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Notification of amendments - IMRP5
Investec Bank (Mauritius) Limited
Incorporated in the Republic of Mauritius
Company Registration number 8752/3362
Business Registration number C09008752
JSE Share Code: IMRP5
JSE Issuer Share Code: IVES
ISIN: MU0455S00040
LEI Number: 213800VEN92NOOOJF520
(IBM or the Bank)
NOTIFICATION OF AMENDMENTS TO THE APPLICABLE PRICING SUPPLEMENT OF THE IMRP5
REDEEMABLE UNSECURED LISTED PROGRAMME PREFERENCE SHARES ISSUED BY
INVESTEC BANK (MAURITIUS) LIMITED
Pursuant to paragraph 6.56(b)(iv) of the Debt Listings Requirements, notice was given to the holders of
the IMRP5 Programme Preference Shares (the "IMRP5 Preference Shares") in relation to the
amendments to the IMRP5 Applicable Pricing Supplement, under its ZAR6,000,000,000 Medium Term
Note and Preference Share Programme Memorandum.
The proposed amendments to the terms of the IMRP5 Preference Shares are as follows:
(i) the deletion of "28 July 2023" in the first line on the first page of the Amended and Restated
Applicable Pricing Supplement and the insertion of the words "as defined below" after the
words "Amendment Date";
(ii) the deletion of the Issuer's specified address in clause 2 of the Applicable Pricing
Supplement and the insertion of "Office 2, Ground Floor, Block 3, The Strand, Beau Plan
21001, Mauritius" instead thereof.
(iii) the deletion of clause 24 of the Amended and Restated Applicable Pricing Supplement and
the insertion of a new clause 24 as follows:
"24 Final Redemption Date" 30 September 2029, subject to adjustment in
accordance with the Modified Following Business Day
Convention.
(iv) the deletion of clause 36(a) of the Amended and Restated Applicable Pricing Supplement
and the insertion of a new clause 36(a) as follows:
"36(a) Dividend Rate: the Reference Rate plus the Margin, all determined by
the Calculation Agent based on the rate that was
published on the applicable Dividend Rate
Determination Date"
(v) the deletion of clause 36(b) of the Amended and Restated Applicable Pricing Supplement
and the insertion of a new clause 36(b) as follows:
"36(b) Dividend Payment Date(s): the last calendar day of February, May, August and
November and the Amended and Restated Applicable
Redemption Date, subject to adjustment in
accordance with the Modified Following Business Day
Convention.
Each dividend shall be declared on the applicable
Dividend Declaration Date."
(vi) the deletion of clause 38 of the Amended and Restated Applicable Pricing Supplement and
the insertion of a new clause 38 as follows:
"38 Margin: 1.04% until but excluding the Amendment Date,
0.54% from and including the Amendment Date, or the
Adjusted Margin (as defined below), as applicable "
(vii) the deletion of the definition of "Amendment Date" in clause 64 of the Amended and
Restated Applicable Pricing Supplement and the insertion of a new definition of
"Amendment Date" as follows:
"Amendment Date" means [to insert the date of the day immediately following receipt of
Preference Shareholder consent] 2025."
(viii) the insertion a definition of "Costs" in clause 64 of the Amended and Restated Applicable
Pricing Supplement as follows:
"Costs" means any costs incurred directly or indirectly by the Programme Preference
Shareholder in connection with (i) the funding of the Programme Preference Shares, or (ii)
any hedging transaction or trading position entered into or held by the Programme
Preference Shareholder, to fund or hedge, directly or indirectly, the Programme Preference
Shareholder's returns (whether in whole or in part) in respect of the Programme Preference
Shares;"
(ix) the deletion of the definitions of "London Banking Day", "Reference Banks", "Reset Date"
and "3 Month USD LIBOR" in clause 64 of the Applicable Pricing Supplement;
(x) the insertion of a definition of "Repricing Date" in clause 64 of the Amended and Restated
Applicable Pricing Supplement as follows:
"Repricing Date" means 30 September 2028;
(xi) the insertion of C(4) "Change in Costs", in clause 64 of the Amended and Restated
Applicable Pricing Supplement; as follows:
"(4) Change in Costs
On the Repricing Date a Programme Preference Shareholder that holds all the Programme
Preference Shares in issue shall determine whether a change in its Costs has occurred.
Should a change in Costs have occurred, then such Programme Preference Shareholder
shall deliver a notice ("the Change in Costs Notice") to the Issuer and state the change in
the Margin ("Adjusted Margin"), calculated upwards or downwards to place the
Programme Preference Shareholder in the same economic position in respect of the
Programme Preference Shares as it would have been had the change in Costs not
occurred.
A certificate by a manager of the Programme Preference Shareholder shall accompany the
Change in Costs Notice, which certificate shall, in the absence of manifest error, be prima
facie proof of the Adjusted Margin required, and the date from which the Adjusted Margin
is required to take effect, in order to place the Programme Preference Shareholder in the
same economic position as it would have been had the change in Costs not occurred.
The Issuer shall then be entitled to elect to:
(i) pay the Adjusted Margin to the Programme Preference Shareholder from the date
stipulated in the abovementioned certificate; or
(ii) on not less than 10 (ten) days' revocable written notice to the Programme Preference
Shareholder, redeem the Programme Preference Shares held by the Programme
Preference Shareholder in full at the Early Redemption Amount) in which instance
any Scheduled Preference Dividends shall not take into account the Adjusted
Margin)."
A copy of the Resolution by the holders of the IMRP5 Preference Shares must also be emailed to
Investec Bank Limited to Rooksana.Saleh@investec.com not later than 17h00 on 03 October 2025.
The results of written extraordinary resolution will be released on SENS within 48 hours after the
required approval percentage is obtained.
By order of the board
P Jeewooth
Company Secretary
Investec Bank (Mauritius) Limited
29 September 2025
Sponsor:
Investec Bank Limited
Date: 29-09-2025 03:30:00
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