GRINDROD BANK LIMITED - Notification of the update to Grindrod's ZAR1 000 000 000 domestic medium term note programme

Notification of the update to Grindrod's ZAR1 000 000 000 domestic medium term note programme

GRINDROD BANK LIMITED
(Registration no 1994/007994/06)
Incorporated in the Republic of South Africa
JSE alpha code: GNDI
(“Grindrod” or the “Issuer”)

NOTIFICATION OF THE UPDATE TO GRINDROD’S ZAR1,000,000,000 DOMESTIC MEDIUM TERM NOTE
PROGRAMME

The Issuer has received approval from the JSE Limited (“JSE”) in relation to its amended and restated
programme memorandum dated 8 August 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.

The amendments to the Programme Memorandum primarily relate to updates of the following
sections:

    -   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”;
    -   amending the pro forma Applicable Pricing Supplement in line with the JSE DLRs and recent
        JSE requirements;
    -   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;
    -   introduction of “Redemption in the event of failure to maintain JSE Listing or Rating” and “The
        Registration of Uncertificated Securities” clauses and other minor amendments to the Terms
        and Conditions;
    -   amendments to the Settlement, Clearing and Transfer of Notes, Subscription and Sale,
        Taxation and South African Exchange Control sections to align with current legislation;
    -   updating the General Information section;
    -   further minor clean-up changes pursuant to the JSE DLRs;
    -   introduction of the “Issuer Agent” function;
    -   updating the Programme Memorandum to provide for the recent amendments from Strate in
        terms of settlement; and
    -   updating the Issuer disclosure and Investor considerations/risk factors, and incorporating
        same by reference pursuant to the information statement dated 8 August 2019 (the
        “Information Statement”).

The Amended and Restated Programme Memorandum and Information Statement is available for
inspection at the registered office of the Issuer and have also been made available for inspection on
the Issuer’s website at https://www.grindrodbank.co.za/Library. The Amended and Restated
Programme Memorandum will also be available for inspection on the JSE’s website at www.jse.co.za.

19 August 2019
Debt Sponsor: Nedbank Corporate and Investment Banking

Date: 19/08/2019 11:52:00
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