NEDBANK LIMITED - Nbeln6 - proposed amendments

Nbeln6 - proposed amendments

NEDBANK LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1951/000009/06
JSE code: NBELN6          ISIN: ZAE000238317


PROPOSED AMENDMENTS TO THE TERMS AND CONDITIONS OF SERIES 6 OF THE EQUITY LINKED NOTES

•    Nedbank Limited (the “Issuer”) will be requesting the requisite consent from the Holders of a certain
     specialist security to, among other things, extend the Maturity Date of such security to Friday 30 January
     2032.
•    The Holders are requested to vote in writing on the amended terms and conditions by no later than the
     close of business on Tuesday 10 December 2019.
•    If the extension to the Maturity Date is approved, the security will not be suspended from trading on
     Tuesday 17 December 2019.;
•    The final terms in the Amended Related Supplement of this security will be announced via a SENS
     announcement after the close of business on Tuesday 17 December 2019; and
•    The Calculation Agent shall, on the Final Index Determination Date, determine the Final Index Level, the
     Average Index Level, the Return and the Settlement Amount (incorporating the Reference Price as
     determined by the Calculation Agent on Tuesday 17 December 2019, in accordance with the applicable
     provisions of the Amended Supplement and the Amended Related Supplement.

For more information contact the Nedbank Equity Trading Desk on 011 535 4077.

PROPOSED AMENDMENTS TO THE TERMS AND CONDITIONS OF SERIES 6 OF THE EQUITY LINKED NOTES:

1.   The document entitled "Equity Linked Note Supplement" dated 29 March 2016 ("Existing Equity Linked Note
     Supplement") and annexure "A" to the Equity Linked Note Supplement dated 29 March 2016 ("Existing
     Related Supplement") were prepared by Nedbank Limited ("Issuer") in connection with the issue, on 15
     December 2016, of ZAR100,000,000 Equity Linked Notes (Series 6 of the Equity Linked Notes) ("the relevant
     Series of Equity Linked Notes") under the Nedbank Limited Warrant and Exchange Traded Note Programme
     ("Programme").
2.   The Existing Equity Linked Note Supplement, as read with the Existing Related Supplement, is a supplement
     to the Amended and Restated Nedbank Limited Warrant and Exchange Traded Note Programme
     Memorandum, dated 27 August 2010, as amended and/or supplemented from time to time ("Programme
     Memorandum").
3.   The Issuer wishes, with the requisite consent of the Holders of the relevant Series of Equity Linked Notes,
     to amend certain of the Equity Linked Note Conditions (as defined in clause 2 of the Existing Equity Linked
     Note Supplement) applicable to the relevant Series of Equity Linked Notes, on the basis set out in the
     attached document entitled "Amended Equity Linked Note Supplement – Series 6 (as applicable) of the
     Equity Linked Notes" ("Amended Equity Linked Note Supplement") as read with the final version of the
     document attached as Annexure "A" to the Amended Equity Linked Note Supplement entitled "Amended
     Related Supplement" ("Amended Related Supplement").
4.   Section 19 of the JSE Equity Listings Requirements (which is applicable to the relevant Series of Equity Linked
     Notes) requires that the amendments to the Conditions envisaged in the Amended Equity Linked Note
     Supplement as read with the Amended Related Supplement (the "amended Conditions") requires the
     approval of Holders of the relevant Series of Equity Linked Notes ("Holders") "holding not less than 66.67%
     of the value of" the relevant Series of Equity Linked Notes. As the amended Conditions include an extension
     to the Maturity Date, the amended Conditions must be approved by an "extraordinary resolution" of the
     Holders.
5.   In terms of Section 19 of the JSE Equity Listings Requirements an "extraordinary resolution" is a resolution
     passed at a meeting (duly convened) of the Holders, or in writing, by a majority consisting of not less than
     66.67% (sixty-six point sixty-seven percent) of the Holders present in person or by proxy entitled to vote or
     if a poll be duly demanded then by a majority consisting of not less than 66.67% (sixty six point sixty seven
     percent) of the votes given on such poll.
6.   Holders are requested to vote in writing on the amended Conditions by returning the duly signed and
     completed section at the end of this Notice to Philip Nel at PhilipNel@Nedbank.co.za by no later than close
     of business on Tuesday 10 December 2019 .


26 November 2019

Debt Sponsor
Nedbank Corporate and Investment Banking

Date: 26-11-2019 05:50:00
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