BNP PARIBAS ISSUANCE B.V. - ZA179-Noteholders' request for consent

ZA179-Noteholders' request for consent

BNP Paribas Issuance B.V.
(Incorporated in the Netherlands)
JSE Stock Code: ZA179
ISIN: ZAE000283750
Series: EI0665BRD

NOTICE OF REQUEST FOR WRITTEN CONSENT FROM THE HOLDER OF BNP
PARIBAS ISSUANCE B.V.’s ZAR 30,000,000 FIXED RATE NOTES WITH INDEX
LINKED REDEMPTION DUE 29 MAY 2025


1.      This notice of request for consent (this “Consent Request”) is delivered by BNP
        Paribas Issuance B.V. (the “Issuer”) to the holder of the Notes (the “Holder”)
        issued under the Issuer’s Note, Warrant and Certificate Programme pursuant to
        a base prospectus dated 3 June 2019, as supplemented from time to time (the
        “Base Prospectus”) read together with the JSE Placement Document dated 1
        September 2016, as amended and/or supplemented from time to time (the “JSE
        Placement Document”), in accordance with Condition 8 (Notices) of the section
        headed “Additional Terms and Conditions” in the JSE Placement Document (the
        “Additional Terms and Conditions”) for purposes of obtaining the Holder’s
        written consent to amend and restate the Pricing Supplement of the Notes
        issued under Stock Code ZA179 dated 20 May 2020 relating to the ZAR
        30,000,000 Fixed Rate Notes with Index Linked Redemption due 29 May 2025
        (the “Notes”), Series EI0665BRD (the “Initial Pricing Supplement”).

2.      Capitalised terms used herein which are not otherwise defined shall bear the
        meaning ascribed thereto in the Additional Terms and Conditions.

3.      The Issuer seeks the Holder’s consent in accordance with Condition 7.2
        (Amendment of these Additional Terms and Conditions) of the Additional Terms
        and Conditions to:

           amend and restate the Initial Pricing Supplement relating to the Notes, by
           replacing the current definition of “Gearing” in paragraph 58 with the words
           “means 350%”

4.      The changes marked-up against the Initial Pricing Supplement and the Consent
        Notice are available on request from the South African Transfer Agent.
        Requests for copies of these documents should be sent to Charles Lourens at
        Computershare        Investor      Services         Proprietary       limited,
        charles.lourens@computershare.co.za and by telephone at +27 (11) 370 5000.



     5. The Holder is requested to provide its consent by completing the Consent
        Notice (available on request from the South African Transfer Agent) and
        delivering the same to the registered office of the relevant CSD Participant that
      provided said Holder with the Consent Request and providing a copy thereof to
      Pierre-Marie       Robert       at      BNPP       Paribas     at      pierre-
      marie.robert@uk.bnpparibas.com and the Issuer for the attention of David
      Blofeld at BNP Paribas at david.blofeld@uk.bnpparibas.com by no later than
      17h00 on Monday, 15 February 2021 in accordance with the terms and
      conditions of the Consent Notice. The relevant CSD Participant will then notify
      Strate Proprietary Limited of the total number of Consent Notices received,
      both in favour and not in favour of the proposed amendment.

6.    This Consent Request is being delivered to the JSE Limited in accordance with
      Condition 7.2 (Amendment of these Additional Terms and Conditions) of the
      Additional Terms and Conditions as read with Condition 8 (Notices) of the
      Additional Terms and Conditions.

7.    This Consent Request shall be governed and construed in accordance with the
      laws of England and nothing in this notice shall be construed as a waiver of any
      rights we may have with respect to the Notes.

8.    For further information on the Notes issued please contact:
      Michael Schneider       BNP Paribas            Tel: (+33) 140 1496 15



Johannesburg
18 January 2021
Debt Sponsor
The Standard Bank of South Africa Limited

Date: 18-01-2021 02:27:00
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