CALGRO M3 HOLDINGS LIMITED - Amendment to the programme memorandum and notification of a change of name of the issuer

Amendment to the programme memorandum and notification of a change of name of the issuer

CALGRO M3 HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2005/027663/06)
JSE Alpha code: CGRI1
(“Calgro M3” or “the Issuer”)

AMENDMENT TO THE PROGRAMME MEMORANDUM AND NOTIFICATION OF A CHANGE OF NAME OF THE ISSUER

Noteholders are referred to the announcements released on SENS on 30 March 2021 and 4 May 2021
respectively regarding the substitution of Calgro M3 Developments Limited (“Calgro M3 Developments”) with
Calgro M3 as the new issuer of its programme memorandum dated 14 December 2017 (the “Programme
Memorandum”) (the “Substitution”) following a reorganisation of Calgro M3 Developments and the
subsequent approval by noteholders consenting to the Substitution.

The following amendments, in addition to the Substitution, were made to the Programme Memorandum which
primarily relate to updates of the following sections:

•       the Issuer’s and JSE’s responsibility paragraphs;
•       documents incorporated by reference;
•       amendments to existing definitions and the inclusion of additional definitions;
•       form of notes;
•       investor considerations/risk factors;
•       amendments to the pro forma applicable pricing supplements;
•       the terms and conditions of the notes;
•       registration of notes;
•       payments;
•       meeting of noteholders/consent process;
•       description of Calgro M3 and Calgro M3 Developments;
•       settlement, clearing and transfer of notes;
•       subscription and sale;
•       the taxation section to align with current legislation; and
•       the general information section.

Noteholders are hereby advised that the Programme Memorandum and related applicable pricing
supplements have been approved by the JSE Limited (“JSE”). Following the Substitution and JSE approval, the
name of the issuer has changed from Calgro M3 Developments Limited to Calgro M3 Holdings Limited,
effective from 7 May 2021.

The amended and restated Programme Memorandum and Information Statement are available for
inspection at the registered office of Calgro M3 and have also been made available for inspection on Calgro
M3’s website at https://www.calgrom3.com/index.php/investors/aps-debt-programme.

17 May 2021

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

Date: 17-05-2021 04:34:00
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