Report on the proposed amendments to the terms and conditions of series 6 of the equity linked notes NEDBANK LIMITED (Incorporated in the Republic of South Africa) Registration number: 1951/000009/06 JSE code: NBELN6 ISIN: ZAE000238317 REPORT ON THE PROPOSED AMENDMENTS TO THE TERMS AND CONDITIONS OF SERIES 6 OF THE EQUITY LINKED NOTES We refer to the notice of the proposed amendments to the terms and conditions of Series 6 of the Equity Linked Notes released on SENS on 26 November 2019. Holders were requested to hereby waive any requirement for a meeting of the Holders and any requirement for a notice period (as set out in the Equity Linked Note Conditions (as defined in the relevant Existing Equity Linked Note Supplement) as read with Section 19 of the JSE Equity Listings Requirements) and vote as follows: • approve the amended Conditions; OR • do not approve the amended Conditions With the requisite consent of the Holders of the relevant Series of Equity Linked Notes, the Issuer wishes to amend certain of the Equity Linked Note Conditions (as defined in the relevant Existing Equity Linked Note Supplement) applicable to the relevant Series of Equity Linked Notes, on the basis set out in the document entitled "Amended Equity Linked Note Supplement – Series 6 of the Equity Linked Notes" as read with the final version of Annexure "A" to the Amended Equity Linked Note Supplement entitled "Amended Related Supplement" ("Amended Related Supplement"). In this regard, the Issuer confirms the voting results of the Holders Voting Clause in relation to the total Number of Equity Linked Notes issued to Holders (where the definition of Holders excludes the Issuer): Specialised securities Specialised securities Votes carried for Votes against resolution voted in writing as a abstained as a resolution as a as a percentage percentage percentage percentage 84.05% 15.95% 84.05% 0% 12 December 2019 Debt Sponsor Nedbank Corporate and Investment Banking Date: 12-12-2019 08:42:00 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.