Hyprop Investments Limited
Incorporated in the Republic of South Africa
(Registration No. 1987/005284/06)
JSE share code: HYP ISIN: ZAE000190724
JSE bond issuer code: HYPI
(Approved as a REIT by the JSE)
(“Hyprop” or the “Issuer”)


NOTIFICATION OF AN UPDATE TO HYPROP’S ZAR5,000,000,000 DOMESTIC MEDIUM TERM NOTE
PROGRAMME MEMORANDUM


The Issuer has received approval from the JSE Limited (the “JSE”) in relation to its amended and
restated ZAR5 000 000 000 Domestic Medium Term Note Programme Memorandum dated 16 March
2023 (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.


The changes effected in the Amended and Restated Programme Memorandum from the previous
Programme Memorandum dated 12 April 2019 are mainly of a procedural/regulatory nature, and to
update the Financial Covenant/Loan to Value Ratio calculation and related definitions following the
consolidation of the Hyprop Europe operations in Hyprop’s annual financial statements, in line with
current regulatory/market/lending practice/requirements.


The main changes effected in the Amended and Restated Programme Memorandum include:
    •   updating the section headed “Documents Incorporated by Reference” to include the Issuer’s
        policies for the:
            o   identification and management of conflicts of interest of the directors and executive
                management of the Issuer; and
            o   nomination and appointment of the directors of the Issuer;
    •   replacing all references to “Blocked Rands” with references to “Emigrant Capital”;
    •   replacing all references to “Specified Office” with references to “Specified Address”;
    •   replacing all references to “Interest Rate Determination Date” with references to “Interest
        Determination Date”;
    •   Updating the Financial Covenant by:
            o   updating the definition of “Loan to Value Ratio” under Condition 9.6 titled
                “Redemption in the event of a breach of a Financial Covenant”
            o   replacing the definition of “Hyprop Investments Group Loans” with the definition of
                “Hyprop Investments Group Borrowings” under Condition 9.6 titled “Redemption in
                the event of a breach of a Financial Covenant”;
            o   replacing the definition of “Hyprop Investments Group Property Value” with the
                definition of “Hyprop Investments Group Net Assets” under Condition 9.6 titled
                “Redemption in the event of a breach of a Financial Covenant”;
    •   including a new Condition 13 titled “Registration of Notes Issued in Uncertificated Form”;
    •   updating Condition 8.2 titled “Method of Payment”, Condition 9.11 titled “Purchases”,
        Condition 19 titled “Amendment of these Terms and Conditions” and Condition 20 titled
        “Meetings of Noteholders/Consent Process” amongst others;
    •   updating the selling restrictions in the section titled “Subscription and Sale”;
    •   updating the section titled “Taxation”;
    •   updating the section titled “Exchange Control”;
    •   updating the section titled “General Information”;
    •   further minor clean-up changes pursuant to the JSE’s Debt Listings Requirements including
        amendments to various definitions; and
    •   updating the Issuer disclosure and incorporating same by reference pursuant to the
        information statement dated 16 March 2023 (the “Information Statement”).

The Amended and Restated Programme Memorandum is available for inspection at the registered
office of the Issuer and on the Issuer’s website at https://www.hyprop.co.za/debt-capital-market-
programme.php, and will also be available for inspection on the JSE’s website at www.jse.co.za.


The Amended and Restated Programme Memorandum will be applicable to all notes issued by the
Issuer after 16 March 2023.


24 March 2023


Debt Sponsor:
THE STANDARD BANK OF SOUTH AFRICA LIMITED (acting through its Corporate and Investment
Banking division)




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