SAPPI SOUTHERN AFRICA LIMITED - Notification of an update to SAPPI's ZAR5 000 000 000 domestic medium term note programme

Notification of an update to SAPPI's ZAR5 000 000 000 domestic medium term note programme

SAPPI SOUTHERN AFRICA LIMITED
Registration number 1951/003180/06
Incorporated in the Republic of South Africa
JSE Alpha code: SSAI
(“Sappi” or the “Issuer”)

NOTIFICATION OF AN UPDATE TO SAPPI’S ZAR5 000 000 000 DOMESTIC MEDIUM TERM NOTE
PROGRAMME

Noteholders are advised that Sappi has amended and updated its ZAR5 000 000 000 Domestic
Medium Term Note Programme (the “Programme Memorandum”) dated 12 August 2021 to
incorporate various regulatory amendments in order to align the Programme Memorandum with the
most recent Debt Listings Requirements of the JSE Limited (“JSE”).

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

•     Updating the section headed “Documents Incorporated by Reference”, which sets out all the
      documents which are deemed to be incorporated in, and form part of, the Programme
      Memorandum;
•     Introduction of a separate “Information Statement”, which includes the information
      pertaining to the business description of the Issuer, full names of the directors and company
      secretary of the Issuer, information relating to risk factors associated with an investment in
      the Notes, including, but not limited to, the risk factors specific to the Issuer, as well as
      information relating to the Issuer’s compliance with the King IV Report on Corporate
      Governance;
•     Incorporating reference to the policies in respect of (i) the process for the nomination and
      appointment of directors and (ii) the conflicts of interest of the directors and the executive
      management;
•     Update and inclusion of various definitions in the sections headed “Summary of the
      Programme” and “Terms and Conditions of the Notes”;
•     Updates to the draft applicable pricing supplement contained in the Programme
      Memorandum;
•     Various amendments to the “Terms and Conditions” of the Programme Memorandum, which
      include:
      o     amending Condition 8 “Interest” to incorporate the revised interest calculation
            definition under Condition 8.1 relating to the “Fixed Rate Notes” section and amending
            Condition 8.5 relating to the “Accrual of Interest”;
      o     amending Condition 9.3 relating to the “Payment Day” in the event that a date of
            payment is not on a business day;
      o     amending Condition 10 “Redemption and Purchase” to include additional clarification in
            respect of (i) “Redemption for Tax Reasons”, (ii) “Redemption at the Option of the
            Senior Noteholders and (iii) “Purchases” to clarify the process in respect of redemptions
            and that purchases of notes by the Issuer or any of its subsidiaries may only be done
            subject to applicable laws;
      o     inclusion of an additional Condition 14 relating to the registration of notes issued in
            uncertificated form;
      o     amending Condition 19 “Notices” to state that any notice is deemed to have been given
            on the 7th day after the day it has been mailed.
      o     amending Condition 20 “Amendment of these Terms and Conditions” to include the
            statement that 48 hours after any meeting to consider a proposed extraordinary
            resolution has been held the Issuer shall release a SENS announcement containing
            details of the voting results;
     o      amending Condition 21 “Meetings of Noteholders/Consent Process” to align with the
            JSE Listings Requirements and the Companies Act, Number 71 of 2008 regarding
            meetings of shareholders;
•    Updating the “Taxation” and “South African Exchange Control” sections of the Programme
     Memorandum to align with current legislation;
•    Minor updates to the section headed “General Information” of the Programme
     Memorandum; and
•    Removal of various sections relating to the description of Sappi Southern Africa Limited which
     have now been included in the Information Statement.

The amendments to the Programme Memorandum have been approved by the JSE and the
Programme Memorandum and the Information Statement is available for inspection on Sappi’s
website, https://www.sappi.com/bond-and-insurance-captive-reporting-requirements#.

17 August 2021

Debt Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Date: 17-08-2021 02:40:00
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