HYPI-Update to the Issuer's DMTN Programme Hyprop Investments Limited Incorporated in the Republic of South Africa (Registration No. 1987/005284/06) (the “Issuer”) Issuer Code: HYPI NOTIFICATION OF AN UPDATE TO THE PROGRAMME MEMORANDUM The Issuer has received approval from the JSE Limited (“JSE”) in relation to its amended and restated programme memorandum dated 12 April 2019 (the “Amended and Restated Programme Memorandum”), pursuant to which the Issuer may from time to time issue notes on the terms and conditions set out in the Amended and Restated Programme Memorandum. A summary of the changes effected in the Amended and Restated Programme Memorandum include: - aligning the Issuer and JSE responsibility statements with the exact wording in the JSE Debt Listings Requirements (“JSE DLRs”); - changing references to the “BESA Guarantee Fund” to “JSE Debt Guarantee Fund”; - introducing definitions for the “Interest Period”, “Interest Payment Dates” and “Determination Dates” into the pro forma Applicable Pricing Supplement; - amending the definition of “Loan to Value Ratio” under Condition 9.6 (Redemption in the event of a breach of Financial Covenant) and introducing a new definition for “Market Value” in respect of such definition; - amending Condition 19 “Notices” to be aligned with the JSE DLRs; - amending Condition 21 “Meeting of Noteholders/Consent Process” to be aligned with the new Companies Act, 2008 (meetings of shareholder provisions); - introduction of a written “Consent Process” by way of Extraordinary Resolution. These amendments were introduced alongside the Meeting of Noteholders; - amendments to the definition of “Extraordinary Resolution” and the application thereof throughout the Terms and Conditions; - changing the Noteholders voting default position i.e. “voting by hand” to “voting by poll”; - further minor clean-up changes pursuant to the JSE DLRs; - updating the Programme Memorandum to provide for the recent amendments from Strate in terms of settlement, for example all references to the “CSD Nominees” have been deleted; and - updating the Issuer disclosure and incorporating same by reference pursuant to the information statement dated 12 April 2019 (the “Information Statement”). The Amended and Restated Programme Memorandum is available for inspection at the registered office of the Issuer and has also been made available for inspection on the Issuer’s website at https://www.hyprop.co.za/ir-debt.php. The Amended and Restated Programme Memorandum will also be available for inspection on the JSE’s website at www.jse.co.za. 15 April 2019 Debt Sponsor: The Standard Bank of South Africa Limited (acting through its Corporate and Investment Banking division) 2 Date: 15/04/2019 04:07:00 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.
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