NEDBANK GROUP LIMITED - Amendments to Nedbank Group's ZAR25 000 000 000 Domestic Medium Term Note Programme - NEDI

Amendments to Nedbank Group's ZAR25 000 000 000 Domestic Medium Term Note Programme - NEDI

NEDBANK GROUP LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1966/010630/06
JSE alpha code: NEDI
(“Nedbank Group”)

AMENDMENTS TO NEDBANK GROUP’S ZAR25 000 000 000 DOMESTIC MEDIUM TERM NOTE
PROGRAMME

Nedbank Group has established a ZAR25,000,000,000 Domestic Medium Term Note Programme
("Programme") under which Nedbank Group may, from time to time, issue secured or unsecured,
subordinated or unsubordinated notes of any kind ("Notes") pursuant to the Programme
Memorandum, dated 13 July 2016 ("Programme Memorandum").

Noteholders are advised that Nedbank Group has amended and updated the Programme
Memorandum on the basis set out in the Amended and Updated Programme Memorandum dated 8
February 2019 (“Amended Programme Memorandum”).

Any capitalised terms not defined in this SENS announcement have the meanings ascribed to them in
the section of the Amended Programme Memorandum headed “Terms and Conditions” (“Terms and
Conditions”). References to any Condition are to that Condition of the Terms and Conditions.

The amendments to the Programme Memorandum, in summary:

a)    The Amended Programme Memorandum has been updated to comply with all of the applicable
      provisions of the amended JSE Debt Listings Requirements (effective 15 October 2018) (“JSE
      Debt Listings Requirements”) and the amended rules and directives of Strate Proprietary
      Limited (“CSD Procedures”). These updates include, in summary:

      -    amendments in the Amended Programme Memorandum which reflect (i) the appointment
           of an Issuer Agent (‘Calculation/Issuer Agent’) and a Settling Bank, as prescribed by the CSD
           Procedures, (ii) the amended payment procedures under the Notes, as prescribed by the
           CSD Procedures and (iii) 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 Registered Notes”);

      -    amendments to those of the Terms and Conditions the contents of which must reflect the
           CSD Procedures including, without limitation, amendments to the payment procedures
           reflected in Condition 11 (Payments) and the calculation agency functions reflected in
           Condition 8 (Interest);

      -    amendments to those of the Terms and Conditions the contents of which must reflect
           and/or which are prescribed by the JSE Debt Listings Requirements including, without
           limitation, amendments to the procedures for amending the Terms and Conditions
           reflected in Condition 20 (Amendments) and amendments to the requirements for
           meetings of Noteholders reflected in Condition 21 (Meetings of noteholders);

      -    amendments of the wording relating to Issuer responsibility, and JSE responsibility and no
           liability, as prescribed by the JSE Debt Listings Requirements (see the section of the
           Amended Programme Memorandum headed “General Notice”);
     
      -    amendments of the wording relating to the incorporation of documents by reference, as
           prescribed by the JSE Debt Listings Requirements (see the section of the Amended
           Programme Memorandum headed “Documents incorporated by Reference”).

b)   The Amended Programme Memorandum has been updated to reflect the applicable provisions
     of other current Applicable Laws (such as South African taxation laws) (see the sections of the
     Amended Programme Memorandum headed “Subscription and Sale”, “Taxation” and
     “Exchange Control”).

c)   The Amended Programme Memorandum has been updated to reflect the current
     circumstances pertaining to the Issuer (see the sections of the Amended Programme
     Memorandum headed “Risk Factors”, “Description of the Issuer” and “Financial Information”).

The Amended Programme Memorandum was approved by the JSE on 4 February 2019. The Amended
Programme Memorandum is available for inspection on the following website link: website link:
https://www.nedbank.co.za/content/nedbank/desktop/gt/en/aboutus/debt-investor/debt-
investors-programme.html.


13 February 2019
Debt Sponsor: Nedbank Corporate and Investment Banking

Date: 13/02/2019 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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