INVESTEC BANK LIMITED - CANCELLATION OF S414372 IVC114 - Delist and amend

CANCELLATION OF S414372 IVC114 - Delist and amend

Investec Bank Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1969/004763/06) )
Company Code: IBL
(“The Issuer”)

Notice of Request for Written Consent of Noteholders

    1. A notice of request for consent dated 30 April 2019 (the Consent Request) has been delivered
       by the Issuer to the holder (the Noteholder) of ZAR46,666,666.66 (Forty Six Million Six
       Hundred and Sixty Six Thousand Six Hundred and Sixty Six Rand and Sixty Six Cents) Senior
       Unsecured Floating Rate Notes issued on 14 June 2017 under ISIN number ZAG000144544,
       Stock Code IVC114 (the Notes), under the Issuer’s Credit-Linked Note Programme (the
       Programme) pursuant to the section headed ‘Terms and Conditions of the Notes” (the Terms
       and Conditions) in the programme memorandum dated 10 May 2010 and as amended and
       restated from time to time, in accordance with Condition 25 (Notices) of the Terms and
       Conditions for the purposes of obtaining the Noteholder’s written consent to (a) delist the Notes
       from the JSE Limited (JSE) as the Noteholders have requested that the Notes be delisted and
       (b) to amend and restate the Terms and Conditions of the Applicable Pricing Supplement (as
       defined below).

    2. Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed
       thereto in the Terms and Conditions or the applicable pricing supplements relating to the Notes
       (the Applicable Pricing Supplement), as applicable.

    3. The Issuer seeks the Noteholder’s consent in accordance with Condition 24 (Amendments) of
       the Terms and Conditions to pass the following Extraordinary Resolutions:

    3.1. EXTRAORDINARY RESOLUTION NUMBER 1 OF THE NOTEHOLDERS – DELISTING OF
         THE NOTES

        THAT the Noteholders approve that the Issuer make an application to the Interest Rate Market
        of the JSE to delist the Notes from the JSE as soon as possible in accordance with the JSE
        Debt Listing Requirements and to reflect the delisting pursuant to the Amended and Restated
        Applicable Pricing Supplement.


    3.2. EXTRAORDINARY RESOLUTION NUMBER 2 OF THE NOTEHOLDERS                                          –
         AMENDMENTS TO THE APPLICABLE PRICING SUPPLEMENT

        THAT the Noteholders approve the amendments to the Applicable Pricing Supplement, as
        reflected in the Amended and Restated Applicable Pricing Supplement annexed hereto as
        Annexure A.

    4. The Noteholders are required to provide their consents to the above-mentioned proposals by
       voting in relation to the Extraordinary Resolutions specified in the Consent Notice and delivering
       the Consent Notice to the registered office of the relevant CSD Participant that provided said
       Noteholder with the Consent Notice, and providing a copy thereof to the Issuer by no later than
       17h00 on 20 May 2019 in accordance with the terms and conditions of the Consent Notice. The
       relevant CSD Participant will then notify Strate Proprietary Limited of the Consent Notice
       received, containing votes in favour of, abstained, or not in favour of the proposed Extraordinary
       Resolutions.

    5. The changes of the amended and restated Applicable Pricing Supplements are incorporated
       in the Consent Request.

    6. Drafts in substantially agreed form of the amended and restated Applicable Pricing
       Supplements and the changes marked-up against the existing Applicable Pricings
       Supplements are also available on request from the Issuer. Requests should be sent to
       Kavisha.Pillay@investec.co.za.

   7. This Notice is being delivered to Strate Proprietary Limited in accordance with Condition 24
      (Amendments) of the Terms and Conditions as read with Condition 25 (Terms) of the Terms
      and Conditions.

3 May 2019

INVESTEC BANK LIMITED

Date: 07/05/2019 02:28:59 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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