NEDBANK LIMITED - Proposed amendments to the terms and conditions of series 4 and 5 of the equity linked notes

Proposed amendments to the terms and conditions of series 4 and 5 of the equity linked notes

NEDBANK LIMITED
SHARE CODE: NBELN4 AND NBELN5 ISIN: ZAE000216834 AND ZAE000216826

PROPOSED AMENDMENTS TO THE TERMS AND CONDITIONS OF SERIES 4 AND 5 OF THE EQUITY
LINKED NOTES:
   -   Nedbank Ltd. (the “Issuer”) will be requesting the requisite consent from the Holders of
       certain specialist securities to, among other things, extend the Maturity Date of such
       securities to Tuesday, 31 March 2031;
   -   The Holders are requested to vote in writing on the amended terms and conditions by
       no later than the close of business on Friday, 8 March 2019;
   -   If the extension to the Maturity Date is approved, these securities will not be suspended
       from trading on Wednesday, 20 March 2019;
   -   The final terms in the Amended Related Supplement of these securities will be
       announced via a SENS announcement after the close of business on Tuesday, 19 March
       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,
       19 March 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 4031

PROPOSED AMENDMENTS TO THE TERMS AND CONDITIONS OF SERIES 4 and 5 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 30 March 20016, of
      ZAR100,000,000 Equity Linked Notes (Series 4 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 4 or 5 (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 8 March 2019.

7 March 2019
SPONSOR: NEDBANK CORPORATE AND INVESTMENT BANKING

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