Nedbank Limited - Hybrid Debt Instruments voluntary offer Nedbank Limited Reg No 1951/000009/06 Incorporated in the Republic of South Africa (“Nedbank” or “the Issuer”) JSE Code: NEDH1B ISIN No: ZAG000053711 NEDBANK LIMITED – Hybrid Debt Instruments voluntary offer This notice relates to the Nedbank Limited NEDH1B hybrid debt instruments (“Notes”, ISIN No.: ZAG000053711), listed on the Interest Rate Market under Nedbank’s Domestic Medium Term Note Programme. Holders of these Notes are referred to the SENS announcement released on the 20th of November 2014 notifying investors of a full capital redemption following a capital disqualification event. The terms and conditions of the Notes state that the redemption amount will be the aggregate outstanding principal amount plus interest accrued to the redemption date. However, the Issuer is offering to purchase the Notes at a clean price of 103.5 plus accrued and unpaid interest up to but excluding the settlement date (the “Purchase Offer”). The trade date of the Purchase Offer will be the 12th of January 2015 and the settlement date will be the 15th of January 2015. Investors wishing to sell the Notes to the Issuer are required to give telephonic notification to Ronelle Singh or Lusanda Ndesi on 011 535 4027 before 11am on the 12th of January 2015. To address reinvestment risk Nedbank will also offer a new Tier 2 sub- ordinated bond issued under the DMTN programme (the “New Notes”). The New Notes will have the following terms and conditions amongst others: Tenor: 10 year no call 5 Trade date: 12 January Settlement date: 15 January Status of the notes: unsecured, sub-ordinated 2 Loss absorption mechanism: write-off Interest profile: floating rate note Issue price: at par Interest margin: 275 basis points over the benchmark Benchmark: 3 month JIBAR Holders of the Notes will be afforded preferential allocation in the issuing of the New Note, although all investors will be afforded the opportunity to participate in the issue. A termsheet and draft Applicable Pricing Supplement containing full terms and conditions in respect of the New Notes will be distributed at a later date. The New Notes will be listed on the Interest Rate Market under the DMTN programme and formal application will be made to the JSE for approval to issue the New Notes in due course. In the absence of telephonic notification of participation in the Purchase Offer, the full capital redemption of the Notes will take place on the 15th of January 2015 at the outstanding capital (par) amount plus accrued interest as per the terms and conditions and as communicated in the SENS announcement released on the 20th of November 2014. 3 December 2014 Sponsor Nedbank Capital For further information please contact: Mike Davis (Executive Head: Group Asset, Liability and Capital Management) Tel: +27 (0)11 295 7282, email: MichaelDav@nedbank.co.za Paul Bowes (Head: Funding and Liquidity Risk) Tel: +27 11 294 3903, email: PaulBo@nedbank.co.za Ronelle Singh (Dealer and Debt Sponsor) Tel: +27 11 535 4027, email: RonelleSi@nedbankcapital.co.za Date: 03/12/2014 04:11:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.