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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 five tranches of Floating Rate Notes linked to foreign
currency.
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 Floating Rate Notes linked to foreign
currency issued under stock codes NNF175, NNF176, NNF177, NNF178 and
NNF179 in accordance with Condition 18 (Amendments) of the Terms and
Conditions contained in the Programme Memorandum.
2 Background
2.1 The salient amendments that the Issuer proposes to implement are as follows:
- amendments to the respective margins under the Floating Rate Note provisions
(Item C(11)), summarised as follows:
Note
Code Current Margin Proposed Margin
NNF175 1.04% 1.70%
NNF176 0.95% 1.70%
NNF177 0.95% 1.70%
NNF178 0.95% 1.70%
NNF179 0.95% 1.70%
It being noted that the commencement date for the proposed Margin is 20
March 2026
- amendments to the respective Applicable Pricing Supplements to include a new
Section D titled "Credit Linked Note provisions", the salient items are
summarised as follows:
Obligation Reference Settlement
Note Code Reference Entity Category Obligation ISIN Method
NNF175 Republic of South Africa Bond US836205BC70 Cash Settlement
NNF176 Republic of South Africa Bond US836205BC70 Cash Settlement
NNF177 Republic of South Africa Bond US836205BC70 Cash Settlement
NNF178 Republic of South Africa Bond US836205BC70 Cash Settlement
NNF179 Republic of South Africa Bond US836205BC70 Cash Settlement
- amendments to the respective Maturity Dates under the Redemption
provisions (Item D(2)) summarised as follows:
Note Code Current Maturity Proposed
Date Maturity Date
NNF175 2030/10/10 2031/03/20
NNF176 2030/10/17 2031/03/27
NNF177 2030/10/22 2031/04/03
NNF178 2030/10/24 2031/04/10
NNF179 2030/10/28 2031/04/17
The relevant amended Applicable Pricing Supplements, which incorporate the
complete Credit Linked Note Provisions, are attached to this Notice in Annexure A.
- and the introduction of an additional Specified Early Redemption Event, being
Net Asset Value Event
2.2 The reason for the amendments include, inter alia, -
2.2.1 Agreement with the noteholders of the respective Notes to amend the Notes
in order to take advantage of prevailing market movements.
2.3 The amendments referred to in 2.2 will be set out in the respective Amended and
Updated Applicable Pricing Supplements (the "Amended and Updated
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 Updated Applicable Pricing
Supplements attached to this notice as Error! Reference source not found..
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 Error! Reference source not found..
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 30 April 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 14 May 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 04 May 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.
The amendments to the Pricing Supplements have been approved by the JSE and the
updated Pricing Supplements are available for inspection on Nedbank's website,
https://group.nedbank.co.za/explore-investor-relations/debt-investors.html
28 April 2026
Debt Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 28-04-2026 02:30:00
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