Disclaimer

This disclaimer pertains to any report(s) and other related documents produced by Nedbank Limited (“Nedbank”) which incorporate or are attached to this disclaimer (such disclaimer, report(s) and related documents collectively herein referred to as this “Document”). Your attention is drawn to the specific sections outlined below as they may relate to equity research reports, market commentary reports as well as any non-South African jurisdictional specific requirements.
 

Nedbank Limited is a licensed Financial Services Provider (FSP license number 9363) regulated by the South African Financial Services Board and a Registered Credit Provider (National Credit Provider license number NCRCP16) regulated by the South African National Credit Regulator. Nedbank Limited is a member of the Johannesburg Stock Exchange Limited (the ‘JSE”, which is authorised and regulated by the JSE Limited).
 

Any research report included in this Document has been prepared by research analysts of Nedbank Limited based in South Africa.
 

For purposes of this disclaimer, “Group” means Nedbank Limited, Nedbank Group Limited and each of their respective subsidiaries, related bodies corporate, associated entities and branches.
 

This Document has been issued or approved for issue by a representative of Nedbank and has been forwarded to you solely for information purposes. The information contained in this Document is confidential and is not intended to be, nor should it be construed as, "advice" as contemplated in the Financial Advisory and Intermediary Services Act, 2002 or otherwise under any analogous requirements or legislation in any other relevant jurisdiction, or a direct or indirect:

• invitation or inducement to any person to engage in investment activity relating to;
• an offer to sell or a solicitation for offers to purchase,
• any securities or any derivative instrument or any other rights pertaining thereto (“financial instruments”) mentioned in this Document.

Information and opinions presented in this Document were obtained or derived from public sources that Nedbank believes are reliable but Nedbank makes no representations as to their accuracy or completeness or fitness for any purpose. The information in the Document is subject to change without notice, it may be incomplete or condensed and it may not contain all material information relating to the company(ies). Nedbank is not obliged to update the opinion, forecasts or estimates contained in this Document. Any opinions, forecasts or estimates in this Document constitute a judgment as at the date of this Document and should not be relied upon. There can be no assurance that future results or events will be consistent with any such opinions, forecasts or estimates. Past performance should not be taken as an indication or guarantee of future performance and no representation or warranty, express or implied is made regarding future performance. The price, value of and income from any of the financial instruments mentioned in this Document can fall as well as rise. Certain transactions including those involving futures, options and other derivative instruments can give rise to substantial risk of loss and are not suitable for all investors. Certain financial investments may be subject to fluctuations in exchange rates that may have a positive or adverse effect on the value price or income of such financial instruments.
 

Before entering into any transaction, you should independently take advice on and evaluate the risks and potential benefits of the transaction. Opinions, forecasts and estimates expressed in this Document are subject to change without notice and may differ or be contrary to opinions, forecasts and estimates expressed by other business areas in the Group as a result of using different assumptions and criteria.
 

Furthermore, the Group (including each Group member's directors, employees, representatives and agents) accepts no responsibility or liability (whether in delict, equity, contract or otherwise) for any loss (direct or indirect) arising from the use of or reliance placed upon the material presented in this Document, except to the extent that such responsibility or liability cannot be legally disclaimed. Any such responsibility or liability is limited to the maximum extent permitted by law.
 

Members of the Group may have issued, and may in the future issue, other reports that are inconsistent with, and reach different conclusions from, the information presented in this Document. Those reports reflect the different assumptions, views and analytical methods of the research analysts who prepared them and Nedbank is under no obligation to ensure that such other reports are brought to the attention of any recipient of this Document. Members of the Group may be involved in many businesses that relates to the company(ies) and financial instruments mentioned in this Document.
 

Any prices or levels contained in this Document are preliminary and indicative only and do not represent bids or offers. These indications are provided solely for your information and consideration. The information contained in this Document may include results of analyses from a quantitative model which represent potential future events that may or may not be realized, and is not a complete analysis of every material fact representing any product, company or financial instrument. Any estimates included in this Document constitute the judgment of the research analyst as of the date hereof and are subject to change without any notice.
 

Any additional information relative to any financial instruments and/or financial products reviewed in the Document (if applicable) in addition to propriety models used and conflicts of interest disclosures provided is available upon request from the relevant research analyst(s) at Nedbank.
 

This Document may provide the addresses of, or contain hyperlinks to, websites. Except to the extent to which the Document refers to website material of Nedbank, Nedbank has not reviewed the linked site and takes no responsibility for the content contained therein. Such address or hyperlink (including addresses or hyperlinks to Nedbank’s own website material) is provided solely for your convenience and information and the content of the linked site does not in any way form part of this Document. Accessing such website or following such link through this Document or Nedbank’s website is entirely at your own risk.
 

Structured financial instruments are complex instruments, typically involve a high degree of risk and are intended for sale only to sophisticated investors who are capable of understanding and assuming the risks involved. The market value of any structured financial instrument may be affected by changes in economic, financial and political factors (including, but not limited to, spot and forward interest and exchange rates), time to maturity, market conditions and volatility, and the credit quality of a company or reference company. Any investor interested in purchasing a structured financial instrument/product should conduct their own investigation and analysis of the product and consult with their own professional advisers as to the risks involved in making such a purchase. Some investments discussed in this Document may have a high level of volatility. High volatility investments may experience sudden and large falls in their value causing losses when that investment is realised. Those losses may equal your original investment. In the case of some investments, the potential losses may exceed the amount of initial investment and, in such circumstances, you may be required to pay more money to support those losses. Income yields from investments may fluctuate and, in consequence, initial capital paid to make the investment may be used as part of that income yield. Some investments may not be readily realisable and it may be difficult to sell or realise those investments, similarly it may prove difficult for you to obtain reliable information about the value, or risks, to which such an investment is exposed.
 

This Document is intended for use by professional investors (or equivalent) only. The financial instruments referred to may not be suitable for the specific investment objectives, financial situation or individual needs of recipients and should not be relied upon in substitution for the exercise of independent judgment.
 

You should seek independent advice (including tax, accounting, legal, regulatory and financial advice) in relation to the information contained in this Document or if you are in doubt about any investments or investment objectives.
 

The information we provide you in this Document should not be considered as advice, a recommendation or an offer to enter into or conclude any transactions.

Copyright and disclosure

All material presented in this Document, unless specifically indicated otherwise, is under copyright to Nedbank. Neither the Document, nor its content, nor any copy of it, may be altered in any way, transmitted to, copied, circulated or distributed, in whole or in part, to any other party, without the prior written permission of Nedbank. All trademarks, service marks and logos used in this Document are trademarks or service marks or registered trademarks or service marks of Nedbank or its Group members.
 

This Document is personal to the recipient and any unauthorised use, redistribution, retransmission or reprinting of this Document (whether by digital, mechanical or other means) is strictly prohibited.
 

This Document is not directed to, or intended for use by or distribution to, directly or indirectly, in whole or in part, any person or entity who is a citizen or resident of or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to any law or regulation or which would subject any member of the Group to any registration or licensing requirement within such jurisdiction.
 

The distribution of this Document in certain jurisdictions or to certain persons may be prohibited or restricted by rules, regulations and/or laws of such jurisdictions and persons into whose possessions this document comes should familiarize themselves with and observe any such restrictions. Any failure to comply with such prohibitions or restrictions may constitute a breach of the laws of such jurisdictions.
 

In particular, Nedbank does not allow the redistribution of this Document to non-professional investors or persons in jurisdictions where distribution is not permissible and Nedbank cannot be held liable in any way for the parties who effect such redistribution.
 

If any Document is distributed via the internet or email, please note that such communication is not guaranteed to be secure or virus- free. No member of the Group accepts any responsibility for any loss arising from unauthorised access to, or interference with any internet communications by any third party. Internet communications are not guaranteed to be secure or virus-free.

Conflicts of Interests

In respect of the financial instruments or issuer to which this Document relates, the specific disclosures in relation to potential conflicts of interest are set forth in this Document and, where appropriate, within the body of the research report.
 

The Group comprises a full service investment bank and a commercial bank engaged in providing investment banking, asset management, financing, financial advisory services and other commercial and investment banking products and services to a wide range of corporations and individuals. In the ordinary course of the Group's trading, brokerage, asset management and financing activities, any member of the Group may, at any time, hold ownership positions as set out in the disclosures to this Document (where applicable) of any of the companies mentioned in this Document, may deal as principal or agent for more than one party in, or hold short positions, long positions and may trade or otherwise effect transactions, for its own account or the accounts of customers, in debt or equity securities or loans of third parties or any other person that may be involved in a transaction/project in connection with a company or financial instruments referenced in this Document. Nedbank recognises its responsibility for compliance with relevant securities laws in relation to such activities and has implemented the required information barriers and control systems in respect thereof for the prevention and avoidance of conflicts of interest
 

The Group may have, and may in the future have, investment and commercial banking, trust and other relationships with parties other than the companies mentioned in this Document, which parties may have interests with respect to the companies and the financial instruments referred to in this Document. Members of the Group, in the course of such other relationships, may acquire information about the companies and/or financial instruments mentioned in this Document or such other parties. Be advised that no member of the Group shall have an obligation to disclose any such information, or the fact that any member of the Group is in possession of such information, to the recipients of this Document. Furthermore, members of the Group may have fiduciary or other relationships whereby such member may exercise voting power over financial instruments of certain companies, which financial instruments may from time to time include financial instruments of the companies referred to in this Document.
 

Directors, officers and/or employees of any member of the Group may at any time, to the extent permitted by law, own or have a position in the financial instruments of any company or related company referred to in this Document, and may add to or dispose of any such position or act as a principal in any transaction in such financial instruments. Group members may make a market in these instruments for its customers and for its own account. Accordingly, Group members may have a position, add or dispose of such position or act as principal in any transaction in any such instrument at any time. Directors, officers and/or employees of any member of the Group may also be directors of companies mentioned in this Document. Group members may from time-to-time provide or solicit investment banking, underwriting or other financial services to, for or from any company(ies) referred to in this Document.
 

Group members may to the extent permitted by law, act upon or use information or opinions presented in this Document, or research or analysis on which they are based prior to the material being published.
 

Recipients of this Document are advised that any or all of the foregoing arrangements, as well as more specific disclosures set forth in this Document, may at times give rise to potential conflicts of interest. In respect of the financial instruments of a company that such research analyst covers, the Group generally requires that research analyst and any member of his/her household to disclose any trades and holdings in such financial instruments. In addition, Group policy requires that research analysts make written disclosure to their employer if they serve as an officer, director or advisory board member of a company that he/she covers.

Equity Research report specific provisions

Analyst certification

Each research analyst(s) principally responsible for the preparation and content of all or any identified portion of this Document which comprises a research report hereby certifies that, with respect to each issuer or security or any identified portion of this Document with respect to an issuer or security that is discussed by the research analyst in this research report, all of the views expressed in this research report accurately reflect their personal views about those issuer(s) or financial instruments. Each research analyst(s) also certifies/certify that no part of their compensation was, is, or will be, directly or indirectly, related to the specific recommendation(s) or view(s) expressed by that research analyst in this research report.
 

Frequency of Research

We have no fixed timetable for the publication of Research. Documents are issued when an analyst believes them to be warranted. Potential Conflicts of Interest.
 

Potential conflicts of interest
 

Research analysts employed by members of the Group are compensated from revenues generated by members of the Group. Research analysts do not receive compensation based upon revenues from specific transactions.
 

Disclosure C: Information provided for the purpose of managing relevant conflicts of interest is provided by a third party and is updated on a monthly basis.
 

Disclosure D & E: A connected person is defined, but not limited to, a spouse or partner; minor children or any dependants; any person in a business or profit-sharing relationship with the Research Analyst, including partners in an investment club; a trust in which a Research Analyst or any person mentioned in (i) and (ii) is a beneficiary, discretionary beneficiary or trustee; a company or close- corporation in which a Research Analyst or any person mentioned in (i), (ii), or (iv) is a shareholder or a member; any other accounts where the Research Analyst has a direct or indirect material benefit (such as the enjoyment of dividends and the exercise of voting rights); and any other personal relationship that may create a conflict of interest.
 

Disclosure E: A Research Analyst may from time to time trade via a fully discretionary account in which they do not effect trading decisions and may ultimately hold shares in the subject company by virtue of their portfolio being managed by a broker.

Market Commentary report specific provisions

The information furnished in this Document, which information may include opinions, estimates, indicative rates, terms, price quotations and projections, reflects the judgment of the author(s) and the prevailing market conditions as at the date of this Document, which judgment and conditions are subject to change without notice, modification or amendment. This Document does not necessarily reflect the opinion of any Group member. Information presented in this Document was obtained or derived from public sources that Nedbank believes are reliable but no representation or warranty, express or implied, is made as to its accuracy or completeness.
 

Any prices or levels contained in this Document are preliminary and indicative only and do not represent bids or offers. These indications are provided solely for your information and consideration. The information contained in this Document may include results of analyses from a quantitative model which represent potential future events that may or may not be realised, and is not a complete analysis of every material fact representing any product.
 

For purposes of any market commentary produced by Nedbank Limited (through its London Branch), the London Branch is authorised by the Prudential Regulation Authority, and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of our regulation by the Prudential Regulation Authority are available from Nedbank Limited, London Branch on request.

EU (including UK) and US specific provisions

This Report has been issued in the United Kingdom only to persons described in Article 19 (5), 38, 47 and 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons being referred to as “relevant persons”). Any investment or investment activity to which this Report relates is only available to relevant persons and will be engaged in only with relevant persons. In other EEA countries, this Report has been issued to persons regarded as professional investors (or equivalent) in their home jurisdiction.
 

This Document is not intended for use by, or distribution to, persons in the United States that do not meet the definition of a major US institutional investor under Rule 15a-6 under the US Securities Exchange Act of 1934 (“Rule 15a-6”). The financial instruments described in this Document may not have been registered under the US Securities Act of 1933 (the “Securities Act”) and may not be offered or sold in the United States unless they have been registered under the Securities Act, or pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities Act, and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Any US person(s) or recipient(s) of this Document located in the United States that are interested in trading financial instruments referred to in this Document should only effect such transactions through a US- registered broker-dealer. Where applicable, the Document complies with the requirements set forth under Regulation AC and Rules 2241 and Rules 2242 of the Financial Industry Regulatory Authority (FINRA).
 

The financial instruments described in this Document may be complex, and may not be suitable for all investors. Investment suitability must be determined individually for each investor, and in light of such investor’s overall investment profile.
 

Nedbank is exempt from registration with the US Securities Exchange and Commission (SEC) in accordance with Rule 15(a)-6 of the Securities Exchange Act of 1934, as amended. Accordingly the Document is only issued to major US institutional investors.

Singapore specific provisions

This document is not intended for use by, or distribution to, persons in Singapore that do not meet the definition of “Institutional Investor” under the Securities and Futures Act (cap 289). Any investment or investment activity to which this Report relates is only available to Institutional Investors and will be engaged in only with Institutional Investors.

UAE specific provisions

The information provided in this Document is not regulated under the laws or regulations of the United Arab Emirates ("UAE") or the Securities and Commodities Authority (the "SCA") relating to securities, funds, investments or otherwise. This Document has not been reviewed or approved by the SCA or any other authority or regulator located in the UAE.
 

The SCA does not accept any liability for the contents of this Document. This Document is strictly private and confidential and is being distributed to a limited number of selected professional investors in accordance with the laws and regulations of the SCA's Decision No. 13 of 2021, and in accordance with the term "professional clients" as defined by Section 3 (Business Practice) – Article 5 (Professional Investor) of the SCA Rulebook. No other person should rely upon the information contained within it.
 

This Document (a) does not constitute a public offer, or an advertisement or solicitation to the general public, (b) is intended only for the original professional investors recipients of this Document to whom this Document is personally provided and may not be reproduced or used for any other purpose. This Document is for information purposes only, and no sale of investment products is intended to be consummated within the UAE.
 

The information provided for in this Document is not offered or intended to be provided directly or indirectly to the public in the UAE. The information has been provided for your exclusive use. This Document is not intended for distribution to, or for use or reliance by, any person or entity in any jurisdiction or country where such distribution would be unlawful under any applicable law. Any distribution, by whatever means, of this Document and related materials to any other person (except those expressly permitted by applicable law or regulation) is strictly prohibited.
 

The information contained in this Document is not intended to lead to the conclusion of any contract of any nature within the territory of the UAE. Nothing contained in this Document is intended to constitute investment, legal, tax, accounting, or other professional advice in, or in respect of, the UAE. This Document is informative in nature and is intended to provide a general analysis.

DIFC specific provisions

The information provided in this Document is not regulated under the laws or regulations of the Dubai International Financial Centre (the "DIFC") or the Dubai Financial Services Authority (the "DFSA") relating to securities, funds, investments or otherwise. This Document has not been reviewed or approved by the DFSA or any other authority or regulator located in the DIFC or the United Arab Emirates.
 

The DFSA does not accept any liability for the contents of this Document. This Document is strictly private and confidential and is being distributed to a limited number of selected professional clients in accordance with the laws and regulations of the DIFC, including Dubai International Financial Centre Regulatory Law No. 1 of 2004, and in accordance with the term "professional clients" as defined by the DFSA – Conduct of Business Rulebook. No other person should rely upon the information contained within it.
 

This Document (a) does not constitute a public offer, or an advertisement or solicitation to the general public, (b) is intended only for the original professional investors recipients of this Document to whom this Document is personally provided and may not be reproduced or used for any other purpose. This Document is for information purposes only, and no sale of investment products is intended to be consummated within the DIFC.
 

The information provided for in this Document is not offered or intended to be provided directly or indirectly to the public in the DIFC. The information has been provided for your exclusive use. This Document is not intended for distribution to, or for use or reliance by, any person or entity in any jurisdiction or country where such distribution would be unlawful under any applicable law. Any distribution, by whatever means, of this Document and related materials to any other person (except those expressly permitted by applicable law or regulation) is strictly prohibited.
 

The information contained in this Document is not intended to lead to the conclusion of any contract of any nature within the territory of the DIFC. Nothing contained in this Document is intended to constitute investment, legal, tax, accounting, or other professional advice in, or in respect of, the DIFC. This Document is informative in nature and is intended to provide a general analysis.

ADGM specific provisions

The information provided in this Document is not regulated under the laws or regulations of Abu Dhabi Global Markets (the "ADGM") or the Financial Services Regulatory Authority ("FSRA") relating to securities, funds, investments or otherwise. This Document has not been reviewed or approved by the FSRA or any other authority or regulator located in the ADGM or the United Arab Emirates.
 

The FSRA does not accept any liability for the contents of this Document. This Document is strictly private and confidential. The FSRA has no responsibility for reviewing or verifying the contents of this Document.
 

This Document (a) does not constitute a public offer, or an advertisement or solicitation to the general public, (b) is intended only for the original professional investors recipients of this Document to whom this Document is personally provided and may not be reproduced or used for any other purpose. This Document is for general information purposes only and is distributed in accordance with Section 18(a) of the Financial Services and Markets Regulation 2015 (the "FSMR"). No sale of investment products is intended to be consummated within the ADGM, and this Document is not intended to constitute, a financial promotion, as defined under the FSMR.
 

The information provided for in this Document is not offered or intended to be provided directly or indirectly to the public in the ADGM. The information has been provided for your exclusive use. This Document is not intended for distribution to, or for use or reliance by, any person or entity in any jurisdiction or country where such distribution would be unlawful under any applicable law. Any distribution, by whatever means, of this Document and related materials to any other person (except those expressly permitted by applicable law or regulation) is strictly prohibited.
 

The information contained in this Document is not intended to lead to the conclusion of any contract of any nature within the territory of the ADGM. Nothing contained in this Document is intended to constitute investment, legal, tax, accounting, or other professional advice in, or in respect of, the ADGM. This Document is informative in nature and is intended to provide a general analysis.

Brazil specific provisions

This Report has been issued in Brazil to persons regarded as professional investors, as defined by the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários – “CVM”), and Nedbank hereby clarifies that the issuance and disclosure of this Report to the above-mentioned investors does not qualify as providing securities consultancy services, as Nedbank does not provide professional, independent and individualized orientation, recommendation and advice to Brazilian investors for investments in the securities market, nor any other services whose provision is exclusive to services providers and/or entities licensed and/or expressly recognized by CVM.

The financial instruments described in this Document may not have been registered before CVM and may not be offered or sold in Brazil unless they have been registered with CVM, or pursuant to an exemption from, or in transactions not subject to, the registration requirements set forth by CVM’s regulations, and in compliance with the applicable securities laws of Brazil. Without prejudice to the above, any recipient of this Document located in Brazil that is interested in trading financial instruments referred to in this Document should only effect such transactions through a broker-dealer duly registered with CVM. Where applicable, the Document complies with the requirements set forth under Resolution CVM No. 20, of February 25, 2021.