-03-2026 12:50:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
