Investec PLC — Capital/Financing Update 2013

May 19, 2013

Notes issued pursuant to these Final Terms are securities to be listed under Listing Rule 19.

20 March 2013

Invested Bank plc

Issue of Capital Less Down and In Barrier Plus Callable/Kick-Out Upside Notes under the £4,000,000,000 Zebra Capital Plans Retail Structured Products Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 13 June 2012 (the "Base Prospectus"), and the supplements thereto dated 11 July 2012, 19 November 2012 and 28 December 2012 which together constitute a prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus, as supplemented from time to time.

Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus, as supplemented from time to time. The Base Prospectus and any supplements thereto are available for viewing at and copies may be obtained during normal working hours from Invested Bank plc, 2 Gresham Street, London EC2V 7QP or from Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol BS13 8AE.

$1¹$ Issuer: Investec Bank plc

$2.$ (a) Series Number: ZCP2013-9

$(b)$ Tranche Number: 1

Euro ("EUR")

1. Specified Currency or Currencies:

2. Aggregate Nominal Amount of Notes admitted to trading:

Series: $(a)$

The aggregate nominal amount of Notes issued will be notified and published on or about the Issue Date as described in Part B, paragraph 7(viii) hereof

Euro STOXX 50 Enhanced Kick-Out Plan -- Issue 2 - (Ireland)

Tranche: $(b)$

The aggregate nominal amount of Notes issued will be notified and published on or about the Issue Date as described in Part B, paragraph 7(viii) hereof

100 per cent. of the Aggregate Nominal Amount

Final Redemption Amount linked to

Shares

Condition

in

6

Preference

with

(Redemption and Purchase)

EUR1.00

EUR1.00

17 May 2013

Not applicable

17 May 2018

Zero Coupon

accordance

Not applicable

Not applicable

Unsecured Notes

Non-syndicated

Senior

of

value

Specified Denominations: 6. $(a)$

Calculation Amount: $(b)$

$7¹$ $(a)$ Issue Date:

Issue Price:

5.

$(b)$ Interest Commencement Date:

Maturity Date: 8.

Interest Basis: 9.

1. Redemption/Payment Basis:

2. Change of Interest Basis or Redemption/Payment Basis:

3. Call Option:

Status of the Notes: $13. (a)$

Security Status: $(b)$

1. Method of distribution:

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

1. Fixed Rate Note Provisions Not applicable 16. Floating Rate Note Provisions Not applicable 17. Dual Currency Interest Note Provisions Not applicable

PROVISIONS RELATING TO REDEMPTION

1. Issuer Call: Not applicable Final Redemption Amount of Final Redemption Amount linked to $19. (a)$ each Note: value of Preference Shares in. accordance with Condition 6 (Redemption and Purchase)

2. Classes of Preference Shares to $(b)$ which this Series of Notes are respective linked and their Preference Share Weightings:

3. Rounding: $(c)$

Class	Preference Share
	Weighting
Class 2013-9	100%

So long as the Notes are in the form of Uncertificated Registered Notes and are held in CRESTCo. Limited, the Final Redemption Amount shall be calculated in relation to the aggregate principal amount the Notes of outstanding, rounded down to the nearest EUR0.01 and paid to CRESTCo. Limited for distribution by it to entitled accountholders ín accordance with CRESTCo. Limited's usual rules and procedures.

If Uncertificated Registered Notes are at any time exchanged for Definitive Registered Notes. the Final Redemption Amount will be calculated relation in. to each Specified Denomination and rounded to the nearest EUR0.01.

GENERAL PROVISIONS APPLICABLE TO THE NOTES

1. Form of Notes:

2. 1. Additional Financial Centre(s) or other special provisions relating to Payment Days:
3. 1. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):
4. 1. Details relating to Instalment Notes:
5. Instalment Amount(s): $(a)$
6. $(b)$ Instalment Date(s):
7. 1. Other final terms:

Uncertificated Registered Notes

Not applicable

No

Not applicable Not applicable Not applicable

DISTRIBUTION

• Not applicable $\mathsf{If}$ syndicated. names $25. (a)$ οf Managers:
• Date of Subscription Agreement: $(b)$
• 1. If non-syndicated, name of relevant Dealer:
• 1. U.S. Selling Restrictions:

• Additional selling restrictions:

TAXATION

1. Taxation:

London EC2V 7QP

Investec Bank plc, 2 Gresham Street,

Reg. S Compliance Category: 2

TEFRA not applicable

Not applicable

Not applicable

Condition 7A (Taxation - No Gross up) applies

SECURITY PROVISIONS

1. Security Provisions:

Not applicable

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and admission to trading on the London Stock Exchange and listing on the Official List of the Financial Services Authority of the Notes described herein pursuant to the £4,000,000,000 Zebra Capital Plans Retail Structured Products Programme of Investec Bank plc.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of the Issuer:

Bv.

Duly authorised Charles Stott \uthorised Signatory

By:

Duly authorised

Anant Patel Authorised Signatory

PART B - OTHER INFORMATION

LISTING $\mathbf{1}$ .

$(ii)$

Listing: $(i)$

Admission to trading:

London

Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the Regulated Market of the London Stock Exchange plc on or about the Issue Date.

$2₁$ RATINGS

Ratings:

The long-term senior debt of Investec Bank plc has a rating of BBB- as rated by Fitch Ratings Limited ("Fitch"). This means that Fitch is of the opinion that Investec Bank plc has a good credit quality and indicates that expectations of default risk are currently low.

The long-term senior debt of Investec Bank plc has a rating of Baa3 as rated by Moody's Investors Service Limited ("Moody's"). This means that Moody's is of the opinion that Investec Bank plc is subject to moderate credit risk, is considered medium-grade, and as such may possess certain speculative characteristics.

Each of Fitch and Moody's is established in the EU and registered under Regulation (EU) No 1060/2009, as amended.

The Notes to be issued have not been specifically rated.

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE 3. ISSUE/OFFER

So far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL 4. EXPENSES

• $(i)$ Reasons for the offer: Information not required
• $(ii)$ Estimated net proceeds: Information not required

Information not required $(iii)$ Estimated total expenses:

PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING

The Final Redemption Amount payable in respect of the Notes will be calculated by reference to the percentage change in value of the Class 2013-9 Preference Share issued by Zebra Capital II Limited as of the Maturity Date of the Notes or (in the case of a redemption of the Notes other than pursuant to Condition 6(b) (Redemption at maturity)) as of the date of their redemption against the value of the Class 2013-9 Preference Share as of the Issue Date, all as provided in the Conditions of the Notes. The Redemption Price (as defined in the Preference Share Confirmation set out in Part C hereto) of the Class 2013-9 Preference Share will be calculated by reference to the value or level of the Euro STOXX 50^® Index (the "Index").

If on any Automatic Early Redemption Valuation Date (as specified in the Preference Share Confirmation set out in Part C hereto), the level of the Index as of the Valuation Time is greater than or equal to the relevant Automatic Early Redemption Level (as defined in the Preference Share Confirmation set out in Part C hereto), an Automatic Early Redemption Event shall be deemed to have occurred and the Class 2013-9 Preference Share shall be redeemed. and the Automatic Early Redemption Price equal to the Automatic Early Redemption Amount in respect of the Class 2013-9 Preference Share shall become payable by the Company, on the corresponding Automatic Early Redemption Date (as specified in the Preference Share Confirmation set out in Part C hereto). Upon such redemption of the Class 2013-9 Preference Share. the Notes shall be redeemed at the Final Redemption Amount in accordance with Condition 6(e) (Automatic Early Redemption of Preference Shares) of the Notes, which amount shall be payable on the day that is three Business Days following such Automatic Early Redemption Date.

If the Final Index Level (as defined in the Preference Share Confirmation set out in Part C hereto) is greater than or equal to the Initial Index Level (as defined in the Preference Share Confirmation set out in Part C hereto), then the Redemption Price of the Class 2013-9 Preference Share will be an amount equal to 150% of its par value (irrespective of the occurrence of a Trigger Event (as defined in the Preference Share Confirmation set out in Part C hereto)).

If (i) a Trigger Event has not occurred, and (ii) the Final Index Level is less than the Initial Index Level, then the Redemption Price of the Class 2013-9 Preference Share will be an amount equal to 100% of its par value.

If (i) a Trigger Event has occurred, and (ii) the Final Index Level is less than the Initial Index Level, then the Redemption Price of the Class 2013-9 Preference Share will reflect the decrease in the Final Index Level as compared to the

5.

Initial Index Level on a one-for-one basis.

See Part C of these Final Terms for a further description regarding the calculation of the Redemption Price of the Class 2013-9 Preference Share.

The Issuer does not intend to provide post-issuance information.

OPERATIONAL INFORMATION 6.

	(i)	ISIN Code:	GB00B88YBB70
	(ii)	SEDOL Code:	B88YBB7
	(iii)	Common Code:	Not applicable
	(iv)	clearing system(s) Any other than Euroclear and Clearstream, Luxembourg the relevant and identification number(s):	The Notes will be Uncertificated Registered Notes held in CRESTCo. Limited
	(v)	Delivery:	Delivery free of payment
	(v i )	Settlement procedures:	Medium Term Note
	(vii)	Additional Paying Agent(s) (if any):	None
	(viii)	Common Depositary:	Not applicable
	(ix)	Calculation Agent:	Investec Bank plc
		- is Calculation Agent to make calculations?	Yes
	(x)	Other relevant Terms and Conditions:	Not applicable
	(x i )	Other Final Terms:	Not applicable
TERMS AND CONDITIONS OF THE OFFER
	(i)	Offer Price:	Issue Price
	(ii)	Offer Period:	An offer of the Notes will be made by the

An offer of the Notes will be made by the Plan Manager (as defined in Part B, paragraph 7(v) hereof) other than pursuant to Article 3(2) of the Prospectus Directive during the period from 9.00 a.m. (GMT) on 21 March 2013 until 5.00 p.m. (GMT) on 3 May 2013.

$7.$

Conditions to which the $(iii)$ offer is subject:

The Notes will be available only through an investment in the Investec Euro STOXX 50 Enhanced Kick-Out Plan - Issue 2 (Ireland) -(the "Plan"), details of which are available from the entity referenced in Part B, paragraph 7 (xiii) hereof.

$(iv)$ Description οf the application process:

Prospective investors should complete and sign an application form obtainable from the entity referenced in Part B, paragraph 7 (xiii) hereof and send it to their financial adviser who will send it to the Plan Manager. Duly completed applications together with cheques for the full amount of the investor's subscription must he received by the Plan Manager no later than 5:00 p.m. (GMT) on 3 May 2013.

The Plan Manager will send investors written acknowledgement by the end of the next working day following receipt of the completed application form. After the Issue-Date, investors will be sent an opening statement showing each investor's holdings in the Notes.

Description of possibility to $(v)$ reduce subscriptions and for manner refundina excess amount paid by applicants:

of application:

Details of the method and

time limits for paying up

and delivering the Notes:

Invested Bank plc (Irish Branch) as plan manager (the "Plan Manager") in relation to the Plan may accept duly completed applications subject to the Terms and Conditions set out in the brochure relating to the Plan (the "Plan Brochure"). The Plan Manager reserves the right to reject an application for any reason, in which case the subscription monies will be returned. Further details 0f the cancellation rights and the application process are set out in the Plan Brochure.

Details of the minimum Minimum of EUR20,000 to a maximum of and/or maximum amount EUR1,000,000

Prospective Noteholders will be notified by the Plan Manager of their allocation of Notes. The Notes will be collectively held for investors in the name of Ferlim Nominees Limited, except to the extent that

$(v_i)$

$(vii)$

alternative delivery and settlement arrangements have been agreed between individual investors and the Plan Manager. as described more fully in the Plan Brochure.

The final size will be known at the end of Manner in and date on the Offer Period. which results of the offer are to be made public:

A copy of these Final Terms will be filed with the Financial Services Authority in the UK (the "FSA"). On or before the Issue Date, a notice pursuant to UK Prospectus Rule 2.3.2(2) of the final aggregate principal amount of the Notes will be (i) filed with the FSA and (ii) published in accordance with the method of publication set out in Prospectus Rule 3.2.4(2).

Procedure for exercise of Not applicable $(ix)$ any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:

$(x)$ Categories of potential investors to which the Notes are offered and whether tranche(s) have been reserved for certain countries:

The Notes will be offered to retail investors in the Republic of Ireland. The Notes will only be available to investors through an investment in the Plan, as described more fully in the Plan Brochure.

$(xi)$ applicants of the amount allotted and the indication whether dealing may begin before notification is made:

Process for notification to At the end of the Offer Period, the Plan Manager will proceed to notify the prospective Noteholders as to the amount of their allotment of the Notes.

• $(xii)$ Amount of any expenses None and taxes specifically charged to the subscriber or purchaser:
• $(xiii)$ Issuer, of the placers in the 2, Ireland. various countries where

Name(s) and address(es), Investec Bank plc (Irish Branch), The to the extent known to the Harcourt Building, Harcourt Street, Dublin

(viii)

the offer takes place:

27103-5-8567-v0.9

$\ddot{\phantom{0}}$

PART C - PREFERENCE SHARE CONFIRMATION

Appended hereto is the Preference Share Confirmation relating to the Class of Preference Shares to which the Notes will be linked.

PREFERENCE SHARE CONFIRMATION FOR INDEX LINKED PREFERENCE SHARES

Preference Share Confirmation to be dated on or before 17 May 2013

ZEBRA CAPITAL II LIMITED (the "Company") CLASS 2013-9 PREFERENCE SHARES

relating to the

£4,000,000,000 Zebra Capital Plans Retail Structured Products Programme of Investec Bank plc

We hereby confirm pursuant to Article 6 of the Articles of Association of the Company that the details set out below are the terms and conditions of the Class 2013-9 Preference Shares of the Company. Such terms and conditions supplement, complete, modify and/or (as the case may be) amend the general terms and conditions of the Memorandum and Articles of Association of the Company and such additional terms and conditions as are specified herein to apply to such Class of Preference Shares depending on whether such Preference Shares are Index Linked Shares or Basket Index Linked Shares and, if applicable, Credit Linked Shares and which additional terms and conditions are appended to the Memorandum and Articles of Association of the Company. Unless the context otherwise requires, terms defined in such additional terms and conditions will have the same meanings when used herein.

• Number of Preference Shares: $1$ One
• $2₁$ Preference Share Currency: Pounds sterling ("GBP")
• Par Value of Each Preference GBP 1,000 $3.$ Share:

4. Issue Price:	GBP 1,000 per Preference Share
5. Issue Date:	17 May 2013
6. Final Redemption Date:	17 May 2018, provided that if such not a Business Day (as defined be

h date is low) the Final Redemption Date shall be the next following Business Day

• Redemption Price payable on Final As set out in Annex A hereto $7¹$ Redemption Date:
• 1. Preference Share Calculation Agent:

Invested Bank pld

Single Index Linked Shares

Type of Preference Shares: 9.

INDEX LINKED PROVISIONS

• Hedging Disruption and Increased Cost of Additional Disruption $10.$ $(i)$ Events: Hedging
• Automatic Early Applicable. As set out in Annex A hereto $(ii)$ Redemption:

$(iii)$ Averaging Dates: Not Applicable

• $(iv)$ Averaging Dates Market Not Applicable Disruption:
• Barrier Level: 50 per cent. of Initial Index Level $(v)$

Business Day: $(vi)$ A day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London and the Cayman Islands

Eurex Exchange

Euro STOXX 50^® Index

• Constant Monitoring: Not applicable $(vii)$
• (viii) Exchange(s):
• $(ix)$ Index:

Index Sponsor: STOXX Limited $(x)$

• $(x_i)$ Initial Index Level:
• Multi-Exchange Index: $(xii)$
• (xiii) Non Multi-Exchange Index: Yes
• Observation Period: The period from and including 20 May 2013 to and including 17 May 2018

The official closing Index Level on the Strike

Official Closing Level Only: $(xv)$ Applicable

$(xiv)$

Date

No

Strike Date: $(xvi)$

17 May 2013 or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Paragraph 2 (Disrupted Days) of the additional terms and conditions of the Preference Shares

(xvii) Strike Price:

The Initial Index Level

Signed on behalf of the Company:

By:

$\overline{1}$

. . . . . . . . . . . . . . . . . . . Duly authorised

Annex A to the Preference Share Confirmation

Automatic Early Redemption

If on any Automatic Early Redemption Valuation Date (as specified in the table below) (from and including 18 August 2014 to and including 17 May 2016), the level of the Index as of the Valuation Time on the relevant Automatic Early Redemption Valuation Date is greater than or equal to the relevant Automatic Early Redemption Level (as specified in the table below), an Automatic Early Redemption Event shall be deemed to have occurred and the Class 2013-9 Preference Shares shall be redeemed, and the Early Redemption Price equal to the Automatic Early Redemption Amount in respect of the Class 2013-9 Preference Share in the Preference Share Currency shall become payable by the Company, on the corresponding Automatic Early Redemption Date in accordance with the following table:

ŧ	Automatic Early Redemption Valuation $Date^*$	Automatic Early Redemption Date	Automatic Early Redemption Amount	Automatic Early Redemption Level
	18 August 2014	20 August 2014	110.00 per cent. of Issue Price	100% x IIL (as defined below)
$\overline{2}$	17 May 2016	19 May 2016	$130.00$ per cent. of Issue Price	$100\% \times \text{IL}$

*Provided that if the Automatic Early Redemption Valuation Date is not a Scheduled Trading Day, the immediately preceding Scheduled Trading Day shall be the Automatic Early Redemption Valuation Date

Redemption Price payable on Final Redemption Date

Unless previously redeemed or repurchased in accordance with the terms and conditions of the Class 2013-9 Preference Shares, the Redemption Price payable by the Company in respect of the Class 2013-9 Preference Share on its Final Redemption Date shall be an amount in the Preference Share Currency determined by the Preference Share Calculation Agent in accordance with the applicable formula, as follows:

$(a)$ if the Final Index Level is greater than or equal to the Initial Index Level: (irrespective of the occurrence of a Trigger Event):

Issue Price × 150%

if (i) a Trigger Event has not occurred, and (ii) the Final Index Level is less than $(b)$ the Initial Index Level:

Issue Price × 100%

$(c)$ if (i) a Trigger Event has occurred; and (ii) the Final Index Level is less than the Initial Index Level:

$$
[s \text{sue Price} \times \frac{\text{FIL}}{\text{HL}}]
$$

where:

"Barrier" means 50 per cent. of the Initial Index Level;

"Barrier End Date" means 17 May 2018 or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Paragraph 2 (Disrupted Days) of the additional terms and conditions of the Preference Shares;

"Barrier Period" means the period from and including the Barrier Start Date to and including the Barrier End Date;

"Barrier Start Date" means 20 May 2013 or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Paragraph 2 (Disrupted Days) of the additional terms and conditions of the Preference Shares;

"Final Index Level" or "FIL" means the official closing Index Level on 17 May 2018;

"Final Redemption Date" means 17 May 2018, provided that if such date is not a Business Day, the Final Redemption Date shall be the next following Business Day;

"Initial Index Level" or "IIL" means the official closing Index Level on the Strike Date;

"Issue Price" means the issue price of one Preference Share as specified in the relevant Preference Share Confirmation;

"Strike Date" means 17 May 2013 or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Paragraph 2 (Disrupted Days) of the additional terms and conditions of the Preference Shares; and

"Trigger Event" means the determination by the Preference Share Calculation Agent that at any given time during the Barrier Period the Index Level falls below the Barrier.

Annex B to the Preference Share Confirmation

STATEMENTS REGARDING THE EURO STOXX 50^® INDEX

The following statement is required by the licensor of the Euro STOXX^® 50 Index:

STOXX and its licensors (the "Licensors") have no relationship to Investec Bank plc or Zebra Capital II Limited other than the licensing of the Euro STOXX^® 50 Index and the related trademarks for use in connection with the Preference Shares.

STOXX and its Licensors do not:

• sponsor, endorse, sell or promote the Preference Shares or the Notes; $\bullet$
• recommend that any person invest in the Preference Shares or the Notes or any other securities;
• have any responsibility or liability for or make any decisions about the timing, $\bullet$ amount or pricing of the Preference Shares or the Notes;
• have any responsibility or liability for the administration, management or marketing $\bullet$ of the Preference Shares or the Notes:
• consider the needs of the Preference Shares or the Notes or the owners of the Preference Shares or the Notes in determining, composing or calculating the Euro $STOXX^{\circ}$ 50 Index or have any obligation to do so.

STOXX and its Licensors will not have any liability in connection with the Preference Shares or the Notes. Specifically,

• STOXX and its Licensors do not make any warranty, express or implied and disclaim any and all warranty about:
• o the results to be obtained by the Preference Shares or the Notes, the owner of the Preference Shares or the Notes or any other person in connection with the use of the Euro STOXX^® 50 Index, and the data included in the Euro STOXX^® 50 Index;
• o the accuracy or completeness of the Euro STOX $X^{\otimes}$ 50 Index and its data:
• $\circ$ the merchantability and the fitness for a particular purpose or use of the Euro STOXX^® 50 Index and its data:
• STOXX and its Licensors will have no liability for any errors, omissions or interruptions in the Euro STOXX® 50 Index or its data; and
• under no circumstances will STOXX or its Licensors be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX or its Licensors knows that they might occur.

The licensing agreement between Investec Bank plc and STOXX is solely for their benefit and not for the benefit of the owners of the Preference Shares or the Notes or any other third parties.

(Source: STOXX)