WOOLWORTHS HOLDINGS LIMITED - WHLI - Notification of Amendments to the WHL ZAR 10 000 000 000 Domestic Medium Term Note Programme Memorandum

WHLI - Notification of Amendments to the WHL ZAR 10 000 000 000 Domestic Medium Term Note Programme Memorandum

Woolworths Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number: 1929/001986/06
LEI: 37890095421E07184E97
Bond company code: WHLI
(“WHL”)

NOTIFICATION OF AMENDMENTS TO THE WHL ZAR 10 000 000 000 DOMESTIC MEDIUM TERM
NOTE PROGRAMME MEMORANDUM

WHL has received approval from the JSE Limited (“JSE”) on its amended ZAR 10 000 000 000
Domestic Medium Term Note Programme Memorandum dated 20 January 2022 (the “Amended
Programme Memorandum”). A summary of the changes effected in the Amended Programme
Memorandum is provided below:

•   updates to the Documents Incorporated by Reference section to:
        -    include links to where the relevant information is available;
        -    include the Information Statement dated 20 January 2022 (“Information Statement”),
             which contains information pertaining to WHL and the Guarantor(s), including a
             description of their business, full names of their directors and registered offices, as well
             as other required information on WHL including directors declarations, company
             secretary, debt officer, corporate governance information and risk factors;
•   amendments to the pro forma applicable pricing supplement to cater for the amendments to
    the JSE Debt Listings Requirements (“New Requirements”) and other technical changes
    thereto;
•   amendments to Conditions 7 to 15 and 18 to 22 to cater for the New Requirements;
•   amendments to WHL responsibility and JSE limitation of liability statements;
•   amendments to the Terms and Conditions of the Guarantee and the inclusion of Schedules 1
    and 2 thereto;
•   the removal of the sections headed “Description of Woolworths Holdings Limited and
    Woolworths Proprietary Limited”, “Board of Directors”, “Corporate Governance and
    Regulatory Framework” and “Investor Considerations” from the Amended Programme
    Memorandum, as such information has been included in the Information Statement;
•   amendments to cater for the trade and settlement of unlisted notes through the CSD and no
    longer via the JSE;
•   update to the name of the Guarantee Fund for notes listed on the Interest Rate Market of the
    JSE; updates to the Form of the Notes, the Settlement, Clearing and Transfer of Notes,
    Subscription and Sale, Taxation and South African Exchange Control sections, to cater for
    changes to the relevant regulations/legislation;
•   updates to the General Information section to cater for the New Requirements;
•   updates to the Corporate Information section;
•   definitions were removed, amended or inserted to give effect to all of the above-mentioned
    amendments; and
•   other technical changes.

The Amended Programme Memorandum and Information Statement are available for inspection
at the registered office of WHL and will be made available for inspection on WHL’s website:
https://www.woolworthsholdings.co.za/investors/debt-investors/.

The Amended Programme Memorandum will also be made available for inspection on the JSE’s
website: www.jse.co.za.

25 January 2022

Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 25-01-2022 07:05:00
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