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NDAL11 - Approval of the holders of Series Transaction 9, Class A Notes in relation to amendments of the Applicable Pricing Supplement
Ndala Investments No. 1 (RF) Limited
Registration Number: 2008/029037/06
JSE Alpha code: NDAI
REQUEST FOR THE APPROVAL OF THE HOLDERS OF SERIES TRANSACTION 9, CLASS A NOTES IN
RELATION TO AMENDMENTS OF THE APPLICABLE PRICING SUPPLEMENT
1. We refer to the programme memorandum dated on or about 17 April 2019 establishing the Ndala
Investments No. 1 (RF) Limited secured note programme (the "Issuer Programme"), as
supplemented by (i) the applicable transaction supplement dated on or about 17 February 2025
(the "Applicable Transaction Supplement") relating to series transaction 9 under the Issuer
Programme ("Series Transaction 9"), and (ii) the applicable pricing supplement dated on or about
21 February 2025 relating to the Class A Notes issued under Series Transaction 9 (the "Series
Transaction 9, Class A Applicable Pricing Supplement").
2. Capitalised terms used but not defined herein shall bear the meaning ascribed thereto in the Applicable
Transaction Supplement.
3. The South African Reserve Bank has announced that the Johannesburg Interbank Average Rate
("JIBAR") will cease to be published after 31 December 2026. The South African Rand Overnight
Index Average ("ZARONIA") has been developed as a replacement benchmark rate. It is proposed
that the reference rate of the Class A Notes issued under Series Transaction 9 ("Series
Transaction 9, Class A Notes"), as well as the reference rate of the Loans advanced under the Loan
Facilities Agreement, be changed from JIBAR to compounded daily ZARONIA.
4. Accordingly, this request for approval is delivered to each holder of the Series Transaction 9, Class A
Notes (“Series Transaction 9, Class A Noteholders”), in order to obtain their approval, in accordance
with Conditions 19.2 and 24.1.3, in respect of the proposed amendment of:
4.1. the Series Transaction 9, Class A Applicable Pricing Supplement, on the basis set out in the
draft restated and amended Series Transaction 9, Class A Applicable Pricing Supplement, for
the purpose of changing the reference rate of the Series Transaction 9, Class A Notes from
JIBAR to compounded daily ZARONIA; and
4.2. the Loan Facilities Agreement, for the purpose of changing the reference rate of the Loans
from JIBAR to compounded daily ZARONIA,
(collectively, the "Proposed Amendments").
5. A copy of the Series Transaction 9, Class A Applicable Pricing Supplement, marked-up to reflect the
Proposed Amendments, is available on the Issuer’s website (Debt Investors | Nedbank).
6. We hereby request that you approve the Proposed Amendments by completing and signing the
extraordinary written resolution attached hereto as Annexure A and delivering same to the relevant
CSD Participant and to Nedbank Corporate and Investment Banking, a division of Nedbank Limited
by no later than 17 November 2026 in accordance with the terms of the extraordinary written
resolution.
7. We confirm that, to the extent required in terms of the Series Transaction Documents, the relevant
Proposed Amendments have been approved in writing by the Series Security SPV.
20 October 2026
Debt Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
ANNEXURE A
NDALA INVESTMENTS NO. 1 (RF) LIMITED
(Incorporated on 11 December 2008 with limited liability in the Republic of South Africa under Registration Number 2008/029037/06)
NDALA MULTI-ISSUER SECURED NOTE PROGRAMME
SERIES TRANSACTION 9
WRITTEN RESOLUTION OF THE HOLDERS OF THE CLASS A NOTES IN SERIES TRANSACTION 9
BACKGROUND
Under the Ndala Investments No. 1 (RF) Limited Secured Note Programme (the "Issuer Programme"), Ndala
Investments No. 1 (RF) Limited (the "Issuer") issued limited recourse secured floating rate notes pursuant to
the programme memorandum dated on or about 17 April 2019, as supplemented by the applicable transaction
supplement dated on or about 17 February 2025 (the "Applicable Transaction Supplement") relating to
series transaction 9 under the Issuer Programme ("Series Transaction 9").
Capitalised terms used but not defined herein shall bear the meaning ascribed thereto in the Applicable
Transaction Supplement.
RECORDAL
We refer to the written notice to the holders of the Class A Notes issued under Series Transaction 9 ("Series
Transaction 9, Class A Noteholders") dated on or about 20 October 2026 (the "Approval Request").
We, __________________________________________________________________________________ ,
being a Series Transaction 9, Class A Noteholder (or a duly authorised representative of the Series
Transaction 9, Class A Noteholder) hereby confirm that we currently hold Class A Notes issued under Series
Transaction 9.
We acknowledge receipt of the Approval Request, requesting the Series Transaction 9, Class A Noteholders
to approve the amendment of:
1. the applicable pricing supplement dated on or about 21 February 2025 relating to the Class A Notes
issued under Series Transaction 9 ("Series Transaction 9, Class A Applicable Pricing
Supplement"), on the basis set out in the draft restated and amended Series Transaction 9, Class A
Applicable Pricing Supplement ("Restated and Amended Applicable Pricing Supplement"), for the
purpose of changing the reference rate of the Series Transaction 9, Class A Notes from JIBAR to
compounded daily ZARONIA; and
2. the Loan Facilities Agreement, for the purpose of changing the reference rate of the Loans from JIBAR
to compounded daily ZARONIA.
A copy of the Series Transaction 9, Class A Applicable Pricing Supplement, marked-up to reflect the Proposed
Amendments, is available on the Issuer’s website (Debt Investors | Nedbank).
GENERAL
The Series Transaction 9, Class A Noteholders must, by no later than 17 November 2026:
1. submit a copy of the completed written extraordinary resolution with the CSD Participant which
provided them with the Approval Request and the written extraordinary resolution; and
2. email a copy of the completed written extraordinary resolution to Nedbank Corporate and Investment
Banking, a division of Nedbank Limited at [Hendrika@Nedbank.co.za].
WRITTEN RESOLUTION
It is resolved that the amendment of (i) the Series Transaction 9, Class A Applicable Pricing Supplement, on
the basis as set out in the Restated and Amended Applicable Pricing Supplement; and (ii) the Loan Facilities
Agreement, for the purpose of changing the reference rate of the Loans from JIBAR to compounded daily
ZARONIA, be and is hereby:
Bond Code Written Debt securities Debt securities Votes carried Votes against Votes
Extraordinary voted as a voted for the the resolution abstained as a
Resolution Rand value disclosed as a resolution as a as a percentage
percentage percentage percentage
NDAL11 1
Signed by: _________________________ Signature _________________________
Date _________________________ 2026
Date: 20/10/2026 02:37:00
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