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BINBK - Notice to Noteholders: Amendment and Restatement of Applicable Pricing Supplements
NEDBANK LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1951/000009/06
JSE alpha code: BINBK
(“Nedbank”)
NOTICE TO NOTEHOLDERS
AMENDMENT AND RESTATEMENT OF APPLICABLE PRICING SUPPLEMENTS
1 Introduction
1.1 Nedbank Limited issued three tranches of Equity Linked Notes.
1.2 Capitalised terms and expressions used herein and not otherwise defined herein, shall bear
the meanings ascribed thereto in the relevant Applicable Pricing Supplement.
1.3 This notice is delivered to the holders of Equity Linked Notes issued under stock codes
NELN10, NELN11 and NELN12 in accordance with Condition 18 (Amendments) of the
Terms and Conditions contained in the Programme Memorandum.
2 Background
2.1 The salient amendments to the relevant Applicable Pricing Supplements that the Issuer
proposes to implement are as follows:
- amendments to the Reference Equity Index under the Equity Linked Note provisions
(Item C(9.2b)), from FTSE/JSE Capped Shareholder Weighted Top 40 Total Return
Index J430TR to FTSE/JSE Capped Top 40 Index Total Return Value JCAP40TR Index.
- amendments to the Initial Index Level under the Equity Linked Note provisions (Item
C(9.2c)), from 30,947.83 to 69,469.49; and
- amendments to the “Cap” under the Equity Linked Note provisions (Item 9.3) from
56,479.79 to 126,781.83.
2.2 The reasons for the amendments include, inter alia:
2.2.1 Index Harmonisation as carried out by the JSE where the FTSE/JSE Capped
Shareholder Weighted Top 40 Total Return Index J430TR was
decommissioned and replaced with the FTSE/JSE Capped Top 40 Index
Total Return Value JCAP40TR Index on 30 December 2025.
2.2.2 Nedbank has, with effect from 30 December 2025, being the decommission
date of the FTSE/JSE Capped Shareholder Weighted Top 40 Total Return
Index, used the FTSE/JSE Capped Top 40 Index Total Return Value
JCAP40TR Index as the underlying reference index.
2.2.3 The Noteholders are aware of the proposed amendments to the relevant
Applicable Pricing Supplements. The Noteholders considered unwinding their
trades and re-striking them with the FTSE/JSE Capped Top 40 Index Total
Return Value JCAP40TR Index as the reference index, but opted for
amendments to the relevant Applicable Pricing Supplements.
2.2.4 The switch from the FTSE/JSE Capped Shareholder Weighted Top 40 Total
Return Index J430TR to the FTSE/JSE Capped Top 40 Index Total Return
Value JCAP40TR Index has had a positive impact on the price, and therefore
the value, of the Notes. The price of the Notes increased from R136.25 before
the change was implemented to R140.09 after the effective date.
2.2.5 The impact reflects the different weighting methodologies used by the two
indices:
2.2.5.1 The FTSE/JSE Capped Shareholder Weighted Top 40 Total Return
Index J430TR used the Shareholder Weighted (SWIX)
methodology, which weights constituents according to their South
African shareholder ownership.
2.2.5.2 The FTSE/JSE Capped Top 40 Index Total Return Value
JCAP40TR Index weights constituents according to their free-float
market capitalisation.
2.3 The amendments referred to in 2.1 will be set out in the respective Amended and Restated
Applicable Pricing Supplements (the "Amended and Restated Applicable Pricing
Supplements").
3 Consent
3.1 The Issuer seeks the consent of the Noteholders to the respective Applicable Pricing
Supplements as set out in the Amended and Restated Applicable Pricing Supplements
attached to this Notice as Annexure A.
3.2 The consent of the Noteholders referred to in paragraph 3.1 above is requested by written
extraordinary resolution ("Written Extraordinary Resolution") in terms of Condition 18 of
the Terms and Conditions of the Notes, in the form attached hereto as Annexure B.
4 Record Date and Restrictions
4.1 The date that the Issuer has selected to determine which Noteholders recorded in the
Register will receive this Notice is 12 November 2026.
4.2 There are no restrictions imposed on the Noteholders in respect of the voting and passing
of the Written Extraordinary Resolution.
5 Delivery of Resolution
5.1 The Noteholders are required to sign the Written Extraordinary Resolution and deliver a
signed copy thereof by not later than 17h00 on 10 December 2026 as set out in
paragraph 5.2 below.
5.2 The signed Written Extraordinary Resolution must be lodged with the relevant
CSD Participant of each Noteholder (that provided such Noteholder with this Notice) by no
later than 17h00 on 10 December 2026, as follows –
5.2.1 in respect of the relevant CSD Participant, a copy of the Written Extraordinary
Resolution must be e-mailed to the relevant CSD Participant (with the original
to follow shortly thereafter); and
5.2.2 on receipt of the Written Extraordinary Resolution, the relevant CSD
Participant will notify Strate Proprietary Limited of the total Principal Amount
Outstanding of the holders of the Notes that have signed the Written
Extraordinary Resolution, by e-mail to Strate-CDAdmin@strate.co.za.
5.3 A copy of the signed Written Extraordinary Resolution must also be e-mailed to the Issuer,
for the attention of Pravesh Daya at pravedshd@nedbank.co.za and Zizipho Dlepu at
ziziphod@nedbank.co.za
12 November 2026
Debt Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
ANNEXURE A – AMENDED AND RESTATED APPLICABLE PRICING SUPPLEMENTS
The amended and restated Applicable Pricing Supplements will be made available for inspection on
Nedbank’s website.
Debt Investors | Nedbank
ANNEXURE B – FORM OF WRITTEN EXTRAORDINARY RESOLUTION
NEDBANK LIMITED
AMENDMENT AND RESTATEMENT OF APPLICABLE PRICING SUPPLEMENTS
WRITTEN EXTRAORDINARY RESOLUTION OF THE
HOLDERS OF NOTES
1 We, the undersigned ______________________________, are the holders of the Notes (stock
codes NELN10, NELN11 and NELN12) with respective Principal Amounts Outstanding as
summarised in the table below, hereby resolve that the resolution referred to below is passed as
a Written Extraordinary Resolution taken in accordance with Condition 18 of the Terms and
Conditions of the Notes.
Note Code ZAR Notional
NELN10 46 960 000.00
NELN11 23 015 000.00
NELN12 20 010 000.00
2 Capitalised terms and expressions used herein and not otherwise defined shall bear the meanings
ascribed thereto in the relevant Applicable Pricing Supplements. Any capitalised terms not defined
in the relevant Applicable Pricing Supplements shall have the meanings ascribed to them in the
Terms and Conditions ascribed thereto in the Updated and Amended Programme Memorandum
issued by Nedbank Limited (“Nedbank” or the "Issuer"), dated 08 February 2019, as amended
and/or supplemented from time to time ("Programme Memorandum"), prepared by Nedbank in
connection with the Nedbank Limited ZAR120,000,000,000 Structured Note Programme
("Programme").
WHEREAS –
3 The Issuer wishes to amend the Reference Equity Index under the Equity Linked Note provisions
(Item C(9.2b)); the Initial Index Level under the Equity Linked Note provisions (Item C(9.2c)); and
the “Cap” under the Equity Linked Note provisions (Item 9.3) and certain other applicable
provisions of the relevant Applicable Pricing Supplements.
4 A copy of the signed Written Extraordinary Resolution contained herein shall be lodged with the
relevant CSD Participant of each Noteholder (that provided such Noteholder with this notice) by
no later than 17h00 on 10 December 2026, as follows –
4.1 in respect of the relevant CSD Participant, a copy of this Written Extraordinary Resolution
must be e-mailed to the relevant CSD Participant (with the original to follow shortly
thereafter); and
4.2 on receipt of this Written Extraordinary Resolution, the relevant CSD Participant will notify
Strate Proprietary Limited of the total Principal Amount Outstanding of the holders of the
Notes that have signed the Written Extraordinary Resolution, by e-mail to
Strate-CDAdmin@strate.co.za.
4.3 A signed copy of this Written Extraordinary Resolution must also be e-mailed to the Issuer,
for the attention of Pravesh Daya at praveshd@nedbank.co.za and Zizipho Dlepu at
ziziphod@nedbank.co.za
5 IT IS HEREBY RESOLVED BY THE NOTEHOLDERS THAT:
WRITTEN EXTRAORDINARY RESOLUTION NO. 1:
RESOLVED AS AN EXTRAORDINARY WRITTEN RESOLUTION THAT, the Issuer amend the
relevant Applicable Pricing Supplements as set out in the Amended and Restated Applicable Pricing
Supplements attached to the Notice to Noteholders.
Bond Written Debt Debt Votes carried Votes Votes
Code Extraordinary securities securities for the against the abstained as a
Resolution voted as a voted resolution as resolution as percentage
Rand value disclosed as a a
a percentage percentage
percentage
NELN10 1
NELN11 1
NELN12 1
______________________________________
For: [Insert name of Noteholder]
Name:
Who warrants that he/she is duly authorised
2
Date: 12/11/2026 01:54:00
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