MERCEDES-BENZ SOUTH AFRICA LIMITED - MEC-Summary of Amendments to the Programme Memorandum

MEC-Summary of Amendments to the Programme Memorandum

Mercedes-Benz South Africa Limited (Incorporated in the Republic of South Africa) (Registration No.
1962/000271/06)

Bond Issuer code: MEC

(“Mercedes-Benz” or “the Issuer”)



AMENDMENTS TO THE PROGRAMME MEMORANDUM

Noteholders are hereby advised that the issuer has amended and updated the ZAR35,000,000,000.00
Domestic Medium Term Note Programme Memorandum (“the Programme”) which was established
on 30 June 2008, which was amended by a supplement dated 24 May 2011, and updated by a
programme memorandum dated 8 August 2013, and further updated by a programme memorandum
dated 21 December 2015 (collectively called the “Previous Programme Memoranda”).

Mercedes-Benz hereby advises Noteholders that it has amended and updated the Programme
Memorandum on the basis set out in the Amended and Updated Programme Memorandum dated
21 December 2018 (“Amended Programme Memorandum”).

The amendments which have been provided for in the Amended Programme Memorandum have
been summarised as follows:



a)    The Amended Programme Memorandum has been updated to comply with all of the applicable
      provisions of the amended JSE Debt Listings Requirements (effective October 2017) (“JSE Debt
      Listings Requirements”) and the amended rules and directives of Strate Proprietary Limited
      (“CSD Procedures”). These updates include, in summary:

          •   the appointment of an Issuer Agent, as prescribed by the CSD Procedures;

          •   the amended payment procedures under the Notes, as prescribed by the CSD
              Procedures, including, without limitation, amendments to the payment procedures
              reflected in Condition 10 (Payments);

          •   the amended form of the Notes, as prescribed by the CSD Procedures (see the
              sections of the Amended Programme Memorandum headed “Form of the Notes” and
              “Settlement, Clearing and Transfers of Notes”);

          •   amendments to the pro-forma applicable pricing supplement and to the Terms and
              Conditions reflecting the current JSE wording and requirements;

          •   amendments to the Form of Guarantee reflecting the guarantee agreed to and
              executed by the Guarantor (no substantive changes);

          •   amendments to the risk factors relating to the Issuer and the Guarantor reflecting the
              updated risk factors pertaining to each;

          •   amendments to the Issuer’s business description reflecting changes to the management
              and the board, together with certain amendments required by the JSE including the
              form of statements regarding compliance with King IV;
            •   amendments to the description of Daimler AG in line with the latest information
                provided by the Guarantor; and

            •   amendments reflecting current South African taxation laws.

The Amended Programme Memorandum was approved by the JSE on 21 December 2018 and is
available for viewing on the following website link:

https://www.mercedes-benzsa.co.za/searchresults?s=programme+memorandum




Centurion

4 March 2019

Debt Sponsor: The Standard Bank of South Africa Limited

debtsponsor@standardbank.co.za

Date: 04/03/2019 04:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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