Investec PLC — Capital/Financing Update 2013

May 26, 2013

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

28 May 2013

Investec Bank plc

Issue of AUD3,920,000 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 Investec Bank plc, 2 Gresham Street, London EC2V 7QP or from Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB.

1.	Issuer:		Investec Bank plc
2.	(a)	Series Number:	ZCP2013-17
	(b)	Tranche Number:	1
3.		Specified Currency or Currencies:	Australian Dollars ("AUD")
4.	Aggregate Nominal Amount of Notes admitted to trading: Series: (a)		AUD3,920,000
	(b)	Tranche:	AUD3,920,000

• 100 per cent. of the Aggregate Nominal 5. Issue Price: Amount AUD150,000 and integral multiples of Specified Denominations: 6. $(a)$ AUD10,000 in excess thereof. Calculation Amount: AUD10,000 $(b)$ Issue Date: 28 May 2013 $7. (a)$ Interest Commencement Date: Not applicable $(b)$ 29 May 2018 Maturity Date: 8. Interest Basis: Zero Coupon 9. Final Redemption Amount linked to 10. Redemption/Payment Basis: Preference Shares value $of$ in Condition 6 accordance with (Redemption and Purchase) Not applicable 11. Change of Interest Basis or Redemption/Payment Basis: 12. Call Option: Not applicable Status of the Notes: 13. (a) Senior Unsecured Notes Security Status: $(b)$ Non-syndicated 14. Method of distribution: PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE Not applicable 15. Fixed Rate Note Provisions
• Not applicable 16. Floating Rate Note Provisions Not applicable 17. Dual Currency Interest Note Provisions

PROVISIONS RELATING TO REDEMPTION

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

S&P 500 (AUD) 5 Year Kick Out (South Africa)

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

Class	Preference Share
	Weighting
Class 2013-17	100%

So long as any of the Notes are . represented by a Global Note in bearer form, the Final Redemption Amount shall be calculated in relation to the aggregate principal amount of the Notes outstanding, rounded down to the nearest AUD0.01 and paid in the manner specified in the relevant Global Note against presentation or surrender, as the case may be, of such Global Note at the specified office of the Principal Paying Agent in accordance with Condition $5(c)$ (Payments $-$ Payments in respect of Global Notes in bearer form).

If a Global Note is at any time exchanged for definitive Bearer Notes, the Final Redemption Amount will be calculated in relation to each Specified Denomination and rounded to the nearest AUD0.01 and paid against presentation and surrender in accordance with Condition $5(b)$ (Payments - Presentation of definitive Bearer Notes, Receipts and Coupons).

GENERAL PROVISIONS APPLICABLE TO THE NOTES

20 Form of Notes:

1. Additional Financial Centre(s) or other special provisions relating to Payment Days:

Bearer Notes: Temporary Global Note exchangeable for a Permanent Global exchangeable Note. which is for only upon Definitive Notes an Exchange Event.

Not applicable

1. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):

No

1. Details relating to Instalment Notes:

(a)	Instalment Amount(s):	Not applicabl

Instalment Date(s): $(b)$

1. Other final terms:

DISTRIBUTION

$25. (a)$ If syndicated, names οf Managers:

• Date of Subscription Agreement: $(b)$
• 1. If non-syndicated, name of relevant Dealer:

• U.S. Selling Restrictions:

• Additional selling restrictions:

TAXATION

1. Taxation:

SECURITY PROVISIONS

1. Security Provisions:

le Not applicable

Not applicable

Not applicable

Not applicable

Investec Bank Limited, 100 Grayston Drive, Sandown, Sandton, South Africa

Reg. S Compliance Category: 2

TEFRAD

The Republic of South Africa:

In relation to the offer of the Notes into South Africa. the Dealer has represented and warranted that it has not solicited any purchase of or advertised the Notes other than to a select, restricted and targeted group of investors in South Africa and, in relation to the offer of the Notes, it has taken all reasonable steps necessary to comply with the relevant provisions of the Banking Act, the Companies Act, the Exchange Control Regulations and any other applicable laws and regulations of South Africa relevant to the offer and sale of the Notes.

Condition 7A (Taxation - No Gross up) applies

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

$\overline{\mathsf{B}}$ v:

Duly authorised

Jennifer Peacock Authorised Signatory Anant Patel Authorised Signatory

PART B - OTHER INFORMATION

$\overline{1}$ . LISTING

$(i)$ Listing:

Admission to trading: $(ii)$

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.

$2.$ 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 Investors Service Limited Moody's ("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 $3¹$ 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 $\overline{4}$ EXPENSES

$-6-$

Not Applicable.

PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE, EXPLANATION 5. 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 2013-17 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 2013-17 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 2013-17 Preference Share will be calculated by reference to the value or level of the S&P 500® 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 2013-17 Preference Share shall be redeemed, and the Automatic Early Redemption Price equal to the Automatic Early Redemption Amount in respect of the Class 2013-17 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 2013-17 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 2013-17 Preference Share will be an amount equal to 151.25% 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 2013-17 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 2013-17 Preference Share will reflect the decrease in the Final Index Level as compared to the 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 2013-17 Preference Share.

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

OPERATIONAL INFORMATION 6.

	(i)	ISIN Code:	XS0939428768
(ii)		SEDOL Code:	Not Applicable
	(iii)	Common Code:	093942876
	(iv)	Any clearing system(s) other than Euroclear and Clearstream, Luxembourg the relevant and identification number(s):	None
	(v)	Delivery:	Delivery free of payment
	(vi)	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

Not applicable.

7.

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 28 May 2013

ZEBRA CAPITAL II LIMITED (the "Company") CLASS 2013-17 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 2013-17 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.

1.	Number of Preference Shares.	One
2.	Preference Share Currency:	Pounds sterling ("GBP")
3.	Par Value of Each Preference GBP 1,000 Share:
4.	Issue Price:	GBP 1,000 per Preference Share
5.	Issue Date:	28 May 2013
6.	Final Redemption Date:	29 May 2018, provided that if such date is not a Business Day (as defined below), the Final Redemption Date shall be the next following Business Day
7.	Redemption Price payable on Final As set out in Annex A hereto Redemption Date:

Preference Share Calculation 8. Agent:

Investec Bank plc

1. Type of Preference Shares: Single Index Linked Shares

Applicable. As set out in Annex A hereto

INDEX LINKED PROVISIONS

$(v)$

$(vi)$

(viii)

• Hedging Disruption and Increased Cost of $10₁$ $(i)$ Additional Disruption Hedging Events:
• $(ii)$ Automatic Early Redemption:

Averaging Dates: $(iii)$

Averaging Dates Market Not applicable $(iv)$ Disruption:

Barrier Level: 60 per cent. of Initial Index Level

Not applicable

Business Dav: 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, the Cayman Islands and Sydney

S&P 500® Index

Standard and Poor's ("S&P")

• Not applicable Constant Monitoring: $(vii)$
• The New York Stock Exchange Exchange(s):

Date

No

• Index: $(ix)$
• Index Sponsor: $(x)$
• Initial Index Level: $(x_i)$
• Multi-Exchange Index: $(xii)$
• Non Multi-Exchange Index: Yes $(xiii)$
• Observation Period: $(xiv)$

The period from and including 29 May 2013 to and including 29 May 2018

The official closing Index Level on the Strike

Official Closing Level Only: $(xv)$

Strike Date: $(xvi)$

Applicable

28 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:

. . . . . . . . . . . . . . . . . . . . $\mathbf{r}$ 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 28 May 2014 to and including 30 May 2017), the level of the Index as of the Valuation Time on the relevant Automatic Early Redemption Valuation Date is oreater 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 2013-17 Preference Shares shall be redeemed, and the Automatic Early Redemption Price equal to the Automatic Early Redemption Amount in respect of each Class 2013-17 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:

t	Early Automatic Redemption Valuation Date*	Early Automatic Redemption Date	Early Automatic Redemption Amount	Early Automatic Redemption Level
1	28 May 2014	30 May 2014	per cent. of 110.25 Issue Price	100% x IIL (as defined below)
$\overline{2}$	28 May 2015	1 June 2015	$120.50$ per cent. of Issue Price	100% x IIL
3	31 May 2016	2 June 2016	130.75per cent. of Issue Price	100% x IIL
4	30 May 2017	1 June 2017	$141.00$ per cent. of Issue Price	100% $\times$ IIL

*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 2013-17 Preference Shares, the Redemption Price payable by the Company in respect of each Class 2013-17 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 × 151.25%

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

$$
Issue Price \times \frac{FIL}{IIL}
$$

where:

"Barrier" means 60 per cent. of the Initial Index Level;

"Barrier End Date" means 29 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 29 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 the Final Redemption Date:

"Final Redemption Date" means 29 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 28 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 S&P 500® INDEX

NEITHER S&P. ITS AFFILIATES NOR THEIR THIRD PARTY LICENSORS GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN OR ANY COMMUNICATIONS, INCLUDING BUT NOT LIMITED (INCLUDING ELECTRONIC COMMUNICATIONS TO. ORAL OR WRITTEN COMMUNICATIONS) WITH RESPECT THERETO. S&P, ITS AFFILIATES AND THEIR THIRD PARTY LICENSORS SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE MARKS. THE INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P, ITS AFFILIATES OR THEIR THIRD PARTY LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT. STRICT LIABILITY OR OTHERWISE.

The S&P 500® is a trademark of Standard & Poor's and has been licensed for use by Invested Bank plc and Zebra Capital II Limited.

(Source: Standard & Poor's)