Investec PLC — Capital/Financing Update 2014

May 20, 2014

INVESTEC BANK PLC

(incorporated with limited liability in England and Wales with registered number 489604) Structured Warrants Programme

Under its Structured Warrants Programme (the "Programme"), Investec Bank plc (the "Issuer") may from time to time issue warrants (the "Warrants"), including Warrants that are linked to the performance of one or more underlying assets (each an "Underlying"), being (i) a single share or a basket of shares (such Warrants being the "Equity-Linked Warrants") or (ii) a single index or a basket of indices (such Warrants being the "Index-Linked Warrants").

An investment in Warrants issued under the Programme involves certain risks. For a discussion of these, see "Risk Factors" below.

This Base Prospectus has been approved by the United Kingdom Financial Conduct Authority (the "FCA"), which is the United Kingdom competent authority for the purposes of Directive 2003/71/EC amended by Directive 2008/11/EC, Directive 2010/73/EU and Directive 2010/78/EU (the "Prospectus Directive") and relevant implementing measures in the United Kingdom, as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in the United Kingdom for the purpose of giving information with regard to Warrants issued under the Programme during the period of twelve months after the date hereof.

Information on how to use this Base Prospectus is set out on pages ii to v and a table of contents is set out on page 1.

The Issuer has been assigned the following long-term credit ratings: BBB- by Fitch Ratings Limited ("Fitch"), Baa3 by Moody's Investors Service Limited ("Moody's") and BBB+ by Global Credit Rating Co. ("Global Credit Rating"). Each of Fitch and Moody's is a credit rating agency established and operating in the European Union ("EU") and registered in accordance with Regulation (EU) No 1060/2009, as amended (the "CRA Regulation"). Global Credit Rating is not established in the EU and is not certified under the CRA Regulation and the rating it has given to the Issuer is not endorsed by a credit rating agency established in the EU and registered under the CRA Regulation.

The distribution of this Base Prospectus and the offering or sale of the Warrants in certain jurisdictions may be restricted by law. The Warrants have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. Subject to certain exceptions, the Warrants may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")). However, the Warrants are being offered and sold outside the United States to non U.S. persons in reliance on Regulation S.

Investec Bank plc

Dealer

The date of this Base Prospectus is 20 May 2014.

HOW TO USE THIS BASE PROSPECTUS

Introduction – Types of Warrants

This Base Prospectus provides information about the following Warrants that may be issued under the Programme:

• i "Equity-Linked Warrants" (i.e. Warrants whose return is linked to a single share or a basket of shares);
• ii "Index-Linked Warrants" (i.e. Warrants whose return is linked to a single index or a basket of indices); and
• iii "Secured Warrants with Credit-Linkage" (i.e. Warrants which, in addition to being Equity-Linked Warrants or Index-Linked Warrants, are secured and whose return is linked, in part, to the credit of one or more financial institutions or corporations listed on a regulated exchange or a sovereign entity). Such Warrants are secured by security created by the Issuer over a pool of collateral (a "Collateral Pool"). Each Collateral Pool may secure one or more Series of Secured Warrants with Credit-Linkage, as specified in the relevant Final Terms.

The following roadmap indicates which parts of this Base Prospectus are particularly relevant for Warrants with each of these respective features.

Roadmap

Prospective investors are advised to read the parts of the Base Prospectus relevant to the type of Warrants they are contemplating investing in, as specified below.

Investment in:	Required reading:
Equity-Linked Warrants	1)	Front cover and "Important Notices" section
	2)	Part A
	3)	Part B
Index-Linked Warrants	1)	Front cover and "Important Notices" section
	2)	Part A
	3)	Part B
Any Secured Warrants	1)	Front cover and "Important Notices" section
with Credit-Linkage	2)	Part A
	3)	Part B
	4)	Part C

Definitions

In this Base Prospectus:

• i "Conditions" means the general terms and conditions which apply to all Warrants (as set out in Part A of this Base Prospectus);
• ii "Terms" means the relevant Settlement Provisions, the Terms for Single Share-Linked Warrants, the Terms for Basket Share-Linked Warrants, the Terms for Single Index-Linked Warrants, the Terms for Basket Index-Linked Warrants (each as set out in Part B of this Base Prospectus) and/or the Terms for Secured Warrants with

Credit-Linkage (as set out in Part C of this Base Prospectus), which will apply to particular Warrants if specified as applicable in the relevant Final Terms;

• iii "Terms and Conditions" means, as applicable, the Conditions and/or the Terms; and
• iv "Warrants" means the Equity-Linked Warrants, the Index-Linked Warrants and the Secured Warrants with Credit-Linkage.

Certain of such Terms and Conditions will only apply to particular Warrants if they are specified as being "Applicable" in the relevant Final Terms document ("Final Terms") and, conversely, will not apply to such Warrants if they are specified as being "Not Applicable" in the relevant Final Terms.

Other than as expressly defined in any other section of this Base Prospectus, words and expressions defined in the Terms and Conditions and the "Summary of Provisions Relating to the Warrants while in Global Form" have the same meanings in other all sections of this Base Prospectus.

Structure of this Base Prospectus

This Base Prospectus is divided into sections, each of which is briefly described below.

PART A

Important Notices sets out important information about the Issuer's responsibility for this Base Prospectus and provides information about its authorised use by financial intermediaries. Page vi

Summary provides an overview of the information included in this Base Prospectus, including information about the Issuer, the Warrants and the Programme, which the Issuer believes to be key to an assessment by a prospective investor considering an investment in the Warrants and indicates what further information will be provided in the Final Terms relating to a specific issuance of Warrants. Page 2

Risk Factors provides details of the principal risks associated with the Issuer and the Warrants. Page 27

Documents Incorporated by Reference provides details of documents which form part of this Base Prospectus and which are publicly available, but which are not set out in full in this Base Prospectus. Prospective investors are advised to review the information incorporated by reference into this Base Prospectus before deciding to invest in any Warrants issued under the Programme. Page 56

Description of the Warrants provides details of how an investment in the Warrants works, including a description of the main features of the Warrants and worked examples illustrating how returns on and payments under the Warrants are calculated. Page 57

General Terms and Conditions of the Warrants sets out the terms and conditions which govern all Warrants issued under the Programme. Page 85

Pro Forma Final Terms sets out a template of the "Final Terms", a document which will be filled out for each particular issuance of Warrants and which will contain information additional to the information in the Terms and Conditions of the Warrants which is not known at the time of publishing this Base Prospectus but which is relevant to the particular issuance of Warrants, including details of the Underlying and how payments under the Warrants will be calculated. Page 107

Summary of Provisions relating to the Form of the Warrants while in Global Form describes the form and features of the Warrants. Page 132

Use of Proceeds provides details of what the Issuer intends to do with the subscription monies it receives for the Warrants it issues. Page 135

Taxation provides a summary of the withholding tax position in relation to the Warrants in the United Kingdom and also provides information in relation to the EU Savings Directive and the proposed financial transaction tax. Page 136

Subscription and Sale sets out details of the arrangements between the Issuer and the Dealers as to the offer and sale of Warrants under the Programme and contains selling restrictions that are applicable in respect of the offer and sale of Warrants in particular jurisdictions. Page 139

General Information provides additional, general disclosure on the Programme and the Issuer not included in other sections of the Base Prospectus to be considered by prospective investors. Page 143

PART B

Further information relating to Equity-Linked Warrants/Index-Linked Warrants sets out further information relating to each type of Equity-Linked or Index-Linked Warrant, including descriptions and explanations of the different types of Warrant.	Page 145
Settlement Provisions sets out the formulae for calculating the amount payable upon exercise of each type of Equity-Linked or Index-Linked Warrant.	Page 147
Terms for Single Share-Linked Warrants sets out the additional terms and conditions relating to Warrants linked to a single share.	Page 162
Terms for Basket Share-Linked Warrants sets out the additional terms and conditions relating to Warrants linked to a basket of shares.	Page 173
Terms for Single Index-Linked Warrants sets out the additional terms and conditions relating to Warrants linked to a single index.	Page 185
Terms for Basket Index-Linked Warrants sets out the additional terms and conditions relating to Warrants linked to a basket of indices.	Page 194
PART C
Additional Terms and Conditions of the Secured Warrants with Credit-Linkage sets out the additional terms and conditions that apply to Secured Warrants with Credit-Linkage.	Page 216
INDEX OF DEFINED TERMS contains a list of the defined terms used in the Base Prospectus and indicates the page of the Base Prospectus on which the definition for each defined term can be found.	Page 225

IMPORTANT NOTICES

This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive.

Use of this Base Prospectus

This Base Prospectus has been prepared for the purposes of the public offering (including any offering which is a resale or final placement) of Warrants to any person in the United Kingdom and Ireland (the "Public Offer Jurisdictions") in circumstances where there is no exemption from the obligation under the Prospectus Directive to publish a prospectus. Any such offer is referred to in this Base Prospectus as a "Public Offer".

This Base Prospectus may only be used for the purposes for which it has been published.

Responsibility for information in the Base Prospectus

The Issuer accepts responsibility for the information contained in this Base Prospectus and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Base Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.

Except for Investec Bank plc (which as Issuer takes responsibility for this Base Prospectus as described above), no dealer (being the Issuer and any other person from time to time to whom Warrants are issued and who is appointed by the Issuer as a dealer under the Programme (each, a "Dealer" and together, the "Dealers")), nor Deutsche Trustee Company Limited (the "Trustee") have independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers or the Trustee as to the accuracy or completeness of the information contained or incorporated in this Base Prospectus or any other information provided by the Issuer in connection with the Programme. Neither the Dealers nor the Trustee accepts any liability in relation to the information contained or incorporated by reference in this Base Prospectus or any other information provided by the Issuer in connection with the Programme.

No person is or has been authorised by the Issuer, the Dealers or the Trustee to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other information supplied in connection with the Programme or the Warrants and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, any of the Dealers or the Trustee.

The Issuer accepts responsibility for the content of this Base Prospectus in relation to any person in the above Public Offer Jurisdictions (as defined above) to whom an offer of any Warrants is made by any financial intermediary to whom the Issuer has given its consent to use this Base Prospectus, where the offer is made during the period for which that consent is given and is in compliance with all other terms and conditions attached to the giving of the consent, all as mentioned in this Base Prospectus.

***********

The following section explains the circumstances in which the Issuer's consent to such use of this Base Prospectus is given.

Issuer's consent to use of this Base Prospectus

The Issuer gives its express consent, either as a "general consent" or as a "specific consent" as described below, to the use of the prospectus by a financial intermediary that satisfies the conditions applicable to the "general consent" or "specific consent", and accepts the responsibility for the content of the Base Prospectus, with respect to the subsequent resale or final placement of securities by such financial intermediary.

General consent: Subject to the "Common conditions to consent" set out below, the Issuer hereby grants its consent to the use of this Base Prospectus for the entire term of this Base Prospectus in connection with a Public Offer of any Tranche of Warrants by any financial intermediary in the Public Offer Jurisdictions which is authorised to make such offers under the Financial Services and Markets Act 2000, as amended, or other applicable legislation implementing Directive 2004/39/EC (the "Markets in Financial Instruments Directive") and publishes on its website the following statement (with the information in square brackets being completed with the relevant information):

"We, [insert legal name of financial intermediary], refer to the base prospectus (the "Base Prospectus") relating to warrants issued under the Structured Warrants Programme (the "Warrants") by Investec Bank plc (the "Issuer"). We agree to use the Base Prospectus in connection with the offer of the Warrants in [specify Public Offer Jurisdictions] in accordance with the consent of the Issuer in the Base Prospectus and subject to the conditions to such consent specified in the Base Prospectus as being the "Common conditions to consent"."

Specific consent: In addition, subject to the conditions set out below under "Common conditions to consent", the Issuer consents to the use of this Base Prospectus in connection with a Public Offer of any Tranche of Warrants by any financial intermediary who is named in the relevant Final Terms as being allowed to use this Base Prospectus in connection with the relevant Public Offer.

Any new information with respect to any financial intermediary or intermediaries unknown at the time of the approval of this Base Prospectus or after the filing of the relevant Final Terms and will be published on the Issuer's website (www.investecstructuredproducts.com).

Common conditions to consent: The conditions to the Issuer's consent are that such consent (a) is only valid in respect of the relevant Tranche of Warrants; (b) is only valid during the Offer Period specified in the relevant Final Terms; and (c) only extends to the use of this Base Prospectus to make Public Offers of the relevant Tranche of Warrants in the Public Offer Jurisdictions specified in the relevant Final Terms.

Accordingly, investors are advised to check both the website of any financial intermediary using this Base Prospectus and the website of the Issuer (www.investecstructuredproducts.com) to ascertain whether or not such financial intermediary has the consent of the Issuer to use this Base Prospectus.

In the event of an offer of Warrants being made by a financial intermediary, the financial intermediary will provide to investors the terms and conditions of the offer at the time the offer is made.

Risk warnings relating to this Base Prospectus

Neither this Base Prospectus nor any other information supplied in connection with the Programme or any Warrants should be considered as a recommendation by the Issuer or any of the Dealers or the Trustee that any recipient of this Base Prospectus or any other information supplied in connection with the Programme or any Warrants should purchase any Warrants. Each person (an "investor") intending to acquire or acquiring any Warrants from any person (an "Offeror") should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Base Prospectus nor any other information supplied in connection with the Programme or the issue of any Warrants constitutes an offer or invitation by or on behalf of the Issuer, any of the Dealers or the Trustee to any person to purchase any Warrants.

Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Warrants shall in any circumstances imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same. The Dealers and the Trustee expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the Programme or to advise any investor in the Warrants of any information coming to their attention. Prospective investors should review, amongst other things, the documents incorporated by reference into this Base Prospectus when deciding whether or not to purchase any Warrants.

Prospective investors considering acquiring any Warrants should understand the risks of transactions involving the Warrants and should reach an investment decision only after carefully considering, with their financial, legal, regulatory, tax, accounting and other advisers, the suitability of the Warrants in light of their particular circumstances (including without limitation their own financial circumstances and investment objectives and the impact the Warrants will have on their overall investment portfolio) and the information contained in this Base Prospectus and the relevant Final Terms. Prospective investors should consider carefully the risk factors set out under "Risk Factors" in this Base Prospectus.

This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Warrants in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Base Prospectus and the offer or sale of Warrants may be restricted by law in certain jurisdictions. The Issuer, the Dealers and the Trustee do not represent that this Base Prospectus may be lawfully distributed, or that any Warrants may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Dealers or the Trustee which is intended to permit a public offering of any Warrants or distribution of this Base Prospectus in a jurisdiction where action for that purpose is required other than in the United Kingdom and Ireland. Persons into whose possession this document or any Warrants come must inform themselves about, and observe, any such restrictions. Accordingly, no Warrants may be offered or sold, directly or indirectly, and neither this Base Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Base Prospectus or any Warrants may come must inform themselves about, and observe, any such restrictions on the distribution of this Base Prospectus and the offering and sale of Warrants. In particular, there are restrictions on the distribution of this Base Prospectus and the offer or sale of Warrants in the United States and the European Economic Area (including the United Kingdom) – see "Subscription and Sale".

Listing

Application has been made for the Warrants issued under the Programme to be admitted during the twelve months after the date of this Base Prospectus to listing on the Official List of the FCA and to trading on the Regulated Market of the London Stock Exchange plc (the "London Stock Exchange"). The relevant Final Terms will state whether or not the relevant Warrants are to be listed and/or admitted to trading on the London Stock Exchange. Investors should note that there can be a Public Offer of Warrants requiring the publication of a prospectus under the Prospectus Directive even if the Warrants are not to be listed and/or admitted to trading on the London Stock Exchange.

Interpretation

All references herein to "Sterling" and "£" are to the lawful currency of the United Kingdom, all references herein to "euro" and "€" are to the single currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended from time to time by the Treaty on European Union and all references herein to "U.S.\$" and "U.S. dollars" are to United States dollars.

PART A – INFORMATION RELATING TO ALL WARRANTS 2
SUMMARY 2
RISK FACTORS 27
DOCUMENTS INCORPORATED BY REFERENCE 56
DESCRIPTION OF THE WARRANTS 57
GENERAL TERMS AND CONDITIONS OF THE WARRANTS 85
PRO FORMA FINAL TERMS 107
SUMMARY OF PROVISIONS RELATING TO THE WARRANTS WHILE IN GLOBAL FORM 132
USE OF PROCEEDS 135
TAXATION 136
SUBSCRIPTION AND SALE 139
GENERAL INFORMATION 143
PART B – EQUITY-LINKED WARRANTS/INDEX-LINKED WARRANTS 145
FURTHER INFORMATION RELATING TO EQUITY-LINKED WARRANTS/INDEX-LINKED WARRANTS 145
SETTLEMENT PROVISIONS 147
TERMS FOR SINGLE SHARE-LINKED WARRANTS 162
TERMS FOR BASKET SHARE-LINKED WARRANTS 173
TERMS FOR SINGLE INDEX-LINKED WARRANTS 185
TERMS FOR BASKET INDEX-LINKED WARRANTS 194
PART C – ADDITIONAL TERMS AND CONDITIONS OF THE SECURED WARRANTS WITH CREDIT-LINKAGE 216
INDEX OF DEFINED TERMS 225

PART A – INFORMATION RELATING TO ALL WARRANTS

SUMMARY

Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in Sections A – E (A.1 – E.7).

This summary contains all the Elements required to be included in a summary for this type of securities and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case, a short description of the Element is included in the summary with the mention of "Not applicable".

		Section A – Introduction and Warnings
A.1	Introduction:	This summary must be read as an introduction to this Base Prospectus in relation to the Warrants and any decision to invest in the Warrants should be based on a consideration of this Base Prospectus, including the documents incorporated by reference herein, and this summary, as a whole.
		Where a claim relating to the information contained in this Base Prospectus is brought before a court in a Member State of the European Economic Area, the claimant may, under the national legislation of the Member State, be required to bear the costs of translating the Base Prospectus before the legal proceedings are initiated.
		Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this Base Prospectus or it does not provide, when read together with the other parts of this Base Prospectus, key information in order to aid investors when considering whether to invest in the Warrants.
A.2	Consent:	[The Issuer gives its express consent, either as a "general consent" or as a "specific consent" as described below, to the use of the Base Prospectus by a financial intermediary that satisfies the Conditions applicable to the "general consent" or "specific consent", and accepts the responsibility for the content of the Base Prospectus, with respect to the subsequent resale or final placement of securities by any such financial intermediary to retail investors in the United Kingdom and/or Ireland (the "Public Offer Jurisdictions") in circumstances where there is no exemption from the obligation under the Prospectus Directive to publish a prospectus (any such offer being a "Public Offer").]

[General consent: Subject to the "Common conditions to consent" set out below, the Issuer hereby grants its consent to the use of this Base Prospectus for the entire term of the Base Prospectus in connection with a Public Offer of any Tranche of Warrants by any financial intermediary in the Public Offer Jurisdictions which is authorised to make such offers under [the Financial Services and Markets Act 2000, as amended,] or other applicable legislation implementing Directive 2004/39/EC (the "Markets in Financial Instruments Directive") and publishes on its website the following statement (with the information in square brackets being completed with the relevant information):
"We, [insert legal name of financial intermediary], refer to the base prospectus (the "Base Prospectus") relating to warrants issued under the Structured Warrants Programme (the "Warrants") by Investec Bank plc (the "Issuer"). We agree to use the Base Prospectus in connection with the offer of the Warrants in [specify Public Offer Jurisdiction] in accordance with the consent of the Issuer in the Base Prospectus and subject to the conditions to such consent specified in the Base Prospectus as being the "Common conditions to consent"."]
[Specific consent: In addition, subject to the conditions set out below under "Common conditions to consent", the Issuer consents to the use of this Base Prospectus in connection with a Public Offer of any Tranche of Warrants by the following financial intermediaries, namely [ ][, [ ] and [ ]].]
[Any new information with respect to any financial intermediary or intermediaries unknown at the time of the approval of this Base Prospectus or after the filing of the relevant Final Terms will be published on the Issuer's website (www.investecstructuredproducts.com).]
[Common conditions to consent: The conditions to the Issuer's consent are that such consent (a) is only valid in respect of the relevant Tranche of Warrants; (b) is only valid during the Offer Period specified in the relevant Final Terms; and (c) only extends to the use of this Base Prospectus to make Public Offers of the relevant Tranche of Warrants in [specify Public Offer Jurisdictions].]
[Not applicable. The Issuer does not consent to the use of this Base Prospectus in circumstances where there is no exemption from the obligation under the Prospectus Directive to publish a prospectus as the Warrants will not be publicly offered.]
In the event of an offer of Warrants being made by a financial intermediary, the financial intermediary will provide to investors the terms and conditions of the offer at the time the offer is made.

	Section B – Issuer
B.1	Legal and commercial name of the Issuer:	The legal name of the issuer is Investec Bank plc (the "Issuer").
B.2	Domicile and legal form of the Issuer:	The Issuer is a public limited company registered in England and Wales under registration number 00489604. The liability of its members is limited.
		The Issuer was incorporated as a private limited company with limited liability on 20 December 1950 under the Companies Act 1948 and registered in England and Wales under registered number 00489604 with the name Edward Bates & Sons Limited. Since then it has undergone changes of name, eventually re-registering under the Companies Act 1985 on 23 January 2009 as a public limited company and is now incorporated under the name Investec Bank plc.
		The Issuer is subject to primary and secondary legislation relating to financial services and banking regulation in the United Kingdom, including, inter alia, the Financial Services and Markets Act 2000, for the purposes of which the Issuer is an authorised person carrying on the business of financial services provision. In addition, as a public limited company, the Issuer is subject to the UK Companies Act 2006.
B.4b	Trends:	The Issuer, in its unaudited consolidated interim financial information for the six months ended 30 September 2013 published on 21 November 2013, recorded a moderate decrease in operating profit before tax after non-controlling interests to £40.6 million for the six months ended 30 September 2013. The Issuer continued to focus on realigning its business model by building its non-banking revenue streams. The Issuer has maintained a strong capital and liquidity position with a tier 1 capital ratio of 11.1% and cash and near cash balances of £4.0 billion at 30 September 2013. Customer deposits decreased 2.3% to £11.1 billion with the ratio of core loans (excluding own originated securitized assets) to deposits improving from 68.2% to 68.8% at 30 September 2013. The Issuer's gearing ratio remains low with total assets to equity decreasing to 10.9 times at 30 September 2013 (31 March 2013: 11.4 times). The credit loss ratio was lower than the prior year at 1.12% and the Issuer expects this ratio to decrease further during the forthcoming financial year.*
		Regulatory uncertainties remain and the Issuer will continue to maintain excess levels of liquidity and capital until there is further clarity. The Issuer seeks to maintain an appropriate balance between revenue earned from operational risk businesses and revenue earned from financial risk businesses. This ensures that the Issuer is not over reliant on any one part of its business to sustain its activities and that it has a large recurring revenue base that enables it to navigate through varying cycles and to support its long-term growth objectives. The Issuer's current strategic objectives include increasing the proportion of its non-lending revenue base which it largely intends to achieve through the continued strengthening and development of its Wealth Management business.

		* All financial information in respect of the six month period ended 30 September 2013 has been prepared following the adoption of IFRS10 and IFRS13 on 1 April 2013. Comparative figures from 31 March 2013 contained in this Element B.4b (Trends) are taken from the unaudited half yearly financial report of the Issuer for the six month period ended 30 September 2013 which restated 31 March 2013 financial information as adjusted to reflect IFRS10 and IFRS13.
B.5	The group:	The Issuer is the main banking subsidiary of Investec plc, which is part of an international banking group with operations in three principal markets: the United Kingdom, Australia and South Africa. The Issuer also holds certain of the Investec group's UK and Australia based assets and businesses.
B.10	Audit Report Qualifications	Not applicable. There are no qualifications in the audit reports on the audited, consolidated financial statements of the Issuer and its subsidiary 31 March 2012 or 31 March 2013.	undertakings	for the	financial years	ended
B.12	Key Financial Information:	The selected financial information set out below has been extracted without material adjustment from the audited consolidated financial statements of the Issuer for the years ended 31 March 2012 and 31 March 2013 and the unaudited half yearly financial report of the Issuer for the six month period ended 30 September 2013 and the six month period ended 30 September 2012.
		Financial features		6 Months Ended		Year Ended
			30	30
			September 2013^	September 2012	31 March 2013	31 March 2012
			Unaudited	Unaudited
		Operating profit before amortisation of acquired intangibles, non-operating items, taxation and after non-controlling interests (£'000)	40,644	43,406	97,116	51,284
		Earnings attributable to ordinary shareholders (£'000)	12,901	18,187	42,076	18,745
		Costs to income ratio	77.5%	73.4%	75.3%	73.1%
		Total capital resources (including subordinated liabilities) (£'000)	2,572,140	2,539,351	2,593,359	2,369,408

Part A – Information Relating to all Warrants Summary and Risk Factors

		Total assets (£'000)	20,379,934	20,312,308	21,068,284	20,246,249
		Net core loans and advances (£'000)	8,146,846	7,738,192	8,236,777	7,712,000
		Customer accounts (deposits) (£'000)	11,104,836	11,435,582	11,426,647	11,103,365
		Cash and near cash balances (£'000)	3,999,973	4,640,028	4,542,615	4,484,747
		Funds under management (£'000)	25,533,000	22,818,000	25,054,000	14,219,000*
		Capital adequacy ratio	15.9%	16.7%	16.3%	16.8%
		Tier 1 ratio	11.1%	11.4%	11.1%	11.5%
		*Excluding the funds acquired from Evolution Group plc amounting to approximately
		£7.0 billion
		^ Key financial information in respect of the six month period ended 30 September 2013 has been prepared following the adoption of IFRS10 and IFRS13 on 1 April 2013. unaudited half yearly financial report of the Issuer for the six month period ended 30 September 2013.		For further details please see the section entitled "Restatements" in the
		There has been no significant change in the financial or trading position of the Issuer and its consolidated subsidiaries since 30 September 2013, being the end of the most recent financial period for which it has published financial statements.
		There has been no material adverse change in the prospects of the Issuer since the financial year ended 31 March 2013, the most recent financial year for which it has published audited financial statements.
B.13	Recent Events:	Not applicable. There have been no recent events particular to the Issuer which are to a material extent relevant to the evaluation of its solvency.
B.14	Dependence	The Issuer is a wholly owned subsidiary of Investec plc.
	upon other entities within the Group:	The Issuer and its subsidiaries form a UK-based group (the "Group"). subsidiaries and is accordingly dependent upon those members of the Group. The Issuer is not dependent on Investec plc.		The Issuer conducts part of its business through its

B.15	The Issuer's Principal Activities:	The principal business of the Issuer consists of Wealth & Investment and Specialist Banking. The Issuer is an international, specialist banking group and asset manager whose principal business involves provision of a diverse range of financial services and products to defined target markets and a niche client base in the United Kingdom, Australia and South Africa. As part of its business, the Issuer provides investment management services to private clients, charities, intermediaries, pension schemes and trusts as well as specialist banking services focusing on corporate advisory and investment activities, corporate and institutional banking activities and private banking activities.
B.16	Controlling Persons:	The whole of the issued ordinary and preference share capital of the Issuer is owned directly by Investec plc. The Issuer is not indirectly controlled.
B.17	Credit Ratings:	[The long-term senior debt of the Issuer has a rating of BBB- as rated by Fitch. This means that Fitch is of the opinion that the Issuer has a good credit quality and indicates that expectations of default risk are currently low.
		The long-term senior debt of the Issuer has a rating of Baa3 as rated by Moody's. This means that Moody's is of the opinion that the Issuer is subject to moderate credit risk, is considered medium-grade, and as such may possess certain speculative characteristics.
		The long-term senior debt of the Issuer has a rating of BBB+ as rated by Global Credit Rating. This means that Global Credit Rating is of the opinion that the Issuer [has adequate protection factors and is considered sufficient for prudent investment. However, there is considerable variability in risk during economic cycles).]

	Section C – Securities
C.1	Description of Type and Class of Securities:	Options: The Warrants are securities under which the holder thereof has the right, but not the obligation, to exercise the Warrants and to receive payment of an amount calculated by reference to the performance of an underlying asset.
		Issuance in series: The Warrants will be issued in series ("Series") which may comprise one or more tranches ("Tranches") issued on different issue dates. The Warrants of each tranche of the same series will all be subject to identical terms, except for the issue dates and/or issue prices of the respective Tranches.
		[The Warrants are issued as Series number [•], Tranche number [•]].
		Form of Warrants: The relevant Final Terms will specify whether the relevant Warrants will be issued in certificated registered form ("Registered Warrants") or in uncertificated registered form ("Uncertificated Registered Warrants"). Registered Warrants will not be exchangeable for Uncertificated Registered Warrants and vice versa.
		[The Warrants are issued in [certificated registered form/uncertificated registered form.]
		[Uncertificated Registered Warrants will be held in uncertificated form in accordance with the Uncertificated Securities Regulations 2001, including any modification or re-enactment thereof for the time being in force (the "Regulations"). The Uncertificated Registered Warrants will be participating securities for the purposes of the Regulations. Title to the Uncertificated Registered Warrants will be recorded on the relevant Operator register of corporate securities (as defined in the Regulations) and the relevant "Operator" (as such term is used in the Regulations) is Euroclear UK and Ireland Limited ("Euroclear UK and Ireland") (formerly known as CRESTCo Limited) or any additional or alternative operator from time to time approved by the Issuer and the relevant registrar and in accordance with the Regulations. Warrants in definitive registered form will not be issued either upon issue or in exchange for Uncertificated Registered Warrants].
		Security Identification Number(s): The following security identification number(s) will be specified in the Final Terms.
		[ISIN Code: [•]]
		[Common Code: [•]]
		[Sedol: [•]]
C.2	Currency of the Securities Issue:	Currency: Subject to any applicable legal or regulatory restrictions, the Warrants may be issued in any currency (the "Specified Currency").
		[The Specified Currency of the Warrants is [•]]
C.5	Free Transferability:	Not applicable. The Warrants are freely transferable. However, applicable securities laws in certain jurisdictions impose restrictions on the offer and sale of the Warrants and accordingly the Issuer and the dealers have agreed restrictions on the offer, sale and delivery of the

		Warrants in the United States, the European Economic Area, Isle of Man, South Africa, Guernsey and Jersey, and such other restrictions as may be required in connection with the offering and sale of a particular Tranche of Warrants in order to comply with relevant securities laws.
C.8	The Rights Attaching to the Securities, including Ranking and Limitations to those Rights:	The Warrants are securities which will entitle the holder thereof, on exercise, to receive a Cash Settlement Amount that will be determined by reference to the value of an underlying instrument. [Status: The Warrants are unsecured. The Warrants will constitute direct, unconditional, unsubordinated unsecured obligations of the Issuer that will rank pari passu among themselves and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the Issuer from time to time outstanding.]
		[Security and Credit-Linkage: The Warrants are secured and linked to the credit of one or more financial institutions or corporations listed on a regulated exchange or a sovereign entity (the "Secured Warrants with Credit-Linkage"). The Secured Warrants with Credit-Linkage constitute direct, unconditional, unsubordinated secured obligations of the Issuer that will rank pari passu among themselves. The Issuer will create security over a pool of collateral ("Collateral Pool") to secure its obligations in respect of the Secured Warrants with Credit-Linkage. The Collateral Pool secures [this Series of Warrants only / more than one Series of Secured Warrants with Credit-Linkage]].
		Units: The Warrants will be issued in Units comprising [one] [ ] Warrant[s].
		Taxation: All payments in respect of the Warrants will be made without deduction for or on account of withholding taxes imposed by the United Kingdom unless such withholding or deduction is required by law. In the event that any such deduction is made, [the Issuer will not be required to pay any additional amounts in respect of such withholding or deduction / the Issuer will pay additional amounts in respect of such withholding or deduction, subject to exemptions].
		Governing Law: English law
C.11	Listing and Trading:	This document has been approved by the FCA as a base prospectus in compliance with the Prospectus Directive and relevant implementing measures in the United Kingdom for the purpose of giving information with regard to the Warrants issued under the Programme described in this Base Prospectus during the period of twelve months after the date hereof.
		[Application has also been made for Warrants issued under the Programme to be admitted during the twelve months after the date hereof to listing on the Official List of the FCA and to trading on the Regulated Market of the London Stock Exchange plc (the "London Stock Exchange").]
		[[No] Application will be made for this Series of Warrants to be admitted to listing on the Official List of the FCA [and to] [nor] trading on the London Stock Exchange [effective as of [•]].]

C.15	Effect of value of underlying instruments:	The return on the Warrants is linked to the performance of an underlying [index (being [the FTSE® 100 Index, the FTSE® All-World Index, the S& Index, the EuroSTOXX® Index, the MSCI® World Index, the MSCI® Emerging Markets Index, the HSCEI Index, the DAX Index, the S&P ASX 200 (AS51) Index, the CAC 40 Index, the Nikkei, the TOPIX, the JSE Top40 Index, the Finvex Sustainable Efficient Europe 30 Price Index, the BNP Paribas SLI Enhanced Absolute Return Index or the EURO 7 ™ Low Volatility Index] / [single share] / [a basket of [shares/indices]] specified below (the "Underlying")). The value of the Underlying is used to calculate the cash settlement amount payable in respect of the relevant Warrants (the "Cash Settlement Amount") and accordingly affects the return (if any) on the Warrants:
		[Share Issuer]	[Name description Shares ISIN Number)]	and short of (including	[Weighting]
		[Index / Exchange]		[Weighting]
		Valuation Date") the averaging Dates")][during the Averaging Period")] specified below] Exercise Date"):]	the performance dates (the averaging	of "Early period	[If on one of the dates specified below (the "Early Exercise the Underlying][If the arithmetic average of the performance of the Underlying [on each of Exercise Averaging (the "Early Exercise is greater than the level specified (the "Early Exercise Level"), the Warrants will be exercisable at the amount specified below (the "Early Exercise Cash Settlement Amount") on a date prior to expiry (the "Early
		[Early Exercise Valuation Date*	Early Exercise Date	Early Exercise Cash Settlement Amount	Early Exercise Level
		[•]	[•]	[•] per cent. of Issue Price	[•] per cent. of Initial [Index Level][Share Price]
		[*Provided that if the Early Exercise Valuation Date is not a Scheduled Trading Day, the immediately preceding Scheduled Trading Day shall be the Early Exercise Valuation Date.
		Early Exercise Valuation Date*	Early Exercise Averaging Dates	Early Exercise Averaging Start Date	Early Exercise Averaging End Date
		[•]	[•] [Early Exercise Valuation Date] [Early Exercise Period Applies]	[[•]/Not applicable] [the [•] Scheduled Trading Day prior to the Early Exercise End Date]	[[•]/Not applicable]

		[Early Exercise Valuation		Early Exercise Averaging Period
		Date
		[•]		[Each date from and including [•] (the "Early Exercise Averaging Start Date") and to and including •] [[•] and the [•] Scheduled Trading Days prior to [•] [which are Scheduled Trading Days in respect of each [Exchange]/[Index].]
				The market price or value of the Warrants at any time is expected to be affected by changes in the value of the Underlying [and the likelihood of the occurrence of a credit event in relation to [•] (the "Reference Entities" or "Reference Entity")].
		("ISDA") Entity/Entities	in respect	[If [one or more of] the Reference Entity/Entities becomes insolvent, defaults on its payment obligations or is the subject of governmental intervention or a restructuring of its debt obligations in a manner that is detrimental to creditors, the value of the Warrants will be linked to a recovery rate determined by reference to an auction coordinated by the International Swaps and Derivatives Association, Inc. of certain obligations of the Reference or, in certain circumstances, including if such an auction is not held, a market price as determined by Investec Bank plc in its capacity as calculation agent (the "Calculation Agent"). Details regarding ISDA auctions can be obtained as of the date hereof on ISDA's website, which is currently [www.isda.org]/[•].]
C.16	Expiration or maturity date:			The Expiry Date of the Warrants is [•].
C.17	Settlement procedure:			The Warrants will be cash-settled.
C.18	Return on			Amounts payable on exercise of the Warrants
	securities:		Settlement Amount (if any).	The Warrants are non-interest bearing and, as such, the only amounts payable in relation to the Warrants will be the Cash The Cash Settlement Amount of the Warrants will depend on the performance of the relevant Underlying and on which one of a number of settlement provisions ("Settlement Provisions") apply to such Warrant. There are different Settlement Provisions for each of the following types of Warrant:
		Put Warrants:
				Protection Put Warrant Settlement Provisions
				Put Warrant Downside 1 Settlement Provisions
				Put Warrant Downside 2 Settlement Provisions
		Call Warrants:
				Full Digital Call Warrant Settlement Provisions
				Full Growth Call Warrant Settlement Provisions
				Growth Call Warrant 1 Settlement Provisions
				Digital Call Warrant 1 Settlement Provisions
				Growth Call Warrant 2 Settlement Provisions

	 Digital Call Warrant 2 Settlement Provisions
	 Kick-out Call Warrant Settlement Provisions
	Other than the "Full Digital Call Warrant", the "Full Growth Call Warrant" and the "Kick-out Call Warrant", Warrants will be issued in pairs. In this case, in each pair, one of the Warrants will be a 'Put Warrant' and one will be a 'Call Warrant'. Each Warrant in a pair will be exercisable independently of the other Warrant in the pair.
	Together, a Put Warrant and Call Warrant provide investors with the applicable element of protection (as specified in the relevant Final Terms) in the event of a depreciation of the Underlying and exposure to any appreciation of the Underlying which may be subject to a cap (if specified as applicable in the relevant Final Terms) and/or multiplied by a gearing (if specified as applicable in the relevant Final Terms).
	The Cash Settlement Amount of the Warrants will depend which pair of Warrants or (in the case of the Full Digital Call Warrant, the Full Growth Call Warrant and the Kick-Out Call Warrant) which type of Warrant has been purchased and will be one of the following:
	[Digital Call Warrant 1 and Protection Put Warrant:
	The Cash Settlement Amounts payable at expiry for Digital Call Warrant 1 and Protection Put Warrant are as follows:
	Scenario A –Digital Return
	If at expiry the level or price of the Underlying is greater than a specified percentage of the initial level or price of the Underlying, an investor will receive their initial investment multiplied by a specified percentage return.
	Scenario B – Return of Investment
	If at expiry the level or price of the Underlying is less than or equal to a specified percentage of the initial level or price of the Underlying (as applicable), an investor will receive an amount equal to its initial investment with no additional return.]
	[Growth Call Warrant 1 and Protection Put Warrant:
	The Cash Settlement Amounts payable at expiry for Growth Call Warrant 1 and Protection Put Warrant are as follows:
	Scenario A – Growth Return
	If at expiry the level or price of the Underlying is greater than a specified percentage of the initial level or price of the Underlying, an investor will receive their initial investment plus a percentage based on the difference between the final level or price of the Underlying, and the initial level or price of the Underlying (as applicable); this additional return may be subject to a cap (i.e. maximum amount) or gearing (i.e. a percentage by which any change in the level or price of the Underlying is multiplied).

Scenario B – Return of Investment
If at expiry the level or price of the Underlying is less than or equal to a specified percentage of the initial level or price of the Underlying (as applicable), an investor will receive an amount equal to its initial investment with no additional return.]
[Digital Call Warrant 2 and Put Warrant Downside 1:
The Cash Settlement Amounts payable at expiry for Digital Call Warrant 2 and Put Warrant Downside 1 are as follows:
Scenario A – Digital Return
If at expiry the level or price of the Underlying is greater than a specified percentage of the initial level or price of the Underlying, an investor will receive their initial investment multiplied by a specified percentage return.
Scenario B – Return of Investment
If at expiry either:
 the level or price of the Underlying is less than or equal to a specified percentage of the initial level or price of the Underlying and greater than or equal to the initial level or price of the Underlying; or
 the level or price of the Underlying is less than the initial level or price of the Underlying and the "Barrier Condition"* is satisfied,
an investor will receive an amount equal to its initial investment with no additional return.
Scenario C – Loss of Investment
If at expiry the level or price of the Underlying is less than the initial level or price of the Underlying (as applicable) and the "Barrier Condition" is not satisfied, an investor's investment will be reduced by an amount linked to the downside performance of the Underlying.
*The "Barrier Condition" is satisfied where the Underlying has not fallen below a specified percentage of the initial level or price of the Underlying either: (i) at any time during the period specified in the relevant Final Terms or (ii) on a particular date or dates specified in the relevant Final Terms.]
[Growth Call Warrant 2 and Put Warrant Downside 1:
The Cash Settlement Amounts payable at expiry for Growth Call Warrant 2 and Put Warrant Downside are as follows:

Scenario A – Growth Return
If at expiry the level or price of the Underlying is greater than a specified percentage of the initial level or price of the Underlying, an investor will receive their initial investment plus a percentage based on the difference between the final level or price of the Underlying, and the initial level or price of the Underlying (as applicable); this additional return may be subject to a 'cap' (i.e. maximum amount) or 'gearing' (i.e. a percentage by which any change in the level or price of the Underlying is multiplied).
Scenario B – Return of Investment
If at expiry either:
 the level or price of the Underlying is less than or equal a specified percentage of the initial level or price of the Underlying and greater than or equal to the initial level or price of the Underlying; or
 the level or price of the Underlying is less than the initial level or price of the Underlying and the "Barrier Condition"* is satisfied,
an investor will receive an amount equal to its initial investment with no additional return.
Scenario C – Loss of Investment
If at expiry the level or price of the Underlying is less than the initial level or price of the Underlying (as applicable) and the "Barrier Condition"* is not satisfied, an investor's investment will be reduced by an amount linked to the downside performance of the Underlying.
*The "Barrier Condition" is satisfied where the Underlying has not fallen below a specified percentage of the initial level or price of the Underlying either: (i) at any time during the period specified in the relevant Final Terms or (ii) on a particular date or dates specified in the relevant Final Terms.]
[Digital Call Warrant 2 and Put Warrant Downside 2:
The Cash Settlement Amounts payable at expiry for Digital Call Warrant 2 and Put Warrant Downside 2 are as follows:
Scenario A – Digital Return
If at expiry the level or price of the Underlying is greater than a specified percentage of the initial level or price of the Underlying, an investor will receive their initial investment multiplied by a specified percentage return.
Scenario B – Return of Investment
If at expiry the level or price of the Underlying is less than or equal to a specified percentage of the initial level or price of the Underlying and greater than or equal to a specified level or price of the Underlying, an investor will receive an amount equal to its initial investment with no additional return.

Scenario C – Loss of Investment
If at expiry the level or price of the Underlying is less than a specified level or price of the Underlying, an investor's investment will be reduced by an amount linked to the downside performance of the Underlying between two specified levels or prices of the Underlying.]
[Growth Call Warrant 2 and Put Warrant Downside 2:
The Cash Settlement Amounts payable at expiry for Growth Call Warrant 2 and Put Warrant Downside 2 are as follows:
Scenario A – Growth Return
If at expiry the level or price of the Underlying is greater than a specified percentage of the initial level or price of the Underlying, an investor will receive their initial investment plus a percentage based on the difference between the final level or price of the Underlying, and the initial level or price of the Underlying (as applicable); this additional return may be subject to a 'cap' (i.e. maximum amount) or 'gearing' (i.e. a percentage by which any change in the level or price of the Underlying is multiplied).
Scenario B – Return of Investment
If at expiry the level or price of the Underlying is less than or equal to a specified percentage of the initial level or price of the Underlying and greater than or equal to a specified level or price of the Underlying, an investor will receive an amount equal to its initial investment with no additional return.
Scenario C – Loss of Investment
If at expiry the level or price of the Underlying is less than a specified level or price of the Underlying, an investor's investment will be reduced by an amount linked to the downside performance of the Underlying between two specified levels or prices of the Underlying.]
[Full Digital Call Warrant:
The Cash Settlement Amounts payable at expiry for the Full Digital Call Warrant are as follows:
Scenario A – Digital Return
If at expiry the level or price of the Underlying is greater than a specified percentage of the initial level or price of the Underlying, an investor will receive their initial investment multiplied by a specified percentage return.
Scenario B – Return of Investment
If at expiry the level or price of the Underlying is less than or equal to a specified percentage of the initial level or price of the Underlying and greater than or equal to the initial level or price of the Underlying, an investor will receive an amount equal to its initial investment with no additional return.

Scenario C – Loss of Investment
If at expiry the level or price of the Underlying is less than the initial level or price of the Underlying, an investor will receive its initial investment reduced by an amount linked to the downside performance of the Underlying; this downside performance may be subject to 'gearing' (i.e. a percentage by which any change in the level or price of the Underlying is multiplied).]
[Full Growth Call Warrant:
The Cash Settlement Amounts payable at expiry for the Full Growth Call Warrant are as follows:
Scenario A – Growth Return
If at expiry the level or price of the Underlying is greater than a specified percentage of the initial level or price of the Underlying, an investor will receive their initial investment plus a percentage based on the difference between the final level or price of the Underlying, and the initial level or price of the Underlying (as applicable); this additional return may be subject to a 'cap' (i.e. maximum amount) or 'gearing' (i.e. a percentage by which any change in the level or price of the Underlying is multiplied),
Scenario B – Return of Investment
If at expiry the level or price of the Underlying is less than or equal to a specified percentage of the initial level or price of the Underlying and greater than or equal to the initial level or price of the Underlying, an investor will receive an amount equal to its initial investment with no additional return.
Scenario C – Loss of Investment
If at expiry the level or price of the Underlying is less than the initial level or price of the Underlying, an investor will receive its initial investment reduced by an amount linked to the downside performance of the Underlying; this downside performance may be subject to 'gearing' (i.e. a percentage by which any change in the level or price of the Underlying is multiplied).]
[Kick-Out Call Warrant
These Warrants have the potential for early exercise (kick out) on a certain date or dates prior to expiry specified in the Final Terms, depending on the level or price of the Underlying at that time. If the Warrants kick out early an investor will receive a return of their initial investment plus a fixed percentage payment.
If there has been no kick out, the return on the Warrants at expiry will be based on the performance of an Underlying, and in certain circumstances this may result in the investor receiving an amount less than their initial investment.

The potential payouts at expiry for the Kick-Out Call Warrant are as follows:
Scenario A – Upside Return or Digital Return
If at expiry the level or price of the Underlying is greater than a specified percentage of the initial level or price of the Underlying, an investor will receive either:
 "Growth Return" being their initial investment plus a percentage based on the difference between the final level or price of the Underlying, and the initial level or price of the Underlying (as applicable); this additional return may be subject to a cap (i.e. maximum amount) or gearing (i.e. a percentage by which any change in the level or price of the Underlying is multiplied; or
 "Digital Return" being their initial investment multiplied by a specified percentage return
Scenario B – Return of Investment
If at expiry either:
 the level or price of the Underlying is less than or equal a specified percentage of the initial level or price of the Underlying and greater than or equal to the initial level or price of the Underlying; or
 the level or price of the Underlying is less than the initial level or price of the Underlying and the "Barrier Condition"* is satisfied,
an investor will receive an amount equal to its initial investment with no additional return.
Scenario C – Loss of Investment
If at expiry the level or price of the Underlying is less than the initial level or price of the Underlying (as applicable) and the "Barrier Condition"* is not satisfied, an investor's investment will be reduced by an amount linked to the downside performance of the Underlying.
*The "Barrier Condition" is satisfied where the Underlying has not fallen below a specified percentage of the initial level or price of the Underlying either: (i) at any time during the period specified in the relevant Final Terms or (ii) on a particular date or dates specified in the relevant Final Terms.]

		[Secured Warrants with Credit Linkage: The Warrants are linked to the credit of [•] (the "Reference [Entity/Entities]"). If a credit event (broadly speaking if such Reference Entity/Entities becomes insolvent, defaults on its payment obligations or is the subject of governmental intervention or a restructuring of its debt obligations in a manner that is detrimental to creditors) occurs in respect of the Reference Entity/Entities, then the Cash Settlement Amount which would otherwise be payable in respect of the Warrants will be reduced. The Cash Settlement Amount payable in respect of the credit event in relation to the Reference Entity/Entities will be will be linked to a recovery rate determined by reference to an auction coordinated by ISDA in respect of certain obligations of the Reference Entity/Entities or, in certain circumstances, including if such an auction is not held, a market price as determined by the Calculation Agent.]
C.19	Exercise price or final reference price of the underlying:	Each Warrant, upon exercise, entitles the holder thereof to receive from the Issuer, on the Cash Settlement Amount Payment Date, being the day which is two business days immediately following the date on which such Warrant is exercised, an amount based on the performance of the relevant Underlying and calculated in accordance with the relevant Final Terms (the "Cash Settlement Amount").
		The determination of the performance of [the relevant index/share/basket of indices/basket of shares] will be carried out by the Calculation Agent, being [•] [share/basket of indices/basket of shares] as at the valuation time specified in the Final Terms (the "Valuation Time")] [,as applicable] [published on [•]].
		The initial [level/price] of the Underlying will be the [arithmetic average of the] [lowest] [official] [closing] [level/price] [as at the Valuation Time] [on each initial averaging date] [on the Issue Date] [on each scheduled trading day in the period from and including an initial date to and including the final date].
		[The final [level/price] of the Underlying] [the level/price of the Underlying used to determine the whether or not an early exercise is applicable] will be the [arithmetic average of the] [the highest] [official] [closing] [level/price] as at the Valuation Time] [on each [final/early exercise] averaging date] [on each scheduled trading day in the period from and including the final/ early exercise averaging start date to and including the final/early exercise averaging end date] [on the final exercise valuation date].]
		The determination of the Cash Settlement Amount of the Warrants will be carried out by the Calculation Agent, being [•].
		[The determination of the recovery rate, being a rate that an investor in the certain obligations of the relevant Reference Entity/Entities would be likely to recover in the event of a Credit Event in respect of the relevant Reference Entity/Entities, determined by reference to an auction coordinated by ISDA in respect of such obligations of the Reference Entity/Entities or, in certain circumstances, including if such an auction is not held, a market price will be made by the Calculation Agent.]

Part A – Information Relating to all Warrants Summary and Risk Factors

C.20	Type of the underlying:	[Share Issuer]	[Name and short description of Shares (including ISIN Number)]	[Weighting]	Where information can be obtained about the past and the further performance of the share
				OR
		[Index / Exchange]		[Weighting]	Where information can be obtained about the past and the further performance of the [index/ exchange]

	Section D – Risks
D.2	Key risks	The following are the key risk applicable to the Issuer:
	specific to the issuer:	The Issuer's businesses, earnings and financial condition may be affected by the instability in the global financial markets and economic crisis in the eurozone: The performance of the Issuer may be influenced by the economic conditions of the countries in which it operates, particularly the UK and Australia. The outlook for the global economy is uncertain, in particular in European markets due to sovereign debt and speculation around the future of the euro. These market conditions have exerted downward pressure on asset prices and on availability and cost of credit for financial institutions and will continue to impact the credit quality of the Issuer's customers and counterparties. The Issuer may experience increased funding costs and find continued participation in certain markets more challenging. The risk of one or more countries leaving the euro may also have an impact on the Issuer's UK market. Such conditions may cause the Issuer to incur losses, experience reductions in business activity, find continued participation in certain markets more challenging, and experience increased funding costs and funding pressures, lower share prices, decreased asset values, additional write-downs and impairment charges and lower profitability.
		The precise nature of all the risks and uncertainties the Issuer faces as a result of current economic conditions cannot be predicted and many of these risks are outside the control of the Issuer and materialisation of such risks may adversely affect the Issuer's financial condition and results of operations.
		The Issuer's business performance could be affected if its capital resources and liquidity are not managed effectively: The Issuer's capital and liquidity is critical to its ability to operate its businesses, to grow organically and to take advantage of strategic opportunities.
		The Issuer is required by regulators in the UK, Australia and other jurisdictions to maintain adequate capital and liquidity. Proposals relating to Basel III, the Capital Requirements Directive IV and those of the UK Independent Commission on Banking are likely to impact the management methods of the Issuer in relation to liquidity and capital resources and may also increase the costs of doing business. Any onerous regulatory requirements introduced by regulators could result in inefficiencies in the Issuer's balance sheet structure which may adversely impact the Issuer's profitability and results. Any failure to maintain any increased regulatory capital requirements or to comply with any other requirements introduced by regulators could result in intervention by regulators or the imposition of sanctions, which may have a material adverse effect on the Issuer's profitability and results.

		The maintenance of adequate capital and liquidity is also necessary for the Issuer's financial flexibility in the face of any turbulence and uncertainty in the global economy. Extreme and unanticipated market circumstances, similar to those experienced in the recent global financial crisis and situations arising from a further deterioration in the Eurozone, may cause exceptional changes in the Issuer's markets, products and other businesses. Any exceptional changes that limit the Issuer's ability effectively to manage its capital resources could have a material adverse impact on the Issuer's profitability and results. If such exceptional changes persist, the Issuer may not have sufficient financing available to it on a timely basis or on terms that are favourable to it to develop or enhance its businesses or services, take advantage of business opportunities or respond to competitive pressures. The Issuer has significant exposure to third party credit risk: The Issuer is exposed to the risk that if third parties which owe the Issuer money, securities or other assets become unable to perform their obligations, the Issuer's funding will be affected. The resulting risk to Investors is that Investors may suffer a loss on their investment if the Issuer is unable to perform its payment obligations under any Warrants it issues.
D.3	Key risks specific to the securities:	Warning: Investors are advised to note that, under certain circumstances, they may suffer a total or partial loss of their initial investment.
		The Warrants that may be issued under the Programme are:
		Put Warrants:
		 Protection Put Warrant
		 Put Warrant Downside 1
		 Put Warrant Downside 2
		Call Warrants:
		 Full Digital Call Warrant
		 Full Growth Call Warrant
		 Growth Call Warrant 1
		 Digital Call Warrant 1
		 Growth Call Warrant 2
		 Digital Call Warrant 2
		 Kick-Out Call Warrant
		The return on the Warrants may be linked to a share or basket of shares ("Equity-Linked") or to an index or basket of indices ("Index-Linked"), each such index, share, basket of shares or basket of indices being the "Underlying".
		Below is a description of the risks that may be applicable to some or all of the types of Warrant issuable under the Programme.

	The following are the key risks applicable to the Warrants:
	Capital at Risk: A single Warrant does not provide full capital protection.
	The value of the Warrants issuable under the Programme prior to expiry depends on a number of factors including the performance of the applicable Underlying. A deterioration in the performance of the Underlying may result in a total or partial loss of the investor's investment in the Warrants.
	As such Warrants are not capital protected, there is no guarantee that the return on such a Warrant will be greater than or equal to the amount invested in the Warrants initially or that an investor's initial investment will be returned. As a result of the performance of the relevant Underlying, an investor may lose all of their initial investment.
	Unlike an investor investing in a savings account or similar investment, where an investor may typically expect to receive a low return but suffer little or no loss of their initial investment, an investor investing in Warrants which are not capital protected may expect to potentially receive a higher return but may also expect to potentially suffer a total or partial loss of their initial investment.]
	[Return linked to performance of the relevant Underlying: The return on the Warrants is calculated by reference to the performance of the Underlying. Poor performance of the relevant Underlying could result in investors, at best, forgoing returns that could have been made had they invested in a different product or, at worst, losing some or all of their initial investment.]
	[Downside risk: Since the Warrants are not capital protected, if at expiry the level or price of the relevant Underlying is less than or equal to a specified level or price, investors may lose their right to return of all their principal at expiry and may suffer a reduction of their capital in proportion (or, if the Warrants are subject to "gearing", a proportion multiplied by a specified factor) with the decline of the Underlying level or price of the relevant Underlying, in which case investors would be fully exposed to any downside of the relevant Underlying during such specified period].
	[Gearing: Warrants in respect of which the formulae for calculating the return specified in the Final Terms includes "gearing" have a geared exposure to the Underlying (i.e. any change in the level or price of the Underlying will be multiplied by a specified percentage). Positive geared exposure results in the effect of small price movements being magnified and may lead to proportionally greater losses in the value of and return on the Warrants as compared to an ungeared exposure.]
	[Since the gearing factor specified in the relevant Final Terms is greater than 100%, if market conditions change, the value of the Warrants will be more volatile than if there was no gearing.]
	[Since the gearing factor specified in the relevant Final Terms is less than 100%, investors will have a reduced exposure to the performance of the Underlying and may receive lower returns than if their exposure to the Underlying was at 100% or more.]

[Capped return: The return on the Warrants is capped. In such circumstances, the exposure to the upside performance of the relevant Underlying is limited. Accordingly, investors could forgo returns that could have been made had they invested in a product without a similar cap.] [Tax: Warrantholders will be liable for and/or subject to any taxes,
including withholding tax, payable in respect of the Warrants.]
[Key risks specific to Secured Warrants with Credit-Linkage]
[Security may not be sufficient to meet all payments: Any net proceeds realised upon enforcement of any security granted by the Issuer over a pool of collateral ("Collateral Pool") will be applied in or towards satisfaction of the claims of, among others, the security trustee and any appointee and/or receiver appointed by the security trustee in respect of the Secured Warrants with Credit-Linkage before the claims of the holders of the relevant Secured Warrants with Credit-Linkage. Since the net enforcement proceeds may not be sufficient to meet all payments in respect of the Secured Warrants with Credit-Linkage, investors may suffer a loss on their investment.]
[Collateral Pool may secure more than one series of secured Warrants: A Collateral Pool may secure the Issuer's obligations with respect to more than one series of Secured Warrants with Credit-Linkage and an event of default under the Warrants with respect to any one series of Secured Warrants with Credit-Linkage secured by such Collateral Pool may trigger the early cancellation of all other series that are secured by the same Collateral Pool in order for the security over the entire Collateral Pool to be enforced. Such cross-default may, among other things, result in losses being incurred by holders of the Secured Warrants with Credit-Linkage which would not otherwise have arisen.]
[Credit-Linkage: The Warrants are linked to the credit of the [•] (the "Reference [Entity/Entities]") (the "Secured Warrants with Credit-Linkage"). If a Reference Entity becomes insolvent, defaults on its payment obligations or is the subject of governmental intervention or a restructuring of its debt obligations in a manner that is detrimental to creditors, then the Cash Settlement Amount which would otherwise be payable will be reduced. There is a risk that an investor in the Secured Warrants with Credit-Linkage may receive considerably less than the amount paid by such investor, regardless of any positive performance in the Underlying. If all of the Reference Entities become insolvent, default on their payment obligations or become the subject of governmental intervention or such restructuring, an investor's return on the Secured Warrants with Credit-Linkage may be zero.

	Recovery Rate in Secured Warrants with Credit-Linkage: The Cash Settlement Amount payable if the Reference Entity/Entities becomes insolvent, defaults on its payment obligations or is the subject of governmental intervention or a restructuring of its debt obligations in a manner that is detrimental to creditors will be determined by reference to the recovery rate for such Reference Entity/Entities, determined by reference to an auction coordinated by ISDA in respect of certain obligations of the Reference Entity/Entities or, in certain circumstances, including if such an auction is not held, a market price as determined by the Calculation Agent. (the "Recovery Rate"). There is a risk that the return payable to an investor in a Secured Warrant with Credit-Linkage may be different from the return that investors would have received had they been holding a particular debt instrument issued by the Reference Entity/Entities.]
	[Postponement in payment of Cash Settlement Amount – Credit-Linkage: Each Warrant will be settled on its scheduled Cash Settlement Amount Payment Date except that, if the Recovery Rate cannot be determined by the Calculation Agent by the scheduled Cash Settlement Amount Payment Date, payment of the Cash Settlement Amount in respect of such Warrant may be delayed. The date when payment of the Secured Warrant with Credit-Linkage is to be made by the Issuer may fall after the Warrant's scheduled expiry date. Payment of the Cash Settlement Amount may be delayed by up to 60 calendar days plus five business days.]
	[Substitution of Posted Collateral: Collateral posted as security for the Issuer's obligations under the Warrants may, at the Issuer's request, be substituted for other items of collateral "Eligible Collateral" provided that on the date of transfer the bid price of the new collateral is equal to or exceeds the bid price of the original collateral. Any such substitution request is subject to (a) verification by the entity appointed as the verification agent (the "Verification Agent") that the new item of collateral is Eligible Collateral; and (b) approval by the Trustee. However, neither the Verification Agent nor the Trustee is obliged to confirm that the bid price of the new item of Eligible Collateral is equal to or exceeds the bid price of the original item of posted collateral. Following any such substitution, the market value of the new item of Eligible Collateral may fall below the value of the original item of posted collateral, and the net proceeds realised upon enforcement of the relevant Collateral Pool may therefore be less than if no such substitution had been made.]

		Section E – Offer
E.2b	Reasons for the Offer and Use of Proceeds:	Not applicable. The use of proceeds is to make a profit and/or hedge risks.
E.3	Terms and	[The Warrants will be offered to retail investors in [•].
	Conditions of the Offer:	(i) Offer Price: [The offer price for the Warrant is [•] per Warrant] / [The offer price is the Issue Price. ]
		(ii) Offer Period: The offer period for the Warrants will commence on [•] and end on [•].
		(iii) Conditions to which the offer is subject: [•]
		(iv) Description of the application process: [•]
		(v) Details of the minimum and/or maximum amount of application: [•]
		(vi) Details of the method and time limits for paying up and delivering the Warrants: [•]
		(vii) Manner in and date on which results of the offer are to be made public: [The final size will be known [at the end of the Offer Period] / [•]. A copy of the Final Terms will be filed with the Financial Conduct Authority in the UK (the "FCA"). On or before the Issue Date, a notice pursuant to UK Prospectus Rule 2.3.2(2) of the final number of the Warrants will be (i) filed with the FCA and (ii) published in accordance with the method of publication set out in Prospectus Rule 3.2.4(2).] [•]
		(viii) Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: [•]
		(ix) Amount of any expenses and taxes specifically charged to the subscriber or purchaser: [•]
		(x) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place: [•]]
		(xi) Name(s) and address(es) of the paying agents and depository agents in each country: [•]
		(xii) Entities agreeing to underwrite the issue: [[•] agree to underwrite the issue on a firm commitment basis.] / [[•] agree to underwrite the issue on a best efforts basis.] [[•] of the issue is not underwritten.]
		(xiii) Calculation Agent: [•]
		[Not applicable. The Warrants will not be publicly offered.]

E.4	Interests Material to the Issue:	The Issuer may be the Calculation Agent responsible for making determinations and calculations in connection with the Warrants and may also be Investec Bank plc, in its capacity as valuation agent (the "Valuation Agent"), in connection with the Collateral Pool. Such determinations and calculations will determine the amounts that are required to be paid by the Issuer to holders of the Warrants or the amount of assets posted as collateral. Accordingly, when the Issuer acts as Calculation Agent or Valuation Agent, its duties as agent (in the interest of holders of the Warrants) may conflict with its interests as issuer of the Warrants.
E.7	Estimated Expenses:	Not applicable. Expenses in respect of the offer or listing of the Warrants are not charged by the Issuer or Dealers to the Investor.

RISK FACTORS

Terms used in this Risk Factors section

References to:

• (a) the "Issuer" are references to Investec Bank plc;
• (b) the "Warrants" are references to warrants issued under the Structured Warrants Programme (the "Programme");
• (c) the "Warrantholders" are references to holders of the relevant Warrants;
• (d) "Equity-Linked Warrants" are references to Warrants whose return is linked to a single share or a basket of shares;
• (e) "Index-Linked Warrants" are references to Warrants whose return is linked to a single index or a basket of indices;
• (f) "Secured Warrants with Credit-Linkage" are references to Warrants which are secured and whose return is linked, in part, to the credit of a Reference Entity or a number of Reference Entities. Such Warrants are secured by security created by the Issuer over a pool of collateral (a "Collateral Pool");
• (g) "Reference Entity" are references to one or more financial institutions or corporations listed on a regulated exchange or any state, political subdivision or government, or any agency, instrumentality, ministry, department or other authority (including, without limiting the foregoing, the central bank) thereof (a "Sovereign"), about which there is available public information;
• (h) the "Underlying" are references to (as applicable) the underlying index, share, basket of indices or basket of shares used to determine the Cash Settlement Amount; and
• (i) the "Cash Settlement Amount" are references to amounts payable upon exercise of the Warrants.

Guidance on this Risk Factors section

Any investment in the Warrants is subject to a number of risks. Prior to investing in the Warrants, prospective investors should carefully consider the risk factors associated with any investment in the Warrants, together with all other information contained in this Base Prospectus.

This Risk Factors section contains information about the risks involved in an investment in any Warrants issued under the Programme, which the Issuer considers to be the principal risk factors that may affect the Issuer's ability to fulfil its obligations under the Warrants and/or risk factors that are material for the purposes of assessing the market risk associated with the Warrants. This section is divided into a number of sub-sections, details of which are set out in the table below.

	Name of sub - section	Page	Applicable to	Explanation
1)	Risks related to the Issuer	29	All Warrants	This sub-section will be relevant for all issues of Warrants, as it details the risk factors which the Issuer deems to be material in respect of itself as issuer of Warrants and its ability to perform the obligations owed to holders of any Warrants.
2)	Risks related to the Underlying	29	All Warrants	This sub-section describes how risks related to the Underlying affect the return on the Warrants.
3)	Risks related to specific features of the Warrants	35	Equity-Linked Warrants or Index-Linked Warrants (as applicable)	This sub-section will be relevant for issues of Warrants which are linked to an underlying share, basket of shares, index or basket of indices (as applicable).
4)	Risks related to Secured Warrants with Credit-Linkage	46	Secured Warrants with Credit-Linkage	This sub-section will be relevant for all issues of Warrants which are secured by collateral and other forms of security and which have a credit-linkage feature.
5)	Risks related to the market	52	All Warrants	This sub-section will be relevant for all issues of Warrants, as it details the risk factors which the Issuer deems to be material in respect of the market in which the Warrants are issued and traded.
6)	Risks related to legal framework of the Warrants	53	All Warrants	This sub-section will be relevant for all issues of Warrants, as it details the risk factors which the Issuer deems to be material in respect of the legal framework governing the Warrants.

Prospective investors should note that the risks relating to the Issuer, the industry in which it operates and the Warrants summarised in the section of this Base Prospectus headed "Summary" are the risks that the Issuer believes to be those risks which are key to an assessment by a prospective investor of whether to consider an investment in the Warrants. However, as the risks which the Warrants are subject to and which the Issuer faces relate to events and depend on circumstances that may or may not occur in the future, prospective investors should consider not only the information on the key risks summarised in the section of this Base Prospectus headed "Summary" (and set out in more detail below) but also, among other things, the other risks and uncertainties described below.

The list of risks which follows below is not intended to be an exhaustive list or explanation of all risks which investors may face when making an investment in the Warrants and should be used as guidance only. Additional risks and uncertainties relating to the Issuer or the Warrants that are not currently known to the Issuer, or that the Issuer currently deems immaterial, may individually or cumulatively also have a material adverse effect on the business, prospects, results of operations and/or financial position of the Issuer, the value of the security or index underlying the Warrants or the Warrants themselves, and, if any such risk should occur, the price of the Warrants may decline and investors could lose all or part of their investment. Investors should consider carefully whether an investment in the Warrants is suitable for them in light of the information in this Base Prospectus and their personal circumstances. The Warrants are designed for investors who are or have access to a suitably qualified independent financial adviser or who have engaged a suitably qualified discretionary investment manager, in order to understand the characteristics and risks associated with structured financial products.

Unless specified otherwise, words and expressions defined in the terms and conditions of the Warrants (the "Terms and Conditions") have the same meanings in this section.

1) Risks related to the Issuer

Risks relating to the Issuer's ability to fulfil its obligations with respect to the Warrants can be found on pages 4 to 17 of the registration document dated 20 December 2013 (the "Registration Document") in the section headed "Risk Factors" which has been incorporated by reference on page 27 of this Base Prospectus. In particular, investors should be aware that payments and return of initial investment in relation to the Warrants will, together with the factors outlined below, depend on the solvency of the Issuer.

2) Risks related to the Underlying

The price at which a holder may be able to sell the Warrants prior to expiry may be at a discount, which could be substantial, from the initial investment, based upon one or more of the factors described below.

The factors that will affect the trading value and return at exercise or expiry of the Warrants interrelate in complex ways (for example, one factor may offset an increase in the trading value of the Warrants caused by another factor). Factors that may impact the value of the Warrants, assuming other conditions remain constant, include:

(a) Risk factors affecting the value of and return on the Warrants

(i) Value of the Underlying

The Cash Settlement Amount of and return on a Warrant, and accordingly, its value, will depend on the performance of the particular Underlying to which the Warrant is linked. Therefore, any reduction in the level or price of the Underlying can be expected to result in a corresponding reduction in the Cash Settlement Amount and trading value of the Warrant. Accordingly, and since the Warrants may not be capital protected, it is possible that the return on a Warrant and value at any time may be considerably less than the amount paid by the investor for such Warrant and may even be zero.

(ii) Fluctuations in the Underlying

The level or price of the Underlying may change during the term of the Warrants. The frequency and amount of any changes in the level or price of the Underlying cannot be predicted and may be caused by various factors including political or economic developments. Therefore, the value of the Warrants during the term of the Warrants and may be subject to fluctuation as a result of the fluctuation (or expectations of fluctuation) in the level or price of the Underlying.

Accordingly, the value of a Warrant prior to exercise or expiry and the return on a Warrant may be lower and less predictable than would be received or expected when investing in a conventional debt instrument.

Investors who require a certain or a predefined return should consider carefully before investing in any Warrants.

(iii) Volatility of the Underlying

If the size or frequency of market fluctuations in the level or price of the Underlying increases or decreases, the value of the Warrants may be affected. Where the Underlying is an index, the volatility of such index will affect the value of the Warrants. Accordingly, the value of and return on the Warrants may be less predictable than the return on a product which is unaffected by market fluctuations.

(iv) Path dependency

The return on the Warrants may be dependent on the movements in (and the calculation of) the level or price of the Underlying over the term of the Warrants.

The Warrants may have a return that is linked in whole or in part to the average level or price of the Underlying over the entire term of the Warrants or over another specified period. Alternatively, the return on the Warrants may be dependent on whether the level or price of the Underlying has exceeded or fallen below a specified value or level (i.e. breached a specified barrier) on or prior to a specified date. Accordingly, if the Underlying is experiencing a prolonged period of poor performance, the return on the Warrants may be affected by such poor performance and investors may be unable to benefit from any single instance of improved performance and may therefore receive a lower return than investors in a product where the return is calculated only by reference to the value or level of an underlying on a specific date.

The return on the Warrants may be affected by how the performance of the Underlying is calculated, namely the times, dates and methods used for determining the level or price of the Underlying.

For example, in the case of Warrants whose Cash Settlement Amount is linked to the level or price of the Underlying exceeding or falling below a specified level or price (i.e. a barrier breach), whether the occurrence of such breach is to be determined at a specific point in time (for example, where the Underlying is an index, at the scheduled closing time of such index) or whether the occurrence of such breach is to be determined on an ongoing basis (for example, at any time during a specified period or as an average) could lead to greatly divergent valuations of the performance of the Underlying and accordingly the Cash Settlement Amount.

If the final level or price of the Underlying is calculated over a period of time, rather than on a single date, investors will be exposed to the performance of the Underlying on days other than the expiry date. Accordingly, the return on the Warrants may be lower if the Underlying is experiencing a temporary period of poor performance.

If the level or price of the Underlying is calculated as of a specific date (rather than as an average of several dates), investors will have greater exposure to the volatility of the Underlying in respect of the calculation of such level or value. Accordingly, the return on the Warrants may be lower if the Underlying experiences a single atypical instance of poor performance or higher than expected if the Underlying experiences a single atypical instance of positive performance on such specific date than it would be if the performance of the Underlying was measured over several days.

(v) Past performance

Prospective investors should understand that the historical performance of the Underlying or any component of the Underlying is not predictive of future results. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning any company whose shares comprise the Underlying could affect the trading price of the Warrants.

(vi) Interest rates

The value of the Warrants may, in addition to being affected by the level or price of the Underlying, be indirectly affected by changes in interest rates. Depending on the Underlying and the formula for calculating the Cash Settlement Amount of the Warrants, changes in interest rates may increase or decrease the value of the Warrants (but not necessarily in the same or proportionate amount). Changes in interest rates may also affect the economy of a country in which the components of the Underlying are traded and thus indirectly affect the value of the Warrants. Accordingly, investors in the Warrants may suffer a loss on their investment or forgo substantial returns as a result of interest rate fluctuations. Therefore, an investment in the Warrants may entail greater risks than an investment in a product where the return is only affected by the value of an underlying.

(vii) Time remaining to expiry

The Warrants may trade at a value above that which would be expected based on interest rates and the level or price of the Underlying. Any such difference will reflect a "time premium" resulting from expectations concerning the Underlying during the period prior to the stated expiry of the Warrants. As the time remaining to the stated expiry of the Warrants decreases, this time premium may decrease, which in turn may adversely affect the value of the Warrants. Accordingly, investors selling any Warrants at a date close to expiry may suffer a loss on their investment depending on expectations concerning the Underlying prevailing at the time.

(viii) Non-linear relationship of Warrants to Underlying

A change in the level or price of the Underlying may not result in a comparable or proportionate change in the value of the Warrants due to fluctuating supply and demand for the Warrants. In addition, this may be due to the use of certain calculation features in provisions governing the calculation of the return on the Warrants, such as gearing (i.e. a percentage by which any change in the level or price of the Underlying is multiplied), a cap (i.e. a maximum), a floor (i.e. a minimum), a threshold (i.e. a level or price that the Underlying must exceed in order to produce a certain return) or a barrier (i.e. a specified level of price which, if breached, will limit the return on the relevant Warrant and/or result in a loss of capital) (or any combination of these features). If gearing, caps, floors, barriers or thresholds are used in the formula for calculating the return on the Warrants, investors may forgo returns or suffer losses that are relatively large or relatively small compared to a movement in the level or price of the Underlying. If, relative to the movement in the level or price of the Underlying, such losses are large, investors may suffer losses up to the amount of their initial investment.

Investors should not invest in any Warrants before fully understanding how the value of the Warrants is linked to the level or price of the Underlying.

(ix) Currency fluctuations

Currency fluctuations may affect the level or price of the Underlying in complex ways. If the level or price of the Underlying is denominated in a currency that is different from the currency of the Warrants, investors in the Warrants may be subject to increased foreign exchange risk. If such currency fluctuations cause the level or price of the Underlying to decrease, the value of the Warrants may fall. Accordingly, an investor in the Warrants may suffer a greater loss on his/her investment than an investor in a product which is linked to an underlying that is denominated in the same currency.

Foreign exchange rates are unpredictable and may be affected by complex political and economic factors, including relative rates of inflation, interest rate levels, the balance of payments between countries, the extent of any governmental surplus or deficit and the monetary, fiscal and/or trade policies pursued by the governments of the relevant currencies. Previous foreign exchange rates are not necessarily indicative of future foreign exchange rates. Accordingly, investors may be unable to predict and adequately hedge against the risk posted by currency fluctuations, causing an investment in the Warrants to result in an overall loss to the investor.

(b) Hedging risk

As a result of the non-linear relationship of the Warrants to the Underlying (as described above) the Warrants may not be suitable for hedging against the market risk associated with investing in any securities or indices.

Prospective investors intending to acquire Warrants to hedge against such risk should recognise the complexities of using Warrants in this manner.

(c) Index disclaimer risk

The Warrants are not sponsored, endorsed, sold or promoted by any index to which they are linked or any sponsor of such index and such index sponsor has made no representation whatsoever, whether express or implied, either as to the results to be obtained from the use of any index and/or the levels at which such index stands at any particular time on any particular date or otherwise. No index sponsor shall be liable (whether in negligence or otherwise) to any person for any error in any index and an index sponsor is under no obligation to advise any person of any error within an index. An index sponsor has made no representation whatsoever, whether express or implied, as to the advisability of purchasing or assuming any risk in connection with the Warrants.

Neither the Issuer nor the Calculation Agent shall have any liability to any person for any act or failure to act by an index sponsor in connection with the calculation, adjustment or maintenance of an index.

Neither the Issuer nor the Calculation Agent has any affiliation with or control over any index or index sponsor or any control over the computation, composition or dissemination of any index. Although the Issuer and the Calculation Agent will obtain information concerning an index to which the Warrants are linked from publicly available sources they believe to be reliable, they will not independently verify this information. Accordingly, an investor in the Warrants will have no recourse against the sponsor of any index comprising the Underlying, the Issuer or the Calculation Agent in relation to any event or facts relating to the index resulting in a decrease in the value of such index and/or the value of the Warrants and/or a loss in the investment.

(d) Hedging activities of the Issuer and affiliates

The Issuer and/or its affiliates may carry out hedging activities related to the Warrants, including purchasing the Underlying, components of the Underlying and/or debt obligations of a Reference Entity, but will not be obliged to do so. Any of these activities could potentially affect the level or price of the Underlying and the debt obligations of the Reference Entity (as applicable) and, accordingly, the value of the Warrants. In addition, the disruption of such hedging arrangements or a material increase in the cost of such hedging arrangements may lead to an early cancellation and settlement of certain Warrants in whole (but not in part). Accordingly, investors may receive a lower return than they would have done had they invested in a product whose Issuer did not engage in similar hedging activities.

(e) Conflicts of interest

The Issuer and/or its affiliates may also purchase and sell the Underlying, components of the Underlying and/or debt obligations of the Reference Entities on a regular basis as part of their securities businesses. Any of these activities could potentially affect the level or price of the Underlying and the debt obligations of such Reference Entities (as applicable) and, accordingly, the value of the Warrants.

The Issuer and/or its affiliates may from time to time advise the issuers of or obligors in respect of an Underlying or any component of an Underlying and/or any Reference Entity regarding transactions to be entered into by them, or engage in transactions involving any Underlying and/or Reference Entity for their proprietary accounts and for other accounts under their management. Any such transactions may have a positive or negative effect on the value or level of such Underlying and/or the value of such Reference Entity's debt obligations generally and therefore on the value of the Warrants.

In addition, the Issuer may be the Calculation Agent responsible for making determinations and calculations in connection with the Warrants. Accordingly, certain conflicts of interest may arise between the interests of the Issuer and the interests of holders of Warrants.

Investors are subject to the risk that such conflicts of interest may cause the Issuer and/or its affiliates to make determinations and/or take or refrain from taking actions, with a consequential adverse effect on the value and/or amounts payable under the Warrants.

(f) No Ownership Rights

An investment in the Warrants is not the same as an investment in the Underlying (or any component of the Underlying) and does not confer any legal or beneficial interest in any Underlying (or any component of the Underlying) (or, in relation to Secured Warrants with Credit-Linkage (as defined below), any Reference Entit(y/ies)) or any voting rights, rights to receive dividends or other rights that an owner or a holder of any Underlying (or any component of the Underlying) (or, in relation to Secured Warrants with Credit-Linkage (as defined below), any Reference Entit(y/ies)) would have. Accordingly, an investor in the Warrants may not benefit from the same rights as a person investing directly in the Underlying (or, in relation to Secured Warrants with Credit-Linkage, any Reference Entit(y/ies)) (i.e. a purchaser of shares or securities forming part of an underlying share, basket of shares or component of an index or any financial institution(s) or corporation(s) listed on a regulated exchange or Sovereign(s) named as a Reference Entity)).

The Warrants are unsubordinated and (other than Secured Warrants with Credit-Linkage) unsecured obligations of the Issuer. Save when the Underlying or debt obligations of the Reference Entity forms part of the collateral in respect of Secured Warrants with Credit-Linkage, no security has been taken in respect of the Underlying. Accordingly, investors in the Warrants have less protection in the event of the insolvency of the Issuer than investors in a product which is secured on certain assets or other security.

(g) Information risk

(i) Underlying

The share(s) constituting the Underlying (i.e. where the Underlying is a share or basket of shares) or a component of the Underlying (i.e where the Underlying is an index or basket of indices) are listed on a regulated exchange. Accordingly, information is available in the public domain regarding the company(y/ies) whose shares comprise the Underlying. In addition, where the Underlying is an index or basket of indices, information is available in the public domain regarding the Underlying itself. The Final Terms for each issue of Warrants will also provide an indication of where information about the past and the ongoing performance of the Underlying (or components thereof) can be obtained. However the Issuer has made no investigation regarding such company(y/ies) and this Base Prospectus contains no information regarding such company(y/ies) except for such information which will be included in the Final Terms.

In addition, no company whose shares constitute or comprise the Underlying, nor any sponsor of any index constituting or comprising the Underlying, has participated in the preparation of this Base Prospectus or any Final Terms. Accordingly, there can be no assurance that all material events regarding the Underlying occurring prior to the relevant issue date of the Warrants that would affect the level or price of such Underlying have been disclosed in this Base Prospectus. Subsequent disclosure of any such events or the failure to disclose material events concerning the Underlying could affect the trading price and final Cash Settlement Amount payable on the Warrants.

Prospective investors in the Warrants should obtain and evaluate information concerning the Underlying or the components of the Underlying as they would if they were investing directly in the Underlying and/or the components of the Underlying.

In addition, prospective investors should understand that the historical performance of the Underlying or any component of the Underlying is not predictive of future results.

3) Risks related to specific features of the Warrants

(a) Capital at risk and capital protection

The value of the Warrants issuable under the Programme prior to expiry depends on a number of factors, including the performance of the applicable Underlying and the particular terms and conditions of the relevant Warrants. A deterioration in the performance of the Underlying may result in a full or partial loss of the investor's investment in the Warrants.

Warrants are issued either individually (which is the case for the "Full Digital Call Warrant", the "Full Growth Call Warrant" and the "Kick-Out Call Warrant") or in pairs (which is the case for all other types of Warrants). Warrants issued individually are either not capital protected at all or only partially capital protected, depending on their specific terms and conditions.

Warrants issued in pairs consist of a "Put Warrant" and a "Call Warrant". Together they provide partial or full capital protection, depending on their terms and conditions, but only if both the Put Warrant and the Call Warrant are purchased as a pair and exercised at the same time. The Call Warrant provides exposure to positive movement of the Underlying during the term of the Warrants while the Put Warrant provides full or partial protection against a downwards movement of the Underlying during the same period. Each Warrant in a pair is exercisable independently of the other Warrant in the pair. Depending on the performance of the Underlying and the particular terms and conditions of the relevant Warrant, the amount payable under each Warrant in a pair will fluctuate and in some circumstances may be zero. In order for an investor in a pair of Warrants to receive the benefit of such full or partial capital protection, it must exercise each Warrant in the pair at the same time. Investors who purchase or exercise individually a Warrant originally issued as a pair may suffer a partial or total loss of their initial investment.

With respect to Warrants issued individually or in pairs which are not fully capital protected, there is no guarantee that the return on such Warrants will be greater than or equal to the amount invested in the Warrants initially or that an investor's initial investment will be returned. In certain circumstances, the Cash Settlement Amount payable on settlement of such Warrants (whether at expiry or otherwise) may, as a result of the performance of the relevant Underlying, be less than the initial amount invested and may even be zero. Investors may suffer a partial or total loss of their initial investment.

Unlike investment in a savings account or similar investment, where an investor may typically expect to receive a low return but does not bear the risk of loss of their initial investment, an investment in Warrants which are not fully capital protected, while potentially offering a higher return, also carries the risk of a loss of the initial investment.

(b) Unsecured Warrants

Investors investing in unsecured Warrants are advised to carefully evaluate the Issuer's credit risk when considering an investment in such Warrants. If the Issuer became unable to pay amounts owed to the investor under the unsecured Warrants, such investor does not have recourse to the Underlying or any other security/collateral and, in a worst case scenario, investors may not receive any payments under the Warrants.

(c) Interest rate risks

An investment in the Warrants exposes investors to the risk that subsequent changes in market interest rates may adversely affect the value of the Warrants.

(d) Capped Return – Warrants which include a cap on return

The return on the Warrants may be capped (i.e. subject to a maximum amount). In such circumstances, the exposure to the upside performance of the relevant Underlying will be limited. Accordingly, investors could forgo returns could have been made had they invested in a product without a similar cap.

(e) Warrants may expire worthless

The Final Terms will specify whether "Automatic Exercise" applies to the Warrants. If Automatic Exercise is specified as "Applicable" in the relevant Final Terms, any Warrant which is "in-the-money" (i.e. would entitle the holder to receive payment of a return upon its exercise) and with respect to which no exercise notice has been delivered by the expiry date of the Warrants (the "Expiry Date") shall be exercised by the Warrant Agent on behalf of the Warrantholders on the Expiry Date. Conversely, if Automatic Exercise is specified as "Not applicable" in the relevant Final Terms and no exercise notice has been delivered on or prior to the Expiry Date, the Warrants will become void, thereby expiring worthless. In such circumstances, the Issuer shall be discharged from its obligations to pay any Cash Settlement Amount. In such a case, a Warrantholder will not have any further recourse against the Issuer.

(f) Risk of early cancellation or exercise

Warrants may be voluntarily or mandatorily cancelled and settled prior to their scheduled expiry date for a number of reasons, such as taxation events, or following an event of default specified in the relevant terms and conditions for those Warrants. Early cancellation may result in investors receiving a lower return on investment and in some circumstances may result in a loss of part or all of their initial investment. Prospective investors should consider reinvestment risk in light of other investments available at that time. Investors should take particular note of the following circumstances resulting in early cancellation:

(i) Early cancellation at the Issuer's option

If "Issuer Early Cancellation" is specified as being applicable in the relevant Final Terms, the Issuer may, in accordance with the terms and conditions of the Warrants, cancel and settle all of the Warrants prior to their Expiry Date, namely on the date specified in the relevant Final Terms (the "Early Cancellation Date"), such settlement being for the Cash Settlement Amount specified in the relevant Final Terms (the "Early Cancellation Cash Settlement Amount"). Issuer Early Cancellation precludes the Warrantholders from exercising their Warrants themselves on the Expiry Date. Therefore, the Warrantholders will be deprived of any benefit resulting from the positive performance of the Underlying after such Issuer Early Cancellation.

(ii) Early exercise (kick out)

Certain Warrants will be exercisable early if the performance of the relevant Underlying during a certain period is lower or greater than a specified level. In such a case, Warrants will be exercisable prior to the Expiry Date and will expire worthless if they are not exercised. Warrantholders will be deprived of any benefit resulting from improved performance of the Underlying after such early exercise.

(iii) Early cancellation upon Hedging Event

The Issuer will be entitled to cancel and settle all of, but not only some of, the Warrants upon the occurrence of any "Hedging Event", i.e. event or circumstance that would make it impossible or impracticable for the Issuer or any counterparty of the Issuer to enter into or maintain any hedging arrangement that the Issuer deems necessary in respect of the Warrants, or that increases the cost to the Issuer or such counterparty (as compared to the cost at the Issue Date) of entering into or maintain such hedging arrangement. Such an early cancellation right of the Issuer could arise due to any reason, including but not limited to, any change in applicable law or regulation.

The European Market Infrastructure Regulation ("EMIR"), a new Regulation of the European Parliament and of the Council on derivative transactions, central counterparties and trade repositories entered into force on 16 August 2012. This regulation introduces a mandatory requirement to centrally clear certain specified types of derivative transaction and mandates certain risk mitigation requirements in respect of non-cleared trades. If EMIR has the effect of increasing the costs to the Issuer or the Issuer's counterparty in respect of any hedging arrangements in respect of the Warrants or makes such arrangements impossible or impracticable in the opinion of the Issuer or the Calculation Agent, an early cancellation of the Warrants may occur. Unless "Cancellation upon Hedging Event" is specified as not applicable in the relevant Final Terms, and a Hedging Event occurs, then the Warrants may be settled at par or at their fair market value, as specified in the relevant Final Terms.

(iv) Early cancellation upon Illegality Event

The Issuer will be entitled cancel and settle all of, but not only some of, the Warrants as at the Early Cancellation Cash Settlement Amount specified in the relevant Final Terms upon the occurrence of any "Illegality Event", i.e. event or circumstance that would make it unlawful or impracticable for the Issuer to issue or maintain a Series of Warrants, or that increases the cost to the Issuer (as compared to the cost at the date the Warrants were issued) of issuing or maintaining such Series of Warrants, in each case, in particular as a result of compliance with any applicable present or future law, rule, regulation, judgment, order or directive or with any requirement or request of any governmental, administrative, legislative or judicial authority or power.

(g) Limitations on exercise

If so indicated in the relevant Final Terms, a Warrantholder must tender a specified minimum number of Warrants and integral multiples of Warrants thereafter at any one time in order to exercise. Thus, Warrantholders with fewer than the specified minimum number of Warrants or specified multiples thereof will either have to sell their Warrants or purchase additional Warrants, incurring transaction costs in each case, in order to realise their investment. Furthermore, Warrantholders of such Warrants incur the risk that there may be differences between the trading price of such Warrants and the Cash Settlement Amount.

Interpretation of the section below

(A) If this section is being read by an investor in Warrants which are linked to a share, basket of shares or basket of indices (rather than linked to a single index) any reference

to "index" shall be construed by that investor as being a reference to "share", basket of shares" or "basket of indices" (as applicable to the relevant investor).

• (B) Consequently, references to:
• "level" in respect of a single index shall be construed as a reference to "level" in respect to a basket of indices; "price" in respect of a single share; and "value" in respect of a basket of shares (as applicable to the relevant investor);
• "Initial Index Level" in respect of a single index shall be construed as "Initial Index Level" in respect of a basket of indices; "Initial Share Price" in respect of a single share; and "Initial Value" in respect of a basket of shares (as applicable to the relevant investor); and
• "Final Index Level" in respect of a single Index shall be construed as references to "Final Index Level" in respect of basket of indices; "Final Share Price" in respect of a single share; and "Final Value" in respect of a basket of shares (as applicable to the relevant investor).

(a) Upside limits – all Warrants

The amount of upside or positive return on all Warrants, payable in the event that on the Expiry Date the level of the relevant index is greater than a certain specified level (the "Return Threshold"), will depend in part on the type of formula used to calculate the upside return specified in the Final Terms. Accordingly, the return on the Warrants may either be:

• (i) an amount equal, solely or in part (depending on the type of Warrant), to a "digital return" (i.e. the initial investment multiplied by a specified digital return percentage of at least 100%); or
• (ii) an amount equal to the initial investment plus an amount equal to the increase in the performance of the index, which may be subject to "gearing" (i.e. multiplied by a percentage) and/or subject to a "cap" (i.e. a maximum amount).

In these circumstances, although investors will not experience a loss on their investment, they may forgo the returns they could have obtained had they invested in a product with a different formula applicable to any upside return. Furthermore, if the return is subject to a cap and/or gearing of less than 100% or a digital return, the investors' exposure to the positive performance of the relevant index may be limited. Any upside return will be limited and may be lower than the upside investors could have been exposed to had they invested in a different type of product.

(b) Gearing – Warrants which include gearing in the return

If the formulae for calculating the return specified in the Final Terms includes "gearing", the performance of the Underlying and the Cash Settlement Amount may not be directly correlated (i.e. the Warrants will have "geared exposure" to the Underlying resulting in any change in the level or price of the Underlying being multiplied by a specified percentage). In such circumstances, the exposure of each Warrant to the Underlying may be greater (or less) than the face amount of the Warrant. Positive geared exposure results in the effect of small price movements being magnified and may lead to proportionally greater losses in the value of and return on the Warrants as compared to an ungeared exposure.

If market conditions change, the value of the Warrants will be more volatile than if there was no gearing.

In cases where the gearing is less than 100%, investors will have a reduced exposure to the performance of the Underlying and may receive lower returns than if their exposure to the Underlying was at 100% or more.

(c) Value of baskets in relation to Equity-Linked Warrants and Index-Linked Warrants

Where the Underlying is a basket of shares, an equity index or a basket of equity indices, the level or price of the Underlying may be affected by the number of companies represented in such basket or index. Generally, the value of a basket of shares or an equity index that includes shares from a number of companies which gives relatively equal weight to the shares of each of such companies will be less affected by changes in the value of any particular shares included therein than a basket of shares or an index that includes the shares of fewer companies or that gives greater weight to the shares of some of the companies included therein. In addition, if the shares included in a basket of shares or index are of companies in a particular industry sector, the value of such a basket or an index will be more affected by the economic, financial and other factors affecting that industry sector than if the basket comprised shares of companies in various industry sectors that are affected by different economic, financial or other factors or are affected by such factors in different ways. Accordingly, the composition of a particular basket of shares or index may result in investors receiving a lower return on the Warrants than would have been payable on a single share or a basket or index composed of different shares or having different weightings.

(d) "Worst of" feature in respect of baskets

Where the relevant Final Terms specify that the Underlying is a basket and that the "Worst of" feature is applicable, the value of the basket will depend the level or price of the underlying asset that has shown the worst performance (i.e. the smallest increase or greatest decrease in level or price from its initial level or price) in comparison to the other Underlying comprising the basket over a specified period of time. As the worst-performing Underlying of a basket are not representative of the performance of the basket as a whole, any calculations or determinations of value that involve "Worst of" feature may produce results that are very different to those that take into account the performance of the basket as a whole.

Accordingly, investors in Warrants which have a 'worst of' feature may suffer a greater loss than they would have suffered had they invested the initial investment in a product where the return was based on the performance of the best performing of several Underlyings or on the performance of only one Underlying.

Investors in Warrants which have a "Worst of" feature and which are exercised early prior to expiry if the level or price of the worst performing Underlying is greater than a specified level, although they will not experience a loss on their investment, will not benefit from any earlier return that they may have received had they invested the initial investment in a similar product where the early exercise is based on the performance of the best performing of several indices or on the performance of only one index.

(e) Effect of Barrier Condition

The return Equity-Linked/Index-Linked Warrants that have capital at risk (namely (i) Digital Call Warrant 2 and Put Call Warrant Downside 1, (ii) Growth Call Warrant 2 and Put Warrant Downside 1 and (iii) Kick-Out Call Warrants) will be dependent on whether or not a condition is satisfied in relation to the relevant underlying (the "Barrier Condition").

The Barrier Condition will be a condition that the level of the relevant Underlying either (i) on a particular valuation date, (ii) during a specified observation period or (iii) on specified observation dates (as specified in the relevant Final Terms) is higher than a Barrier level specified in the relevant Final Terms.

If the relevant Barrier Condition is not satisfied investors may receive a return on the Warrants linked to the downside performance of the relevant Underlying, as further described for each type of Warrant below, and as a result investors may lose all of their initial investment.

A Barrier Condition that is determined not to have been satisfied by reference to the level or price of an Underlying on a particular retention date, during an observation period, or on particular observation dates may have been satisfied had the determination been made by reference to the level or price on alternative valuation or observation dates or in relation to an alternative observation period. Accordingly, investors may lose some or all of their initial investment as a result of the Barrier Condition being determined for particular dates or periods rather than alternative dates or periods.

(f) Full Digital Call Warrants

(i) Limits on positive return

If at expiry of the Warrants the level or price of the Underlying is greater than a specified percentage of the initial level or price of the Underlying (the "Return Threshold"), an investor will receive a "Digital Return" being their initial investment multiplied by a specified percentage return. If at expiry of the Warrants the level or price of the Underlying is less than or equal to the Return Threshold and greater than or equal to the initial level or price of the Underlying, investors will receive their initial investment with no additional return. In these circumstances, although investors will not experience a loss on their investment, they may forgo the returns they could have obtained had they invested in a product with a different formula applicable to any upside return. Furthermore, the investors' exposure to the positive performance of the relevant Underlying may be limited. Any upside return will be limited and may be lower than the upside investors could have been exposed to had they invested in a different type of product.

(ii) Possibility of loss of investment

If at expiry of the Warrants the level or price of the Underlying is less than the initial level or price of the Underlying, investors will receive their initial investment reduced by an amount linked to the downside performance of the Underlying; this downside performance may be subject to gearing (i.e. a percentage by which any change in the level or price of the Underlying is multiplied). In these circumstances, the return will be less than the initial investment and investors will suffer a reduction of their initial investment in proportion (or a proportion multiplied by a gearing percentage) with the decline of the Underlying during a specified period or on a specified date. Accordingly, investors will be fully exposed to the negative performance of the relevant Underlying and, as a result, may lose all of their initial investment

(g) Full Growth Call Warrants

(i) Limits on positive return

If at expiry of the Warrants the level or price of the Underlying is greater than a specified percentage of the initial level or price of the Underlying (the "Return Threshold"), an investor will receive a "Growth Return", being their initial investment plus a percentage based on the difference between the final level or price of the Underlying, and the initial level or price of the Underlying (as applicable); this additional return may be subject to a "cap" (i.e. maximum amount) or gearing (i.e. a percentage by which any change in the level or price of the Underlying is multiplied, known as "gearing "). If at expiry of the Warrants the level or price of the Underlying is less than or equal to the Return Threshold and greater than or equal to the initial level or price of the Underlying, investors will receive their initial investment with no additional return. In these circumstances, although investors will not experience a loss on their investment, they may forgo the returns they could have obtained had they invested in a product with a different formula applicable to any upside return. Furthermore, if the return is subject to a cap and/or gearing of less than 100%, the investors' exposure to the positive performance of the relevant Underlying may be limited. Any upside return will be limited and may be lower than the upside investors could have been exposed to had they invested in a different type of product.

(ii) Possibility of loss of investment

If at expiry of the Warrants the level or price of the Underlying is less than the initial level or price of the Underlying, investors will receive their initial investment reduced by an amount linked to the downside performance of the Underlying; this downside performance may be subject to gearing (i.e. a percentage by which any change in the level or price of the Underlying is multiplied). In these circumstances, the return will be less than the initial investment and investors will suffer a reduction of their initial investment in proportion (or a proportion multiplied by a gearing percentage) with the decline of the Underlying during a specified period or on a specified date. Accordingly investors will be fully exposed to the negative performance of the relevant Underlying and, as a result, may lose all of their initial investment.

(h) Growth Call Warrant 2 and Put Warrant Downside 2

The Growth Call Warrant 2 and Put Warrant Downside 2 will be issued as a pair of Warrants. Together, a Put Warrant Downside 2 and Growth Call Warrant 2 provide investors with the applicable element of protection (as specified in the relevant Final Terms) in the event of a depreciation of the Underlying and exposure to any appreciation of the Underlying, which may be subject to a cap (if specified as applicable in the relevant Final Terms) and/or multiplied by a gearing (if specified as applicable in the relevant Final Terms). The Put Warrant Downside 2 provides an element of protection against a downwards movement of the Underlying during the term of the Warrants. The Growth Call Warrant 2 provides exposure to positive movement of the Underlying during the term of the Warrants.

(i) Limits on positive return

If at expiry of the Warrants the level or price of the Underlying is greater than a specified percentage of the initial level or price of the Underlying (the "Return Threshold"), investors will receive a "Growth Return" being their initial investment plus a percentage based on the difference between the final level or price of the Underlying, and the initial level or price of the Underlying (as applicable); this additional return may be subject to a "cap" (i.e. maximum amount) or gearing (i.e. a percentage by which any change in the level or price of the Underlying is multiplied, known as "gearing"). If at expiry of the Warrants the level or price of the Underlying is less than or equal to the Return Threshold and greater than or equal to a specified level or price of the Underlying (the "Upper Strike"), investors will receive their initial investment with no additional return. In these circumstances, although investors will not experience a loss on their investment, they may forgo the returns they could have obtained had they invested in a product with a different formula applicable to any upside return. Furthermore, if the return is subject to a cap and/or a gearing of less than 100%, the investors' exposure to the positive performance of the relevant Underlying may be limited. Any upside return will be limited and may be lower than the upside investors could have been exposed to had they invested in a different type of product.

(ii) Possibility of loss of investment

If at expiry of the Warrants the level or price of the Underlying is less than the Upper Strike, the investors' investment will be reduced by an amount linked to the negative performance of the Underlying between the Upper Strike and another specified level or price of the Underlying (being the "Lower Strike"). In these circumstances, the return will be less than the initial investment and investors will suffer a reduction of their initial investment in proportion (which proportion may be multiplied by a gearing percentage) with the decline of the index level between the upper strike and the lower strike during a specified period or on a specified date. Accordingly, investors will be exposed to a proportion of the negative performance of the relevant index and, as a result, may lose all of their initial investment.

(i) Digital Call Warrant 2 and Put Warrant Downside 2

The Digital Call Warrant 2 and Put Warrant Downside 2 will be issued as a pair of Warrants. Together, a Put Warrant Downside 2 and Digital Call Warrant 2 provide investors with the applicable element of protection (as specified in the relevant Final Terms) in the event of a depreciation of the Underlying and exposure to any appreciation of the Underlying, which may be subject to a cap (if specified as applicable in the relevant Final Terms) and/or multiplied by a gearing (if specified as applicable in the relevant Final Terms). The Put Warrant Downside 2 provides an element of protection against a downwards movement of the Underlying during the term of the Warrants. The Digital Call Warrant 2 provides exposure to positive movement of the Underlying during the term of the Warrants.

(i) Limits on positive return

If at expiry of the Warrants the level or price of the Underlying is greater than a specified percentage of the initial level or price of the Underlying (the "Return Threshold"), investors will receive a "Digital Return" being their initial investment multiplied by a specified percentage return. If at expiry of the Warrants the level or price of the Underlying is less than or equal to the Return Threshold and greater than or equal to a specified level or price of the Underlying (the "Upper Strike"), investors will receive their initial investment with no additional return. In these circumstances, although investors will not experience a loss on their investment, they may forgo the returns they could have

obtained had they invested in a product with a different formula applicable to any upside return. Furthermore, the investors' exposure to the positive performance of the relevant Underlying may be limited. Any upside return will be limited and may be lower than the upside investors could have been exposed to had they invested in a different type of product.

(ii) Possibility of loss of investment

If at expiry of the Warrants the level or price of the Underlying is less than the Upper Strike, the investors' investment will be reduced by an amount linked to the negative performance of the Underlying between the Upper Strike and another specified level or price of the Underlying (being the "Lower Strike"). In these circumstances, the return will be less than the initial investment and investors will suffer a reduction of their initial investment in proportion (which proportion may be multiplied by a gearing percentage) with the decline of the index level between the upper strike and the lower strike during a specified period or on a specified date. Accordingly investors will be exposed to a proportion of the negative performance of the relevant index and, as a result, may lose all of their initial investment.

(j) Growth Call Warrant 2 and Put Warrant Downside 1

The Growth Call Warrant 2 and Put Warrant Downside 1 will be issued as a pair of Warrants. Together, a Put Warrant Downside 1 and Growth Call Warrant 2 provide investors with the applicable element of protection (as specified in the relevant Final Terms) in the event of a depreciation of the Underlying and exposure to any appreciation of the Underlying which may be subject to a cap (if specified as applicable in the relevant Final Terms) and/or multiplied by a gearing (if specified as applicable in the relevant Final Terms). The Put Warrant Downside 1 provides an element of protection against a downwards movement of the Underlying during the term of the Warrants. The Growth Call Warrant 2 provides exposure to positive movement of the Underlying during the term of the Warrants.

(i) Limits on positive return

If at expiry of the Warrants the level or price of the Underlying is greater than a specified percentage of the initial level or price of the Underlying (the "Return Threshold"), investors will receive a "Growth Return" being their initial investment plus a percentage based on the difference between the final level or price of the Underlying, and the initial level or price of the Underlying (as applicable); this additional return may be subject to a "cap" (i.e. maximum amount) or gearing (i.e. a percentage by which any change in the level or price of the Underlying is multiplied, known as "gearing"). If at expiry of the Warrants either (i) the level or price of the Underlying is less than or equal to the Return Threshold and greater than or equal to the initial level or price of the Underlying or (ii) the level or price of the Underlying is less than the initial level or price of the Underlying and the Barrier Condition is satisfied, investors will receive their initial investment with no additional return. In these circumstances, although investors will not experience a loss on their investment, they may forgo the returns they could have obtained had they invested in a product with a different formula applicable to any upside return. Furthermore, if the return is subject to a cap and/or gearing of less than 100%, the investors' exposure to the positive performance of the relevant Underlying may be limited. Any upside return will be limited and may be lower

than the upside investors could have been exposed to had they invested in a different type of product.

(ii) Possibility of loss of investment

If at expiry of the Warrants the level or price of the Underlying is less than the initial level or price of the Underlying (as applicable) and the Barrier Condition is not satisfied, the investors' investment will be reduced by an amount linked to the negative performance of the Underlying.

The "Barrier Condition" is satisfied where the Underlying has not fallen below a specified percentage of the initial level or price of the Underlying either (i) at any time during the period specified in the relevant Final Terms or (ii) on a particular date or dates specified in the relevant Final Terms. In these circumstances, the return will be less than the initial investment and investors will suffer a reduction of their initial investment in proportion with the decline of the Underlying during a specified period or on a specified date. Accordingly investors will be fully exposed to the negative performance of the relevant Underlying and, as a result, may lose all of their initial investment.

(k) Digital Call Warrant 2 and Put Warrant Downside 1

The Digital Call Warrant 2 and Put Warrant Downside 1 will be issued as a pair of Warrants. Together, a Put Warrant Downside 1 and Digital Call Warrant 2 provide investors with the applicable element of protection (as specified in the relevant Final Terms) in the event of a depreciation of the Underlying and exposure to any appreciation of the Underlying which may be subject to a cap (if specified as applicable in the relevant Final Terms) and/or multiplied by a gearing (if specified as applicable in the relevant Final Terms). The Put Warrant Downside 1 provides an element of protection against a downwards movement of the Underlying during the term of the Warrants. The Digital Call Warrant 2 provides exposure to positive movement of the Underlying during the term of the Warrants.

(i) Limits on positive return

If at expiry of the Warrants the level or price of the Underlying is greater than a specified percentage of the initial level or price of the Underlying (the "Return Threshold"), investors will receive a "Digital Return" being their initial investment multiplied by a specified percentage return. If at expiry of the Warrants either (i) the level or price of the Underlying is less than or equal to the Return Threshold and greater than or equal to the initial level or price of the Underlying or (ii) the level or price of the Underlying is less than the initial level or price of the Underlying and the Barrier Condition is satisfied, investors will receive their initial investment with no additional return. In these circumstances, although investors will not experience a loss on their investment, they may forgo the returns they could have obtained had they invested in a product with a different formula applicable to any upside return. Furthermore, the investors' exposure to the positive performance of the relevant Underlying may be limited. Any upside return will be limited and may be lower than the upside investors could have been exposed to had they invested in a different type of product.

(ii) Possibility of loss of investment

If at expiry of the Warrants the level or price of the Underlying is less than the initial level or price of the Underlying (as applicable) and the Barrier Condition is not satisfied, the investors' investment will be reduced by an amount linked to the downside performance of the Underlying.

The "Barrier Condition" is satisfied where the Underlying has not fallen below a specified percentage of the initial level or price of the Underlying either (i) at any time during the period specified in the relevant Final Terms or (ii) on a particular date or dates specified in the relevant Final Terms. In these circumstances, the return will be less than the initial investment and investors will suffer a reduction of their initial investment in proportion with the decline of the Underlying during a specified period or on a specified date. Accordingly investors will be fully exposed to the negative performance of the relevant Underlying and, as a result, may lose all of their initial investment.

(l) Growth Call Warrant 1 and Protection Put Warrant

The Growth Call Warrant 1 and Protection Put Warrant will be issued as a pair of Warrants. Together, a Protection Put Warrant and Growth Call Warrant 1 provide investors with protection in the event of a depreciation of the Underlying and exposure to any appreciation of the Underlying which may be subject to a cap (if specified as applicable in the relevant Final Terms) and/or multiplied by a gearing (if specified as applicable in the relevant Final Terms). The Protection Put Warrant provides protection against a downwards movement of the Underlying during the term of the Warrants. The Growth Call Warrant 1 provides exposure to positive movement of the Underlying during the term of the Warrants.

(i) Limits on positive return

If at expiry of the Warrants the level or price of the Underlying is greater than a specified percentage of the initial level or price of the Underlying, investors will receive a "Growth Return" being their initial investment plus a percentage based on the difference between the final level or price of the Underlying, and the initial level or price of the Underlying (as applicable); this additional return may be subject to a "cap" (i.e. maximum amount) or gearing (i.e. a percentage by which any change in the level or price of the Underlying is multiplied, known as "gearing"). In these circumstances, although investors will not experience a loss on their investment, they may forgo the returns they could have obtained had they invested in a product with a different formula applicable to any upside return. Furthermore, if the return is subject to a cap and/or gearing of less than 100%, the investors' exposure to the positive performance of the relevant Underlying may be limited. Any upside return will be limited and may be lower than the upside investors could have been exposed to had they invested in a different type of product.

(m) Digital Call Warrant 1 and Protection Put Warrant

The Digital Call Warrant 1 and Protection Put Warrant will be issued as a pair of Warrants. Together, a Protection Put Warrant and Digital Call Warrant 1 provide investors with protection in the event of a depreciation of the Underlying and exposure to any appreciation of the Underlying which may be subject to a cap (if specified as applicable in the relevant Final Terms) and/or multiplied by a gearing (if specified as applicable in the relevant Final Terms). The Protection Put Warrant provides protection against a downwards movement of the Underlying during the term of the Warrants. The Digital Call Warrant 1 provides exposure to positive movement of the Underlying during the term of the Warrants.

(i) Limits on positive return

If at expiry of the Warrants the level or price of the Underlying is greater than a specified percentage of the initial level or price of the Underlying (the "Return Threshold"), investors will receive a "Digital Return" being their initial investment multiplied by a specified percentage return. In these circumstances, although investors will not experience a loss on their investment, they may forgo the returns they could have obtained had they invested in a product with a different formula applicable to any upside return. Furthermore, the investors' exposure to the positive performance of the relevant Underlying may be limited. Any upside return will be limited and may be lower than the upside investors could have been exposed to had they invested in a different type of product.

(n) Kick-Out Call Warrants

(i) Limits on positive return

If the level of the relevant index is greater than a specified level on certain dates, the Warrants will be exercisable prior to their expiry and the return on the Warrants will be an amount equal to the initial investment multiplied by a specified percentage (always greater than 100%). In these circumstances, although investors will not experience a loss on their investment, they may not benefit from the full upside that could be obtained at the time of expiry if they had invested the initial investment in a similar product without an early exercise feature.

(ii) Possibility of loss of investment

If at expiry of the Warrants the level or price of the Underlying is less than the initial level or price of the Underlying (as applicable) and the Barrier Condition is not satisfied, the investors' investment will be reduced by an amount linked to the downside performance of the Underlying.

The "Barrier Condition" is satisfied where the Underlying has not fallen below a specified percentage of the initial level or price of the Underlying either (i) at any time during the period specified in the relevant Final Terms or (ii) on a particular date or dates specified in the relevant Final Terms. In these circumstances, the return will be less than the initial investment and investors will suffer a reduction of their initial investment in proportion with the decline of the Underlying during a specified period or on a specified date. Accordingly investors will be fully exposed to the negative performance of the relevant Underlying and, as a result, may lose all of their initial investment.

4) Risks related to Secured Warrants with Credit-Linkage

(a) A Collateral Pool may not be sufficient to meet all payments in respect of the Secured Warrants with Credit-Linkage

Secured Warrants with Credit-Linkage have the benefit of security granted by the Issuer over a pool of collateral (a "Collateral Pool") (which may be comprised of cash and/or government bonds and/or senior debt obligations of specified entities). The collateral in the Collateral Pool is valued periodically and the Issuer may be required to transfer further collateral or may withdraw collateral depending on the amount of the Issuer's obligations secured by the Collateral Pool and the value of the collateral.

Such security may be enforced if the Issuer defaults on certain obligations under the Warrants and, in such circumstances, any net proceeds realised upon enforcement of the security will be applied in or towards satisfaction of the claims of, among others, the security trustee (the "Trustee") and any appointee and/or receiver appointed by the Trustee in respect of the relevant Secured Warrants with Credit-Linkage before the claims of the holders of the relevant Secured Warrants with Credit-Linkage. Accordingly, whilst investors in Secured Warrants with Credit-Linkage have recourse to any proceeds realised upon enforcement of the security and may therefore recover some of their initial investment and may as a result suffer a lesser loss on their investment than investors in unsecured Warrants or other unsecured products, there is no guarantee that investors in Secured Warrants with Credit-Linkage will recover the full amount of their initial investment if the net proceeds are insufficient to satisfy the claims of all persons who benefit from such security.

The deed creating the security over a Collateral Pool (the "Supplemental Trust Deed") may provide for payment of a specified amount (an "Independent Amount"), in which case the Issuer will be required to maintain in the Collateral Pool at all times an additional amount equal to the Independent Amount. The Independent Amount is intended to address, in part, any claims that may rank ahead of the claims of the relevant holders of the Secured Warrants with Credit-Linkage. However, any required periodic valuations of the Collateral Pool will not value or otherwise take into account any such prior ranking claims, and the Independent Amount, if any, will not be changed from time to time. To the extent that the amounts payable in respect of prior ranking claims exceed the Independent Amount (if any) applicable to that Collateral Pool, the net proceeds realised from that Collateral Pool may be insufficient to meet in full the claims of the holders of the relevant Secured Warrants with Credit-Linkage.

The Supplemental Trust Deed may also provide for a specified minimum amount (the "Minimum Transfer Amount"), in which case the Issuer will not be required to post additional collateral following a periodic valuation if the amount of additional collateral that needs to be posted is below the Minimum Transfer Amount. Accordingly, if the security in relation to such Collateral Pool were enforced, the net proceeds realised from the Collateral Pool may be less than it otherwise would have been had there been no Minimum Transfer Amount.

Furthermore, changes in the market value of the collateral posted in the Collateral Pool arising after the date on which Secured Warrants with Credit-Linkage become due and payable following an event of default under the Warrants may mean that the net proceeds realised upon enforcement of the security over a Collateral Pool are insufficient to meet in full the claims of the holders of the relevant Secured Warrants with Credit-Linkage.

(b) Collateral Pool may secure more than one Series of Secured Warrants with Credit-Linkage

A Collateral Pool may secure the Issuer's obligations with respect to more than one series of Secured Warrants with Credit-Linkage and an event of default under the Warrants with respect to any one series of Secured Warrants with Credit-Linkage secured by such Collateral Pool may trigger the early cancellation of all other series that are secured by the same Collateral Pool in order for the security over the entire Collateral Pool to be enforced. Such cross-default may, among other things, result in losses being incurred by holders of the Secured Warrants with Credit-Linkage which would not otherwise have arisen.

(c) Substitution of Posted Collateral

The Issuer may request that certain items of collateral posted in the Collateral Pool be substituted for other items of permitted collateral ("Eligible Collateral") provided that certain conditions are met, including, among others, that the bid price of the new item of Eligible Collateral on the date of transfer is equal to or exceeds the bid price of the original item of collateral posted in the Collateral Pool. Any such substitution request is subject to (a) verification by the Verification Agent (Deutsche Bank AG, London branch or any successor appointed pursuant to the terms of the Agency Agreement) that the new item of collateral is Eligible Collateral; and (b) approval by the Trustee. However, neither the Verification Agent nor the Trustee is obliged to confirm that the bid price of the new item of Eligible Collateral is equal to or exceeds the bid price of the original item of collateral posted in the Collateral Pool. Following any such substitution, the market value of the new item of Eligible Collateral may fall below the value of the original item of collateral posted in the Collateral Pool, and the net proceeds realised upon enforcement of the relevant Collateral Pool may therefore be less than if no such substitution had been made.

(d) Custody arrangements

If the Issuer's financial position were to deteriorate so that it become insolvent or otherwise unable to perform any of its obligations under the Warrants, such that the security over any cash posted as collateral and held in the custody of an independent entity (the "Custodian") becomes enforceable, claims of any holders of Secured Warrants with Credit-Linkage will be satisfied from the proceeds realised upon enforcement of such security. However, if at or prior to the time of such enforcement the financial position of Custodian were also to deteriorate so that it also becomes insolvent, such cash amounts will not be protected from any claims of persons to whom the Custodian owed obligations. Accordingly, such security may not be realisable in order to fully or even partially satisfy the claims of the holders of the relevant Secured Warrants with Credit-Linkage. In such circumstances, investors in Secured Warrants with Credit-Linkage may be in no better position than investors in unsecured Warrants.

Furthermore, the Custodian may appoint sub-custodians to hold items of collateral posted in the Collateral Pool in its place in a manner that does not provide the Issuer or Trustee with any contractual rights against the sub-custodians. Accordingly, in the event that the Trustee attempts to enforce the security over any Collateral Pool, it will have no direct rights against any sub-custodian and will need to rely on the rights that it has with respect to the Custodian. Therefore, if the Custodian becomes unable to perform its obligations, the Trustee and Issuer may have no recourse to the collateral posted in the Collateral Pool and accordingly investors in the Secured Warrants with Credit-Linkage may be left unprotected.

(e) Valuation Agent conflicts of interest

Investec Bank plc, in its capacity as Valuation Agent, will be responsible for carrying out periodic valuations of the collateral posted in the Collateral Pool required under the terms of the Warrants. Such valuations will determine, among other things, the amount of additional collateral (if any) that Investec Bank plc, in its capacity as the Issuer, will need to post to secure its obligations with respect to the relevant series of Secured Warrants with Credit-Linkage. As a result of the fact that a determination that additional collateral is required to be posted will have a detrimental impact on the financial position of the Issuer, this arrangement carries the risk that the valuation given may be lower due to the Valuation Agent and the Issuer being the same entity and therefore sharing financial interests. Accordingly, certain conflicts of interest may arise between Investec Bank plc in its capacity as Valuation Agent and the holders of the Secured Warrants with Credit-Linkage.

If no or insufficient additional collateral is posted as a result of a deliberately inaccurate valuation, there may be insufficient proceeds realised from any enforcement of security over such Collateral Pool and accordingly holders of the Secured Warrants with Credit-Linkage may suffer greater losses than envisaged.

(f) Fixed charges may take effect under English law as floating charges

The Issuer will grant a security interest (expressed to be a fixed charge) over the Collateral Pool in favour of the Trustee to be held for the benefit of the holders of the Secured Warrants with Credit-Linkage. However, the law in England and Wales relating to the characterisation of fixed charges is not settled and the Issuer cannot exclude the possibility that the fixed charges expressed to be granted by it may take effect under English law as floating charges only. If, contrary to the Issuer's intention, such fixed charges were to take effect as floating charges, then certain claims may be satisfied out of the net proceeds realised upon enforcement of the security over such Collateral Pool ahead of the claims of the holders of the relevant Secured Warrants with Credit-Linkage. Accordingly, the net proceeds may be insufficient to pay the holders of the relevant Secured Warrants with Credit-Linkage in full or in part.

In addition, if the Issuer were to go into administration pursuant to the provisions of the UK Insolvency Act 1986 (as amended by the Enterprise Act 2002) or under the Banking Act 2009, then the Trustee may not be able to enforce the security for the duration of any moratorium or stay imposed in connection with the administration procedure. This may lead to delays in the enforcement of any security and may, among other things, result in losses being incurred by the holders of the relevant Secured Warrants with Credit-Linkage.

(g) Reference Entities

No investigation has been or will be made regarding any of the Reference Entities. Prospective investors in Secured Warrants with Credit-Linkage should consider the risks relating to Reference Entities as if they were investing directly in the debt obligations of the Reference Entities. In addition, investors should understand that the historical performance of any specific debt obligation or the debt obligations of such Reference Entities generally is not predictive of future performance. The Reference Entities have not participated in the preparation of this Base Prospectus or any Final Terms. The Final Terms will provide details of where information on the Reference Entity can be obtained, however, there is a risk that such information will not contain all material events or information regarding the Reference Entities.

(h) Multiple credit exposure

Secured Warrants with Credit-Linkage are linked to the credit or solvency of one or more specified Reference Entities, with each Reference Entity having the Reference Entity Weighting specified in the relevant Final Terms.

Secured Warrants with Credit-Linkage are complex financial instruments. An investment in such Warrants will entail significant risks not associated with conventional securities which do not contain such Credit-Linkage feature. Secured Warrants with Credit-Linkage are not capital protected and investors may lose all or a substantial portion of their initial investment.

As the Cash Settlement Amount payable in respect of each Secured Warrant with Credit-Linkage is determined by reference to the credit or solvency of one or more specified Reference Entities, investors will be exposed to the credit risk of those Reference Entities. Therefore, investors in Secured Warrants with Credit-Linkage will also be exposed to the credit of the specified Reference Entity/Entities. Accordingly, in such circumstances, the Cash Settlement Amount payable in respect of the Warrants will be reduced, and may be substantially reduced. However, exposure to the credit of the Issuer is reduced to the extent of the value of the security.

(i) Credit-Linkage

If the relevant Final Terms specify that Credit-Linkage is applicable in relation to a Series of Warrants, and one (or more) of the specified Reference Entities becomes insolvent, defaults on its payment obligations or is the subject of governmental intervention or a restructuring of its debt obligations in a manner that is detrimental to creditors, then the Calculation Agent may give notice (a "Credit Event Notice") of the occurrence of such credit event (a "Credit Event") and the Cash Settlement Amount of such Warrants will be reduced in accordance with the recovery rate assigned to the Reference Entity/Entities, in accordance with the provisions of Term 4 of the Terms for Secured Warrants with Credit-Linkage.

If one or more Reference Entities is subject to a Credit Event an investor in such Warrants may receive considerably less than the amount paid by such investor for the Warrants, irrespective of the performance of any Underlying and, if all of the relevant Reference Entities (or, in the case of a Warrant referencing a single Reference Entity, that Reference Entity) is subject to a Credit Event, investors in such Warrants may lose all of their investment.

The Cash Settlement Amount payable in respect of a Secured Warrant with Credit-Linkage following the giving of a Credit Event Notice will be determined by the Calculation Agent, acting in a commercially reasonable manner, by reference to the "Adjusted Fair Market Value" of the Warrant (being the fair market value of the relevant Warrants less any costs, expenses, fees, or taxes incurred by the Issuer or any of its affiliates in respect of amending or liquidating any financial instruments or transactions entered into in connection with the Warrants) and the "Recovery Rate" (being an amount determined by the Calculation Agent in accordance with the Term 4 of the Terms for Secured Warrants with Credit-Linkage).

Investors should note that the Recovery Rate in respect of a Reference Entity is not determined by reference to any one specific debt obligation of the Reference Entity. Instead, the Recovery Rate is determined by reference to an auction coordinated by ISDA in respect of certain obligations of the Reference Entity/Entities or, in certain circumstances, including if such an auction is not held, a market price as determined by the Calculation Agent.

Accordingly, the Cash Settlement Amount payable in respect of the Secured Warrant with Credit-Linkage linked to the credit and solvency of one or more Reference Entities may be different from the return that investors would have received had they been holding a particular debt instrument issued by the specified Reference Entity.

If the Recovery Rate is less than 100 per cent., an investor may get back less than their initial investment in relation to the relevant Warrant.

Postponement of payment of Cash Settlement Amount following Credit Event. If, prior to the exercise of a Series of Secured Warrants with Credit-Linkage, a Credit Event has occurred with respect to the relevant Reference Entity/Entities, payment of the Cash Settlement Amount may be delayed by up to 60 calendar days plus five business days.

(j) A Reference Entity may be replaced by a successor

The Calculation Agent may specify a successor to a Reference Entity (a "Successor") in circumstances where there has been a merger, consolidation, amalgamation, transfer of assets or liabilities, demerger, spin-off or other similar event (a "Succession Event") in respect of such Reference Entity.

This would potentially include a situation where, pursuant to the Financial Services (Banking Reform) Act 2013, the retail banking activities of a Reference Entity are moved into a legally distinct, operationally separate and economically separate and independent entity (so-called "ring fencing") or as a result of the exercise by the relevant authorities of resolution powers under the Banking Act 2009 of the United Kingdom in circumstances where a Reference Entity is in financial difficulties.

When making such selection, the Calculation Agent is obliged to act in a commercially reasonable manner, and in doing so is entitled to take into account any hedging position or arrangement that the Issuer or any of its affiliates may have entered into in connection with the Warrants, but is not required to take into account the interests of the holders of any Warrants. In circumstances where, prior to a Succession Event, the relevant Reference Entity was carrying on business as an authorised deposit-taker, the Calculation Agent is required, to the extent possible, to specify as the Successor a successor entity which is not carrying on business as an authorised deposit-taker, or in the event that this is not possible, the successor entity for which such deposit-taking business is the least significant part of its business.

It is possible that the creditworthiness of a Successor will be less than that of the original Reference Entity. In these circumstances there may be a greater risk of the occurrence of a Credit Event in respect of the Successor than may have existed in respect of the original Reference Entity and, accordingly, investors may be exposed to a greater risk of a reduced return on their investment or of suffering a loss in these circumstances.

(k) Correlation risk

The likelihood of a Credit Event occurring in respect of any Reference Entity will generally fluctuate with, among other things, the financial condition of such Reference Entity, general economic conditions, the condition of financial markets, political events, developments and trends in a particular industry and prevailing interest rates. With respect to Secured Warrants with Credit-Linkage which are linked to more than one Reference Entity, such Reference Entities are likely to be entities operating in the same industry and/or geographical area (for example, banks or financial institutions operating in the UK). Accordingly, a credit deterioration in one Reference Entity may be strongly correlated with the credit deterioration of the other Reference Entities. If one Reference Entity is negatively affected by certain market conditions, such market conditions are likely to also affect the other Reference Entities and/or the Issuer. This may result in substantial decreases in the return payable on such Secured Warrant with Credit-Linkage over a short period of time as more than one Reference Entity and possibly also the Issuer is affected by the same market conditions. Furthermore, the occurrence of a Credit Event in relation to one Reference Entity may exacerbate market conditions and contribute to the credit deterioration of the other relevant Reference Entities and/or the Issuer.

(l) Issuer need not suffer or prove financial loss with respect to any Reference Entity

With respect to Secured Warrants with Credit-Linkage, the Issuer may but is not required under the terms of the deed relating to such Secured Warrants with Credit-Linkage ("Trust Deed") to purchase debt securities of the relevant Reference Entities to post as collateral. Under the terms of the Trust Deed, the Issuer may post cash, government debt obligations and/or debt obligations of the relevant Reference Entities and accordingly the Collateral Pool for such Secured Warrants with Credit-Linkage may not in fact include debt instruments of one or more of the relevant Reference Entities. Following the delivery of a Credit Event Notice with respect to any Reference Entity, the return payable to an investor in the Secured Warrants with Credit-Linkage will be reduced and may be reduced substantially but there is no need for the Issuer to suffer any loss or provide evidence of financial loss in such instances.

5) Risks related to the market

Set out below is a brief description of the principal market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk:

The secondary market generally

Warrants may have no established trading market when issued, and one may never develop. If a market does develop, it may not be very liquid. Therefore, investors may not be able to sell their Warrants easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. This is particularly the case for Warrants that are especially sensitive to interest rate, currency or market risks, are designed for specific investment objectives or strategies or have been structured to meet the investment requirements of limited categories of investors. These types of Warrants generally would have a more limited secondary market and more price volatility than conventional debt securities. Illiquidity may have a severely adverse effect on the market value of Warrants.

If the Warrants are traded after their initial issuance, they may trade at a discount to their initial offering price, depending upon prevailing interest rates, the market for similar securities, general economic conditions, commissions paid by the Issuer or the Dealer and the financial condition of the Issuer. Although application has been made for Warrants issued under the Programme to be admitted to the Official List of the UK Listing Authority and to trading on the Regulated Market of the London Stock Exchange, there is no assurance that such application will be accepted, that any particular Tranche of Warrants will be so admitted, that an active trading market will develop or that any listing or admission to trading will be maintained.

Similar public offerings

If a large number of public offerings of similar warrants or securities similar to the Underlying (or a component thereof) are made in the United Kingdom or elsewhere, the Warrants may attract fewer investors. In addition, factors affecting the economy of the country or countries in which the companies whose shares comprise the Underlying (or components thereof) conduct their operations may affect the value of the Underlying and may make the Underlying, and accordingly the Warrants, less attractive to investors. Accordingly, the trading price of the Warrants may be adversely affected.

Exchange rate risks and exchange controls

The Issuer will pay amounts due on the Warrants in the currency specified in the Final Terms (the "Specified Currency"). This presents certain risks relating to currency conversions if an investor's financial activities are denominated principally in a currency or currency unit (the "Investor's Currency") other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the Investor's Currency may impose or modify exchange controls. An appreciation in the value of the Investor's Currency relative to the Specified Currency would decrease (1) the Investor's Currency-equivalent yield on the Warrants, (2) the Investor's Currency-equivalent value of the amounts payable on the Warrants and (3) the Investor's Currency-equivalent market value of the Warrants.

Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less capital than expected, or no capital.

Credit ratings of Issuer

The value of the Warrants may be affected, in part, by investors' general appraisal of the Issuer's creditworthiness. Such perceptions are generally influenced by the ratings accorded to the Issuer's outstanding securities by standard statistical rating services, such as Moody's Investors Service Inc., Standard & Poor's (a division of the McGraw-Hill Companies, Inc) and Fitch Ratings Limited. A reduction in the rating, if any, accorded to outstanding debt securities of the Issuer, by one of these rating agencies could result in a reduction in the trading value of the Warrants. Investors should be aware that any rating of the Issuer reflects the independent opinion of the relevant rating agency and is not a guarantee of the Issuer's credit quality. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by its assigning rating agency at any time.

6) Risks related to legal framework of the Warrants

(a) Modification, waivers and substitution

The conditions of the Warrants contain provisions for calling meetings to consider matters generally affecting the interests of the relevant Warrantholder. Defined majorities are capable of binding all Warrantholders with respect to matters considered at such meetings, including Warrantholders who did not attend or vote at the relevant meeting and Warrantholders who voted in a manner contrary to the majority. The conditions of the Warrants also provide that the Trustee may, without the consent of Warrantholders, agree to (i) any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of Warrants or (ii) determine without the consent of the Warrantholders that any actual or potential event of default shall not be treated as such or (iii) the substitution of a company other than the Issuer as principal debtor under any Warrants. Accordingly, Warrantholders are exposed to the risk that their rights in respect of the Warrants are varied against their will, which may result in an investment in any Warrants becoming less advantageous to a particular Warrantholder depending on individual circumstances.

(b) Taxation in relation to the Warrants

In certain circumstances payments made on or with respect to the Warrants after 31 December 2016 may be subject to U.S. withholding tax under Sections 1471 through 1474 of the U.S. Internal Revenue Code (commonly referred to as "FATCA"). This withholding does not apply to payments on Warrants that are issued prior to the date that is six months after the date on which the final regulations that define "foreign passthru payments" are published unless the Warrants are "materially modified" after that date or are characterised as equity for U.S. federal income tax purposes.

Accordingly, investors in the Warrants may suffer a loss on their investment if amounts are required to be deducted from any returns received to satisfy withholding tax obligations or may compromise their individual tax position by complying with any reporting obligations.

Whilst the Warrants are in global form and held within Euroclear Bank S.A./N.V. or Clearstream Banking, société anonyme (together, the "ICSDs"), in all but the most remote circumstances, it is not expected that FATCA will affect the amount of any payment received by the ICSDs (see "Taxation – U.S. withholding tax under FATCA"). However, FATCA may affect payments made to custodians or intermediaries in the subsequent payment chain leading to the ultimate investor if any such custodian or intermediary generally is unable to receive payments

free of FATCA withholding. It also may affect payment to any ultimate investor that is a financial institution that is not entitled to receive payments free of withholding under FATCA, or an ultimate investor that fails to provide its broker (or other custodian or intermediary from which it receives payment) with any information, forms, other documentation or consents that may be necessary for the payments to be made free of FATCA withholding. Investors should choose the custodians or intermediaries with care (to ensure each is compliant with FATCA or other laws or agreements related to FATCA), and provide each custodian or intermediary with any information, forms, other documentation or consents that may be necessary for such custodian or intermediary to make a payment free of FATCA withholding. Investors should consult their own tax adviser to obtain a more detailed explanation of FATCA and how FATCA may affect them. The Issuer's obligations under the Warrants are discharged once it has paid the common depository or common safekeeper for the ICSDs (as registered holder of the Warrants) and the Issuer has therefore no responsibility for any amount thereafter transmitted through hands of the ICSDs and custodians or intermediaries.

(c) Withholding on dividend equivalent payments

The U.S. Treasury Department has released proposed regulations under Section 871(m) of the U.S. Internal Revenue Code, which require withholding of up to 30% (depending on whether an income tax treaty or other exemption applies) on payments or deemed payments made to non−U.S. persons on certain financial instruments to the extent that such payments are contingent upon or determined by reference to U.S.−source dividends. Significant aspects of the application of these regulations to the Warrants are uncertain. Payments on Warrants made after 31 December 2015 that are treated by the applicable Treasury regulations as being contingent upon, or adjusted to reflect, any U.S. source dividends may be subject to this withholding. The Issuer shall not be required to pay any additional amounts or otherwise indemnify any person with respect to amounts so withheld.

(d) UK stamp duty and stamp duty reserve tax in relation to Warrants

Transactions involving Warrants may be subject to United Kingdom stamp duty or stamp duty reserve tax, and are subject to the risk that instruments effecting or evidencing transfers of Warrants and executed in the United Kingdom may not be admissible in evidence in civil proceedings unless duly stamped. An instrument of transfer executed outside the United Kingdom is also subject to the risk that it may be inadmissible in United Kingdom civil proceedings unless duly stamped after it has been first received in the United Kingdom.

(e) No Gross Up

Unless the Final Terms specify that Condition 10A (Taxation - No Gross Up) is not applicable and that Condition 10B (Taxation - Gross Up) is applicable, the Issuer will not be obliged to gross up, or pay any additional amounts in respect of, any payments in respect of the Warrants in respect of which any withholding or deduction has been required to be made in respect of any tax arising on or after the date of this Base Prospectus. Accordingly, investors may receive a lower return than would be received on an investment where no withholding tax is payable or where the relevant issuer has an automatic obligation to gross up any payments.

(f) Change of law

The conditions of the Warrants are based on English law in effect as at the date of this Base Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the date of this Base Prospectus.

Accordingly, Warrantholders are exposed to the risk that their rights in respect of the Warrants may be varied, which may result in an investment in any Warrants becoming less advantageous.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents shall be incorporated in, and to form part of, this Base Prospectus, save that any documents incorporated by reference in any of the documents set forth below do not form part of this Base Prospectus:

• 1. the registration document (the "Registration Document") of the Issuer dated 20 December 2013;
• 1. the base prospectus supplement of the Issuer dated 24 April 2014;
• 1. the annual report (including the auditors' report and audited consolidated annual financial statements) for the financial year ended 31 March 2012 of the Issuer, which has previously been published and filed with the Financial Services Authority ("FSA");
• 1. the annual report (including the auditors' report and audited consolidated annual financial statements) for the financial year ended 31 March 2013 of the Issuer, which has previously been published and filed with the FCA; and
• 1. the unaudited half yearly consolidated financial statements of the Issuer for the six months ended 30 September 2013, which have been published and filed with the FCA.

Following the publication of this Base Prospectus, a supplement may be prepared by the Issuer and approved by the FCA in accordance with Article 16 of the Prospectus Directive. Statements contained in any such supplement (or contained in any document incorporated by reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be deemed to modify or supersede statements contained in this Base Prospectus or in a document which is incorporated by reference in this Base Prospectus. Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Base Prospectus.

The documents incorporated by reference in this Base Prospectus shall not include any documents which are themselves incorporated by reference in such incorporated documents ("daisy-chained" documents). Such daisy-chained documents shall not form part of this Base Prospectus. Where only part of the documents listed above have been incorporated by reference, only information expressly incorporated by reference herein shall form part of this document and the non-incorporated parts are either not relevant for the investor or covered elsewhere in this Base Prospectus.

Copies of the documents incorporated by reference in this Base Prospectus can be obtained from (i) the registered office of the Issuer at 2 Gresham Street, London EC2V 7QP and from the specified offices of the Principal Paying Agent at Winchester House, 1 Great Winchester Street, London EC2N 2DB and (ii) the website of the Regulatory News Service operated by the London Stock Exchange at

http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

The Issuer will, in the event of any significant new factor, material mistake or inaccuracy relating to information included in this Base Prospectus which is capable of affecting the assessment of any Warrants, prepare and publish a supplement to this Base Prospectus or prepare and publish a new base prospectus for use in connection with any subsequent issue of Warrants.

DESCRIPTION OF THE WARRANTS

This section provides details of how an investment in the Warrants works and how payments under the Warrants are calculated.

Introduction

Under the Structured Warrants Programme (the "Programme") Investec Bank plc (the "Issuer") may from time to time issue warrants (the "Warrants") that are linked to the performance of one or more underlying assets (each an "Underlying").

The "Equity-Linked Warrants" are Warrants in relation to which the amount payable upon exercise of the Warrant (the "Cash Settlement Amount") is determined by the performance of an Underlying consisting of either a single share in a company which is listed on a stock exchange or a basket of such shares.

The "Index-Linked Warrants" are Warrants in relation to which the Cash Settlement Amount payable at expiry is determined by the performance of an Underlying consisting of either an index or a basket of indices.

The Warrants may also be Secured Warrants with Credit-Linkage, as described under "Collateral Credit Linkage" below.

A document known as a "Final Terms" will be prepared for each issue of Warrants. The Final Terms will give further details of the Underlying and details of how payments in respect of the Warrants will be calculated.

Amounts payable on exercise of the Warrants

The Warrants are securities under which the holder thereof has the right, but not the obligation, to exercise the Warrants and to receive payment of an amount calculated by reference to the performance of an Underlying.

Unless it has been exercised or cancelled and settled early, a Warrant will, if exercised, be settled at the end of its term on the "Expiry Date", such date being the "Exercise Date".

Kick-Out Call Warrants may be "kicked out" (i.e. exercised early) on certain specified dates before the Expiry Date depending on the performance of the Underlying.

The Cash Settlement Amount of the Warrants will depend on the performance of the relevant Underlying and on which one of a number of settlement provisions ("Settlement Provisions") apply to such Warrant. There are different Settlement Provisions for each of the following types of Warrant:

Put Warrants:

• Protection Put Warrant
• Put Warrant Downside 1
• Put Warrant Downside 2

Call Warrants:

• Full Digital Call Warrant
• Full Growth Call Warrant
• Growth Call Warrant 1
• Digital Call Warrant 1

• Growth Call Warrant 2

• Digital Call Warrant 2

• Kick-Out Call Warrant

Other than the "Full Digital Call Warrant", the "Full Growth Call Warrant" and the "Kick-Out Call Warrant", Warrants will be issued in pairs. In this case, in each pair, one of the Warrants will be a 'Put Warrant' and one will be a 'Call Warrant'. Each Warrant in a pair will be exercisable independently of the other Warrant in the pair.

Together, a Put Warrant and Call Warrant provide investors with the applicable element of protection (as specified in the relevant Final Terms) in the event of a depreciation of the Underlying and exposure to any appreciation of the Underlying which may be subject to a cap (if specified as applicable in the relevant Final Terms) and/or multiplied by a gearing (if specified as applicable in the relevant Final Terms).

Interest payable on the Warrants

The Warrants are non-interest bearing.

Measuring the level or price of the Underlying that is a single share, an index, a basket of shares or a basket of indices

The calculations which are required to be made to calculate the amounts payable in relation to each type of Warrant will be based on the level or price of the relevant Underlying at certain specified times.

Such level or price will be determined by reference either to a single date (known as the "Valuation Date") or several dates (known as "Averaging Dates"), as specified in the relevant Final Terms, as follows:

• if Averaging Dates are specified, the level or price will be the arithmetic mean of the levels or prices on the relevant Averaging Dates; and
• otherwise, the level or price will be determined as of the single date or dates specified as being the Valuation Date(s) in the relevant Final Terms.

Collateral Credit-Linkage

In addition to the return on the Warrants having the payout features discussed above, the Warrants may be secured and linked to the credit of one or more entities referred to as a "Reference Entity", being a specified financial institution or corporation listed on a regulated exchange or any state, political subdivision or government, or any agency, instrumentality, ministry, department or other authority (including, without limiting the foregoing, the central bank) thereof (a "Sovereign") (such Warrants being "Secured Warrants with Credit-Linkage").

In this way Secured Warrants with Credit-Linkage are linked to the performance of the Underlying in the same way as other Warrants that may be issued but, in addition, the risk to the return of the investor's initial investment is also dependent on whether the applicable Reference Entity(ies) goes bankrupt or insolvent, defaults on its payment obligations or is/are subject of governmental intervention or a restructuring of its/their debt obligations in a manner that is detrimental to creditors (each a "Credit Event").

Secured Warrants with Credit-Linkage may be linked to more than one Reference Entity, with a specified portion (the "Relevant Portion") of the Warrant being linked to each Reference Entity. If there is only one Reference Entity the Relevant Portion will be 100% and accordingly, in addition to the Underlying, the risk to the return of the investor's entire investment will be dependent on whether or not the single named Reference Entity is subject to a Credit Event.

If there is more than one Reference Entity, the Warrant will be split between the total number of Reference Entities in the proportions specified in the relevant Final Terms. For example, if there are five Reference Entities, the Relevant Portion for each Reference Entity may be specified as 20% and accordingly, if one of the Reference Entities is subject to a Credit Event, a 2 % portion of the investor's initial investment will be at risk.

Credit-Linkage

Credit-Linkage is applicable to Secured Warrants with Credit-Linkage. Accordingly, if a Reference Entity is subject to a Credit Event, then the portion (the "Relevant Portion") of the Warrant linked to such Reference Entity may be reduced by multiplying the fair and reasonable value of the Relevant Portion of the Warrant (taking into account movements in the performance of the Underlying, volatility, interest rates, time to expiry and hedging costs but disregarding the effect of the Credit Event in respect of such Reference Entity on the initial investment) (the "Value") relating to that portion by the "Recovery Rate"

The Recovery Rate is determined by reference to an auction coordinated by ISDA in respect of certain obligations of the relevant Reference Entity/Entities or, in certain circumstances, including if such an auction is not held, a market price as determined by the Calculation Agent. If the Recovery Rate is less than 100 per cent., an investor may get back less than their initial investment in respect of the Relevant Portion.

In some circumstances it may not be possible to determine the Recovery Rate (and hence the amount payable in respect of the Relevant Portion relating to the relevant Reference Entity/Entities) by the Expiry Date of the Warrants (or any applicable Early Exercise Date). In such circumstances, the Expiry Date (or any applicable Early Exercise Date) may be postponed by up to 60 calendar days plus five business days.

Explanations of the Amounts payable under different types of Warrants

As described above, the Cash Settlement Amount of each Warrant will in all cases reflect the performance of the Underlying. The following overviews and worked examples assume that there are no "disrupted days" (e.g. days on which the relevant stock exchange is not open for business). They also assume,wherethe overviews and workedexamples relateto a pair of Warrants, that both Warrants are held by a single investor, with relevant Warrant(s) being exercised to the extent in the money (i.e. entitling the investor to receive a return upon their exercise) or expiring worthless to the extent not in the money.

The following table sets out for each pair of Warrants that may be issued with details of where the following can be found in this Base Prospectus:

• (i) an explanation of the payments under each Warrant or, as applicable, each pair of Warrants and a related worked example; and
• (ii) the technical formula that will be used for calculating the price of each Warrant or, as applicable, each such Warrant that makes up a pair.

	Explanation of payments and worked example	Technical Formula for exercise amount of related Warrants
Warrant Combination	(page)	(page)
Digital Call Warrant 1 and Protection Put Warrant	60	153 (Digital Call Warrant 1) 154 (Protection Put Warrant)
Growth Call Warrant 1 and Protection Put Warrant	62	151 (Growth Call Warrant 1)

		154 (Protection Put Warrant)
Digital Call Warrant 2 and Put Warrant Downside 1	65	156 (Digital Call Warrant 2)
		154 (Protection Put Warrant)
Growth Call Warrant 2 and Put Warrant Downside 1	68	155 (Growth Call Warrant 2)
Digital Call Warrant 2 and Put Warrant Downside 2	72	157 (Put Warrant Downside 1)
Growth Call Warrant 2 and Put Warrant Downside 2	75	156 (Digital Call Warrant 2)
Full Digital Call Warrant (Single Warrant)	78	150
Full Growth Call Warrant (Single Warrant)	80	148
Kick-Out Call Warrant (Single Warrant)	82	161

1. Digital Call Warrant 1 and Protection Put Warrant – Overview

The cash settlement amount of these Warrants at the expiry date will be based on the performance of an Underlying.

The potential payouts at expiry for Digital Call Warrant 1 and Protection Put Warrant are as follows:

Scenario A –Digital Return

If at expiry the level or price of the Underlying is greater than a specified percentage of the initial level or price of the Underlying (the "Return Threshold"), an investor will receive:

"Digital Return" being their initial investment multiplied by a specified percentage return.

Scenario B – Return of Investment

If at expiry the level or price of the Underlying is less than or equal to the Return Threshold, an investor will receive an amount equal to its initial investment with no additional return.

Digital Call Warrant 1 and Protection Put Warrant - worked example

The example below is of a pair of Warrants, comprising (i) the Digital Call Warrant 1 and (ii) the Protection Put Warrant. Each Warrant has a final expiry date of five years from the issue date and is linked to the performance of a single index (the "Index"). This example further assumes an initial investment of GB 1, and an "Initial Index Level" (i.e. the index level on the issue date) of 6,000.

At the end of year 5, the Final Index Level will be used to determine the cash settlement amount on each Warrant. The "Final Index Level" is the closing level of the Index at the end of year .

Provided the investor holds the Warrants as a pair until expiry, if the Final Index Level is greater than 6, (i.e. 1 % of the Initial Index Level being the "Return Threshold"), the investor will receive their initial investment multiplied by 13 % (13 % being the "Digital Return").

If the Final Index Level is less than or equal to the Return Threshold, the investor will receive

back their initial investment with no additional return.

The above scenarios are now considered in more detail:

Exercise after 5 years

Scenario A – Digital Return

The Final Index Level is 6,600 and therefore higher than the Return Threshold.

In this case the investor will receive back an amount equal to their initial investment multiplied by 130%; therefore on an initial investment of GBP1,000 an investor in the pair of Warrants would receive:

GBP1,000 x 130% = GBP1,300

This cash settlement amount is divided between the pair of Warrants as follows:

Digital Call Warrant 1:

GBP1,300

Protection Put Warrant:

GBPZero*

*In the event that the Final Index Level is greater than or equal to the Initial Index Level, the Protection Put Warrant will expire with a value of zero and the Digital Return will be provided by the Digital Call Warrant 1.

Scenario B – Return of Investment

The Final Index Level is 3,000 and therefore less than the Return Threshold. In this case an investor will receive back their initial investment with no additional return. The return of the initial investment will be split between the Warrants as follows:

Digital Call Warrant 1:

GBP625.00

Protection Put Warrant:

GBP375.00

Table of further illustrative payouts

The below table shows a number of potential payouts at the expiry of the pair of Warrants based on an initial investment of GBP1,000, an Initial Index Level of 6,000, a Return Threshold of 100% and a Digital Return of 130%.

Final Index Level	Digital Call Warrant 1	Protection Put Warrant	Total (Digital Call Warrant 1 plus Protection Put Warrant)
10,500 (75% higher than the Initial Index Level)	GBP1,300	GBPZero*	GBP1,300
8,700 (45% higher than the Initial Index Level)	GBP1,300	GBPZero	GBP1,300

6,060 (1% higher than the Initial Index Level)	GBP1,300	GBPZero	GBP1,300
6,000 (no change from Initial Index Level)	GBP1,000	GBPZero	GBP1,000
5,940 (1% lower than the Initial Index Level)	GBP987.50	GBP12.50	GBP1,000
3,300 (45% lower than the Initial Index Level)	GBP437.50	GBP562.50	GBP1,000
1,500 (75% lower than the Initial Index Level)	GBP62.50	GBP937.50	GBP1,000
900 (85% lower than the Initial Index Level)	GBPZero**	GBP1,000	GBP1,000

• * In the event that the Final Index Level is greater than or equal to the Initial Index Level, the Protection Put Warrant will expire with a value of zero and the Digital Return will be provided by the Digital Call Warrant 1.
• ** In the event that the Final Index Level is less than or equal to 20% of the Initial Index Level, the Digital Call Warrant 1 will expire with a value of zero and the initial investment will be returned by the Protection Put Warrant.

2. Growth Call Warrant 1 and Protection Put Warrant – Overview

The cash settlement amount of these Warrants at the expiry date will be based on the performance of an Underlying.

The potential payouts at expiry for Growth Call Warrant 1 and Protection Put Warrant are as follows:

Scenario A – Growth Return

If at expiry the level or price of the Underlying is greater than a specified percentage of the initial level or price of the Underlying (the "Return Threshold"), an investor will receive:

"Growth Return" being their initial investment plus a percentage based on the difference between the final level or price of the Underlying, and the initial level or price of the Underlying (as applicable); this additional return may be subject to a cap (i.e. maximum amount) or gearing (i.e. a percentage by which any change in the level or price of the Underlying is multiplied, known as "Gearing"),

Scenario B – Return of Investment

If at expiry the level or price of the Underlying is less than or equal to the Return Threshold, an investor will receive an amount equal to its initial investment with no additional return.

Growth Call Warrant 1 and Protection Put Warrant - worked example

The example below is of a pair of Warrants, comprising (i) the Growth Call Warrant 1 and (ii) the Protection Put Warrant. Each Warrant has a final expiry date of five years from the issue date and is linked to the performance of a single index (the "Index"). This example further assumes an initial investment of GB 1, and an "Initial Index Level" (i.e. the index level on the issue date) of 6,000.

At the end of year 5, the Final Index Level will be used to determine the cash settlement amount on each Warrant. The "Final Index Level" is the closing level of the Index at the end of year .

Provided the investor holds the Warrants as a pair until expiry, if the Final Index Level is greater than 6,000 (i.e. 100% of the Initial Index Level being the "Return Threshold"), the investor will receive their initial investment plus 12 % (being "Gearing") of any increase in the level of the Index at the end of year 5 with an upper limit of a 100% increase on their initial investment ("Cap").

If the Final Index Level is less than or equal to the Return Threshold, the investor will receive back their initial investment with no additional return.

The above scenarios are now considered in more detail:

Exercise after 5 years

Scenario A – Growth Return

The Final Index Level is 6,600 and therefore higher than the Return Threshold.

In this case the investor will receive back their initial investment plus an amount equal to the growth of the Index multiplied by 120%, subject to a maximum of 100% increase on their initial investment; therefore on an initial investment of GBP1,000 an investor in the pair of Warrants would receive:

GBP1,000 plus the minimum of:

(a) Cap: 100% (GBP1,000)

(b) Growth: 120% x (6,600 – 6,000)/6,000 = 12% (GBP120)

Accordingly an investor will receive GBP1,000 + GBP120 = GBP1,120

This cash settlement amount is divided between the pair of Warrants as follows:

Growth Call Warrant 1:

GBP1,120

Protection Put Warrant:

GBPZero*

*In the event that the Final Index Level is greater than or equal to the Initial Index Level, the Protection Put Warrant will expire with a value of zero and the Growth Return will be provided by the Growth Call Warrant 1.

Scenario B – Return of Investment

The Final Index Level is 3,000 and therefore less than the Return Threshold. In this case an investor will receive back their initial investment with no additional return. The return of the initial investment will be split between the Warrants as follows:

Growth Call Warrant 1:

GBP625.00

Protection Put Warrant:

GBP375.00

Table of further illustrative payouts

The below table shows a number of potential payouts at the expiry of the pair of Warrants based on an initial investment of GBP1,000, an Initial Index Level of 6,000, a Return Threshold of 100%, a Gearing of 120% and a Cap of 100% of the initial investment.

Final Index Level	Growth Call Warrant	Protection Put Warrant	Total (Growth Call Warrant 1 plus Protection Put Warrant)
10,500 (75% higher than the Initial Index Level)	GBP1,900	GBPZero*	GBP1,900
8,700 (45% higher than the Initial Index Level)	GBP1,540	GBPZero	GBP1,540

6,060 (1% higher than the Initial Index Level)	GBP1,012	GBPZero	GBP1,012
6,000 (no change from Initial Index Level)	GBP1,000	GBPZero	GBP1,000
5,940 (1% lower than the Initial Index Level)	GBP987.50	GBP12.50	GBP1,000
3,300 (45% lower than the Initial Index Level)	GBP437.50	GBP562.50	GBP1,000
1,500 (75% lower than the Initial Index Level)	GBP62.50	GBP937.50	GBP1,000
900 (85% lower than the Initial Index Level)	GBPZero**	GBP1,000	GBP1,000

• * In the event that the Final Index Level is greater than or equal to the Initial Index Level, the Protection Put Warrant will expire with a value of zero and the Growth Return will be provided by the Growth Call Warrant 1.
• ** In the event that the Final Index Level is less than or equal to 20% of the Initial Index Level, the Growth Call Warrant 1 will expire with a value of zero and the initial investment will be returned by the Protection Put Warrant.

3. Digital Call Warrant 2 and Put Warrant Downside 1 – Overview

The cash settlement amount of these Warrants at the expiry date will be based on the performance of an Underlying, and in certain circumstances this may result in the investor receiving an amount less than their initial investment.

The potential payouts at expiry for Digital Call Warrant 2 and Put Warrant Downside 1 are as follows:

Scenario A – Digital Return

If at expiry the level or price of the Underlying is greater than a specified percentage of the initial level or price of the Underlying (the "Return Threshold"), an investor will receive:

"Digital Return" being their initial investment multiplied by a specified percentage return.

Scenario B – Return of Investment

If at expiry either:

• the level or price of the Underlying is less than or equal to the Return Threshold and greater than or equal to the initial level or price of the Underlying; or
• the level or price of the Underlying is less than the initial level or price of the Underlying and the "Barrier Condition"* is satisfied,

an investor will receive an amount equal to its initial investment with no additional return.

Scenario C – Loss of Investment

If at expiry the level or price of the Underlying is less than the initial level or price of the Underlying (as applicable) and the "Barrier Condition" is not satisfied, an investor's investment will be reduced by an amount linked to the downside performance of the Underlying.

*The "Barrier Condition" is satisfied where the Underlying has not fallen below a specified percentage of the initial level or price of the Underlying either: (i) at any time during the period specified in the relevant Final Terms or (ii) on a particular date or dates specified in the relevant Final Terms.

Digital Call Warrant 2 and Put Warrant Downside 1 - worked example

The example below is of a pair of Warrants, comprising (i) the Digital Call Warrant 2 and (ii) the Put Warrant Downside 1. Each Warrant has a final expiry date of five years from the issue date and is linked to the performance of a single share (the "Share"). This example further assumes an initial investment of GBP1,000 and an "Initial Share Price" (i.e. the share price on the issue date) of 1,000.

At the end of year 5, the Final Share Price will be used to determine the cash settlement amount on each Warrant. The "Final Share Price" is the closing price of the Share at the end of year 5.

Provided the investor holds the Warrants as a pair until expiry, if the Final Share Price is greater than 1, (i.e. 1 % of the Initial Share rice being the "Return Threshold"), the investor will receive their initial investment multiplied by 16 % (16 % being the "Digital Return").

If the Final Share Price is equal to 1,000 the investor will receive back their initial investment with no additional return.

If the Barrier Condition is satisfied but the Final Share Price is lower than the Initial Share Price, then the investor will receive back their initial investment with no additional return.

If at any point during the term of the Warrants (the entire term of the Warrants being the "Observation Period") the Share rice falls to less than (i.e. % of the Initial Share rice, being the "Barrier Level"), such drop to less than the Barrier Level will mean the Barrier Condition is not satisfied. If the Barrier Condition is not satisfied and the Final Share Price is less than the Initial Share rice, an investor's investment will be reduced by 1% for every 1% fall in the Share Price at expiry, including partial percentages.

The above scenarios are now considered in more detail:

Exercise after 5 years

Scenario A – Digital Return

The Final Share Price is 1,300 and therefore higher than the Return Threshold.

In this case the investor will receive back an amount equal to their initial investment multiplied by 160%; therefore on an initial investment of GBP1,000 an investor in the pair of Warrants would receive:

GBP1,000 x 160% = GBP1,600

This cash settlement amount is divided between the pair of Warrants as follows:

Digital Call Warrant 2:

GBP1,600

Put Warrant Downside 1:

GBPZero*

*In the event that the Final Share Price is greater than or equal to the Initial Share Price, the Put Warrant Downside 1 will expire with a value of zero and the Digital Return will be provided by the Digital Call Warrant 2.

Scenario B – Return of Investment

The Final Share Price is 1,000 and therefore equal to the Initial Share Price (being 1,000). In this case an investor will receive back their initial investment with no additional return. The return of the initial investment will be split between the Warrants as follows:

Digital Call Warrant 2:

GBP1,000

Put Warrant Downside 1:

GBPZero*

*In the event that the Final Share Price is greater than or equal to the Initial Share Price, the Put Warrant Downside 1 will expire with a value of zero and the return of investment will be provided by the Digital Call Warrant 2.

Scenario C – Loss of Investment

The Final Share Price is 400 and therefore less than the Initial Share Price (being 1,000) and in addition, the Barrier Condition is not satisfied (i.e. the price of the Share has fallen to less than 500 during the Observation Period).

In this case an investor will receive back their initial investment reduced by 1% for every 1% fall of the Final Share Price; therefore on an initial investment of GBP1,000 an investor in the pair of Warrants will receive:

GBP1,000 X 400/1,000 = GBP400

The GBP400 will be split between the Warrants as follows:

Digital Call Warrant 2:

GBP250.00

Put Warrant Downside 1:

GBP150.00

Table of further illustrative payouts

The below table shows a number of potential payouts at expiry of the pair of Warrants based on an initial investment of GBP1,000, an Initial Share Price of 1,000, a Return Threshold of 100%, a Digital Return of 160% and a Barrier Level of 500.

Final Share Price	Digital Call Warrant 2	Put Warrant Downside 1	Total (Digital Call Warrant 2 plus Put Warrant Downside 1)
1,750 (75% higher than the Initial Share Price)	GBP1,600	GBPZero*	GBP1,600

1,450 (45% higher than the Initial Share Price)	GBP1,600	GBPZero	GBP1,600
1,010 (1% higher than the Initial Share Price)	GBP1,600	GBPZero	GBP1,600
1,000 (no change from Initial Share Price)	GBP1,000	GBPZero	GBP1,000
990 (1% lower than the Initial Share Price) and Barrier Condition not satisfied	GBP987.50	GBP2.50	GBP990
650 (35% lower than the Initial Share Price) and Barrier Condition satisfied	GBP562.50	GBP437.50	GBP1,000
650 (35% lower than the Initial Share Price) and Barrier Condition not satisfied	GBP562.50	GBP87.50	GBP650
250 (75% lower than the Initial Share Price)**	GBP62.50	GBP187.50	GBP250
150 (85% lower than the Initial Share Price)**	GBPZero***	GBP150	GBP150

• * In the event that the Final Share Price is greater than or equal to the Initial Share Price, the Put Warrant Downside 1 will expire with a value of zero and the Digital Return will be provided by the Digital Return Call Warrant 2.
• ** The Final Share Price being 250 or 150 means that it would have fallen to less than 500 (i.e. 50% of the Initial Share Price) during the term of the Warrants, therefore the Barrier Condition cannot have been satisfied.
• *** In the event that the Final Share Price is less than or equal to 20% of the Initial Share Price, the Digital Call Warrant 2 will expire with a value of zero and the reduced initial investment will be returned by the Put Warrant Downside 1.

4. Growth Call Warrant 2 and Put Warrant Downside 1 – Overview

The cash settlement amount of these Warrants at the expiry date will be based on the performance of an Underlying, and in certain circumstances this may result in the investor receiving an amount less than their initial investment.

The potential payouts at expiry for Growth Call Warrant 2 and Put Warrant Downside 1 are as follows:

Scenario A – Growth Return

If at expiry the level or price of the Underlying is greater than a specified percentage of the initial level or price of the Underlying (the "Return Threshold"), an investor will receive:

"Growth Return" being their initial investment plus a percentage based on the difference between the final level or price of the Underlying, and the initial level or price of the Underlying (as applicable); this additional return may be subject to a "Cap" (i.e. maximum amount) or gearing (i.e. a percentage by which any change in the level or price of the Underlying is multiplied, known as "Gearing").

Scenario B – Return of Investment

If at expiry either:

• the level or price of the Underlying is less than or equal to the Return Threshold and greater than or equal to the initial level or price of the Underlying; or
• the level or price of the Underlying is less than the initial level or price of the Underlying and the "Barrier Condition"* is satisfied,

an investor will receive an amount equal to its initial investment with no additional return.

Scenario C – Loss of Investment

If at expiry the level or price of the Underlying is less than the initial level or price of the Underlying (as applicable) and the "Barrier Condition" is not satisfied, an investor's investment will be reduced by an amount linked to the downside performance of the Underlying.

*The "Barrier Condition" is satisfied where the Underlying has not fallen below a specified percentage of the initial level or price of the Underlying either: (i) at any time during the period specified in the relevant Final Terms or (ii) on a particular date or dates specified in the relevant Final Terms.

Growth Call Warrant 2 and Put Warrant Downside 1 - worked example

The example below is of a pair of Warrants, comprising (i) the Growth Call Warrant 2 and (ii) the Put Warrant Downside 1. Each Warrant has a final expiry date of five years from the issue date and is linked to the performance of a single share (the "Share"). This example further assumes an initial investment of GB 1, and an "Initial Share Price" (i.e. the share price on the issue date) of 1,000.

At the end of year 5, the Final Share Price will be used to determine the cash settlement amount on each Warrant. The "Final Share Price" is the closing price of the Share at the end of year 5.

Provided the investor holds the Warrants as a pair until expiry, if the Final Share Price is greater than 1, (i.e. 1 % of the Initial Share rice being the "Return Threshold"), the investor will receive their initial investment plus 2 % (being "Gearing") of any increase in the price of the Share at the end of year 5 with an upper limit of a 100% increase on their initial investment ("Cap").

If the Final Share Price is equal to 1,000, the investor will receive back their initial investment with no additional return.

If the Barrier Condition is satisfied but the Final Share Price is lower than the Initial Share Price, then the investor will receive back their initial investment with no additional return.

If at any point during the term of the Warrants (the entire term of the Warrants being the "Observation Period") the Share rice falls to less than (i.e. % of the Initial Share rice, being the "Barrier Level"), such drop to less than the Barrier Level will mean the Barrier Condition is not satisfied. If the Barrier Condition is not satisfied and the Final Share Price is less than the Initial Share rice, an investor's investment will be reduced by 1% for every 1% fall in the Share Price at expiry, including partial percentages.

The above scenarios are now considered in more detail:

Exercise after 5 years

Scenario A – Growth Return

The Final Share Price is 1,300 and therefore higher than the Return Threshold.

In this case the investor will receive back their initial investment plus an amount equal to the upside performance of the Share multiplied by 200%, subject to a maximum return of 100% increase on their initial investment. Therefore on an initial investment of GBP1,000 an investor in the pair of Warrants would receive:

GBP1,000 plus the minimum of:

(a) Cap: 100% (GBP, 1,000); and

(b) Growth: 200% x (1,300 – 1,000)/1,000 = 60% (GBP600)

Accordingly, an investor will receive GBP1,000 + GBP600 = GBP1,600

This cash settlement amount is divided between the pair of Warrants as follows:

Growth Call Warrant 2:

GBP1,600

Put Warrant Downside 1:

GBPZero*

*In the event that the Final Share Price is greater than or equal to the Initial Share Price, the Put Warrant Downside 1 will expire with a value of zero and the Growth Return will be provided by the Growth Call Warrant 2.

Scenario B – Return of Investment

The Final Share Price is 1,000 and therefore equal to the Initial Share Price (being 1,000). In this case an investor will receive back their initial investment with no additional return. The return of the initial investment will be split between the Warrants as follows:

Growth Call Warrant 2:

GBP1,000

Put Warrant Downside 1:

GBPZero*

*In the event that the Final Share Price is greater than or equal to the Initial Share Price, the Put Warrant Downside 1 will expire with a value of zero and the return of investment will be provided by the Growth Call Warrant 2.

Scenario C – Loss of Investment

The Final Share Price is 400 and therefore less than the Initial Share Price (being 1,000) and in addition, the Barrier Condition is not satisfied (i.e. the price of the Share has fallen to less than 500 during the Observation Period).

In this case an investor will receive back their initial investment reduced by 1% for every 1% fall of the Final Share Price; therefore on an initial investment of GBP1,000 an investor in the pair of Warrants will receive:

GBP1,000 X 400/1,000 = GBP400

The GBP400 will be split between the Warrants as follows:

Growth Call Warrant 2:

GBP250.00

Put Warrant Downside 1:

GBP150.00

Table of further illustrative payouts

The below table shows a number of potential payouts at expiry of the pair of Warrants based on an initial investment of GBP1,000, an Initial Share Price of 1,000, a Return Threshold of 1,000, a Cap of 100% of the initial investment, a Gearing of 200% and a Barrier Level of 500.

Final Share Price	Growth Call Warrant 2	Put Warrant Downside 1	Total (Growth Call Warrant 2 plus Put Warrant Downside 1)
1,750 (75% higher than the Initial Share Price)	GBP2,000	GBPZero*	GBP2,000
1,450 (45% higher than the Initial Share Price)	GBP1,900	GBPZero	GBP1,900
1,010 (1% higher than the Initial Share Price)	GBP1,020	GBPZero	GBP1,020
1,000 (no change from Initial Share Price)	GBP1,000	GBPZero	GBP1,000
990 (1% lower than the Initial Share Price) and Barrier Condition not satisfied	GBP987.50	GBP2.50	GBP990
650 (35% lower than the Initial Share Price) and Barrier Condition satisfied	GBP562.50	GBP437.50	GBP1,000
650 (35% lower than the Initial Share Price) and Barrier Condition not	GBP562.50	GBP87.50	GBP650

satisfied 250 (75% lower than the Initial Share	GBP62.50	GBP187.50	GBP250
Price)**
150 (85% lower than the Initial Share Price)**	GBPZero***	GBP150	GBP150

• * In the event that the Final Share Price is greater than or equal to the Initial Share Price, the Put Warrant Downside 1 will expire with a value of zero and the Growth Return will be provided by the Growth Return Call Warrant 2.
• ** The Final Share Price being 250 or 150 means that it would have fallen to less than 500 (i.e. 50% of the Initial Share Price) during the term of the Warrants, therefore the Barrier Condition cannot have been satisfied.
• *** In the event that the Final Share Price is less than or equal to 20% of the Initial Share Price, the Growth Call Warrant 2 will expire with a value of zero and the reduced initial investment will be returned by the Put Warrant Downside 1.

5. Digital Call Warrant 2 and Put Warrant Downside 2 – Overview

The cash settlement amount of these Warrants at the expiry date will be based on the performance of an Underlying, and in certain circumstances this may result in the investor receiving an amount less than their initial investment.

The potential payouts at expiry for Digital Call Warrant 2 and Put Warrant Downside 2 are as follows:

Scenario A – Digital Return

If at expiry the level or price of the Underlying is greater than a specified percentage of the initial level or price of the Underlying (the "Return Threshold"), an investor will receive:

"Digital Return" being their initial investment multiplied by a specified percentage return.

Scenario B – Return of Investment

If at expiry the level or price of the Underlying is less than or equal to the Return Threshold and greater than or equal to a specified level or price of the Underlying (the "Upper Strike"), an investor will receive an amount equal to its initial investment with no additional return.

Scenario C – Loss of Investment

If at expiry the level or price of the Underlying is less than the Upper Strike, an investor's investment will be reduced by an amount linked to the downside performance of the Underlying between the Upper Strike and another specified level or price of the Underlying (being the "Lower Strike").

Digital Call Warrant 2 and Put Warrant Downside 2- worked example

The example below is of a pair of Warrants, comprising (i) the Digital Call Warrant 2 and (ii) the Put Warrant Downside 2. Each Warrant has a final expiry date of five years from the issue date and is linked to the performance of a single share (the "Share"). This example further assumes an initial investment of GB 1, and an "Initial Share Price" (i.e. the share price on the issue date) of 1,000.

At the end of year 5, the Final Share Price will be used to determine the cash settlement amount on each Warrant. The "Final Share Price" is the closing price of the Share at the end of year 5.

Provided the investor holds the Warrants as a pair until expiry, if the Final Share Price is greater than 1,000 (i.e. 1 % of the Initial Share rice being the "Return Threshold"), the investor will receive their initial investment multiplied by 14 % (14 % being the "Digital Return").

If the Final Share Price is equal to 1, (i.e. 1 % of the Initial Share rice being the "Upper Strike"), the investor will receive back their initial investment with no additional return.

If the Final Share rice is less than the Upper Strike, the investor's investment will be reduced by 1% for every 1% fall in the Share Price at expiry between 1,000 (i.e. the Upper Strike) and (i.e. % of the Initial Share rice being the "Lower Strike"), including partial percentages.

The above scenarios are now considered in more detail:

Exercise after 5 years

Scenario A – Digital Return

The Final Share Price is 1,300 and therefore higher than the Return Threshold.

In this case the investor will receive back an amount equal to their initial investment multiplied by 145%; therefore on an initial investment of GBP1,000 an investor in the pair of Warrants would receive:

GBP1,000 x 145% = GBP1,450

This cash settlement amount is divided between the pair of Warrants as follows:

Digital Call Warrant 2:

GBP1,450

Put Warrant Downside 2:

GBPZero*

*In the event that the Final Share Price is greater than or equal to the Initial Share Price, the Put Warrant Downside 2 will expire with a value of zero and the Digital Return will be provided by the Digital Call Warrant 2.

Scenario B – Return of Investment

The Final Share Price is 1,000 and therefore equal to the Upper Strike (being 1,000). In this case an investor will receive back their initial investment with no additional return. The return of the initial investment will be split between the Warrants as follows:

Digital Call Warrant 2:

GBP1,000

Put Warrant Downside 2:

GBPZero*

*In the event that the Final Share Price is greater than or equal to the Initial Share Price, the Put Warrant Downside 2 will expire with a value of zero and the return of investment will be provided by the Digital Call Warrant 2.

Scenario C – Loss of Investment

The Final Share Price is 700 and therefore less than the Upper Strike (being 1,000). In this case an investor will receive their initial investment reduced by 1% for every 1% fall of the Share Price at expiry between 1,000 and 500; therefore on an initial investment of GBP1,000 an investor in the pair of Warrants will receive:

GBP1,000 X 700/1,000 = GBP700

The GBP700 will be split between the Warrants as follows:

Digital Call Warrant 2:

GBP625.00

Put Warrant Downside 2:

GBP75.00

Table of further illustrative payouts

The below table shows a number of potential payouts at expiry of the pair of Warrants based on an initial investment of GBP1,000, an Initial Share Price of 1,000, a Return Threshold of 1,000, a Digital Return of 145% and an Upper Strike and Lower Strike of 1,000 and 500 respectively.

Final Share Price	Digital Call Warrant 2	Put Warrant Downside 2	Total (Digital Call Warrant 2 plus Put Warrant Downside 2)
1,750 (75% higher than the Initial Share Price)	GBP1,450	GBPZero*	GBP1,450
1,450 (45% higher than the Initial Share Price)	GBP1,450	GBPZero	GBP1,450
1,010 (1% higher than the Initial Share Price)	GBP1,450	GBPZero	GBP1,450
1,000 (no change from Initial Share Price)	GBP1,000	GBPZero	GBP1,000
990 (1% lower than the Initial Share Price)	GBP987.50	GBP2.50	GBP990
650 (35% lower than the Initial Share Price)	GBP562.50	GBP87.50	GBP650
250 (75% lower than the Initial Share Price)	GBP62.50	GBP437.50	GBP500**
150 (85% lower than the Initial Share Price)	GBPZero***	GBP500.00	GBP500

• * In the event that the Final Share Price is greater than or equal to the Initial Share Price, the Put Warrant Downside 2 will expire with a value of zero and the Digital Return will be provided by the Digital Return Call Warrant 2.
• ** Here the Final Share Price has fallen below the Lower Strike of 500, however the investor is only exposed to any drop in the Final Share Price between 1,000 and 500.
• *** In the event that the Final Share Price is less than or equal to 20% of the Initial Share Price, the Digital Call Warrant 2 will expire with a value of zero and the reduced initial investment will be returned by the Put Warrant Downside 2.

6. Growth Call Warrant 2 and Put Warrant Downside 2 – Overview

The cash settlement amount of these Warrants at the expiry date will be based on the performance of an Underlying, and in certain circumstances this may result in the investor receiving an amount less than their initial investment.

The potential payouts at expiry for Growth Call Warrant 2 and Put Warrant Downside 2 are as follows:

Scenario A – Growth Return

If at expiry the level or price of the Underlying is greater than a specified percentage of the initial level or price of the Underlying (the "Return Threshold"), an investor will receive:

"Growth Return" being their initial investment plus a percentage based on the difference between the final level or price of the Underlying, and the initial level or price of the Underlying (as applicable); this additional return may be subject to a "Cap" (i.e. maximum amount) or gearing (i.e. a percentage by which any change in the level or price of the Underlying is multiplied, known as "Gearing").

Scenario B – Return of Investment

If at expiry the level or price of the Underlying is less than or equal to the Return Threshold and greater than or equal to a specified level or price of the Underlying (the "Upper Strike"), an investor will receive an amount equal to its initial investment with no additional return.

Scenario C – Loss of Investment

If at expiry the level or price of the Underlying is less than the Upper Strike, an investor's investment will be reduced by an amount linked to the downside performance of the Underlying between the Upper Strike and another specified level or price of the Underlying (being the "Lower Strike").

Growth Call Warrant 2 and Put Warrant Downside 2 - worked example

The example below is of a pair of Warrants, comprising (i) the Growth Call Warrant 2 and (ii) the Put Warrant Downside 2. Each Warrant has a final expiry date of five years from the issue date and is linked to the performance of a single share (the "Share"). This example further assumes an initial investment of GB 1, and an "Initial Share Price" (i.e. the share price on the issue date) of 1,000.

At the end of year 5, the Final Share Price will be used to determine the cash settlement amount on each Warrant. The "Final Share Price" is the closing price of the Share at the end of year 5.

Provided the investor holds the Warrants as a pair until expiry, if the Final Share Price is greater than 1, (i.e. 1 % of the Initial Share rice being the "Return Threshold"), the investor will receive their initial investment plus 1 % (being "Gearing") of any increase in the price of the Share at the end of year 5 with no upper limit.

If the Final Share rice is equal to 1, (i.e. 1 % of the Initial Share rice being the "Upper Strike"), the investor will receive back their initial investment with no additional return.

If the Final Share rice is less than the Upper Strike, the investor's investment will be reduced by 1% for every 1% fall in the Share Price at expiry between 1,000 (i.e. the Upper Strike) and 5 (i.e. % of the Initial Share rice being the "Lower Strike"), including partial percentages.

The above scenarios are now considered in more detail:

Exercise after 5 years

Scenario A – Growth Return

The Final Share Price is 1,300 and therefore higher than the Return Threshold.

In this case the investor will receive back their initial investment plus an amount equal to the upside performance of the Share multiplied by 150%, with no upper limit. Therefore on an initial investment of GBP1,000 an investor in the pair of Warrants would receive:

GBP1,000 plus 150% x (1,300 – 1,000)/1,000 = 45% (GBP450)

Accordingly an investor will receive GBP1,000 + GBP450= GBP1,450

This cash settlement amount is divided between the pair of Warrants as follows:

Growth Call Warrant 2:

GBP1,450

Put Warrant Downside 2:

GBPZero*

*In the event that the Final Share Price is greater than or equal to the Initial Share Price, the Put Warrant Downside 2 will expire with a value of zero and the Growth Return will be provided by the Growth Call Warrant 2.

Scenario B – Return of Investment

The Final Share Price is 1,000 and therefore equal to the Upper Strike (being 1,000). In this case an investor will receive back their initial investment with no additional return. The return of the initial investment will be split between the Warrants as follows:

Growth Call Warrant 2:

GBP1,000

Put Warrant Downside 2:

GBPZero*

*In the event that the Final Share Price is greater than or equal to the Initial Share Price, the Put Warrant Downside 2 will expire with a value of zero and the return of investment will be provided by the Growth Call Warrant 2.

Scenario C – Loss of Investment

The Final Share Price is 400 and therefore less than the Upper Strike (being 1,000). In this case an investor will receive back their initial investment reduced by 1% for every 1% fall of the Final Share Price between 1,000 and 500; therefore on an initial investment of GBP1,000 an investor in the pair of Warrants will receive:

GBP1,000 X 400/1,000 = GBP500

The GBP500 will be split between the Warrants as follows:

Growth Call Warrant 2:

GBP250.00

Put Warrant Downside 2:

GBP250.00

Table of further illustrative payouts

The below table shows a number of potential payouts at expiry of the pair of Warrants based on an initial investment of GBP1,000, an Initial Share Price of 1,000, a Return Threshold of 100%, Gearing of 150% and an Upper Strike and Lower Strike of 1,000 and 500 respectively.

Final Share Price	Growth Call Warrant 2	Put Warrant Downside 2	Total (Growth Call Warrant 2 plus Put Warrant Downside 2)
1,750 (75% higher than the Initial Share Price)	GBP2,125	GBPZero*	GBP2,125
1,450 (45% higher than the Initial Share Price)	GBP1,675	GBPZero	GBP1,675
1,010 (1% higher than the Initial Share Price)	GBP1,015	GBPZero	GBP1,015
1,000 (no change from Initial Share Price)	GBP1,000	GBPZero	GBP1,000
990 (1% lower than the Initial Share Price)	GBP987.50	GBP2.50	GBP990
650 (35% lower than the Initial Share Price)	GBP562.50	GBP87.50	GBP650
250 (75% lower than the Initial Share Price)	GBP62.50	GBP437.50	GBP500**
150 (85% lower than the Initial Share Price)	GBPZero***	GBP500	GBP500

• * In the event that the Final Share Price is greater than or equal to the Initial Share Price, the Put Warrant Downside 2 will expire with a value of zero and the Growth Return will be provided by the Growth Return Call Warrant 2.
• ** Here the Final Share Price has fallen below the Lower Strike of 500, however the investor is only exposed to any drop in the Final Share Price between 1,000 and 500.
• *** In the event that the Final Share Price is less than or equal to 20% of the Initial Share Price, the Growth Call Warrant 2 will expire with a value of zero and the reduced initial investment will be returned by the Put Warrant Downside 2.

7. Full Digital Call Warrant – Overview

The cash settlement amount of this Warrant at the expiry date will be based on the performance of an Underlying, and in certain circumstances this may result in the investor receiving an amount less than their initial investment.

The potential payouts at expiry for the Full Digital Call Warrant are as follows:

Scenario A – Digital Return

If at expiry the level or price of the Underlying is greater than a specified percentage of the initial level or price of the Underlying (the "Return Threshold"), an investor will receive:

"Digital Return" being their initial investment multiplied by a specified percentage return.

Scenario B – Return of Investment

If at expiry the level or price of the Underlying is less than or equal to the Return Threshold and greater than or equal to the initial level or price of the Underlying, an investor will receive an amount equal to its initial investment with no additional return.

Scenario C – Loss of Investment

If at expiry the level or price of the Underlying is less than the initial level or price of the Underlying, an investor will receive its initial investment reduced by an amount linked to the downside performance of the Underlying; this downside performance may be subject to gearing (i.e. a percentage by which any change in the level or price of the Underlying is multiplied).

Full Digital Call Warrant - worked example

The example below is of a Full Digital Call Warrant. The Warrant has a final expiry date of five years from the issue date and is linked to the performance of a single index (the "Index"). This example further assumes an initial investment of GB 1, and an "Initial Index Level" (i.e. the index level on the issue date) of 6,000.

At the end of year 5, the Final Index Level will be used to determine the cash settlement amount on the Warrant. The "Final Index Level" is the average of the closing levels of the Index on five specified days at the end of year 5.

If the Final Index Level is greater than 6,600 (i.e. 110% of the Initial Index Level being the "Return Threshold"), the investor will receive their initial investment multiplied by 170% (170% being the "Digital Return").

If the Final Index Level is less than or equal to the Return Threshold and greater than or equal to the Initial Index Level, the investor will receive back their initial investment with no additional return.

If the Final Index Level is less than the Initial Index Level, the investor's investment will be reduced by . % ("Gearing") for every 1% fall in the Final Index Level at expiry, including partial percentages.

The above scenarios are now considered in more detail:

Exercise after 5 years

Scenario A – Digital Return

The Final Index Level is 6,700 and therefore higher than the Return Threshold.

In this case the investor will receive back an amount equal to their initial investment multiplied by 170%; therefore on an initial investment of GBP1,000 an investor in the Warrant would receive:

GBP1,000 x 170% = GBP1,700

Scenario B – Return of Investment

The Final Index Level is 6,100 and therefore less than the Return Threshold (being 6,600) and greater than the Initial Index Level (being 6,000).

In this case an investor will receive back their initial investment with no additional return; therefore, on an initial investment of GBP1,000 an investor in the Warrant would receive:

GBP,1000 X 100% = GBP1,000

Scenario C – Loss of Investment

The Final Index Level is 4,200 and therefore less than the Initial Index Level. The Final Index Level (4,200) is 30% lower than the Initial Index Level (6, ). Therefore an investor's initial investment will be reduced by 15%, as an investor loses 0.5% for every 1% fall. Therefore, on an initial investment of GBP1,000 an investor in the Warrant would receive:

GBP1,000 – 15% = GBP850

Table of further illustrative payouts

The below table shows a number of potential payouts at expiry of the Warrant based on an initial investment of GBP1,000, an Initial Index Level of 6,000, a Return Threshold of 110%, a Gearing of 50% and a Digital Return of 170%.

Final Index Level	Return to investor
10,500 (75% higher than the Initial Index Level)	GBP1,700
8,700 (45% higher than the Initial Index Level)	GBP1,700
6,060 (1% higher than the Initial Index Level)	GBP1,000
6,000 (no change from Initial Index Level)	GBP1,000
5,940 (1% lower than the Initial Index Level)	GBP995
3,300 (45% lower than the Initial Index Level)	GBP775
1,500 (75% lower than the Initial Index Level)	GBP625
900 (85% lower than the Initial Index Level)	GBP575

8. Full Growth Call Warrant – Overview

The cash settlement amount of this Warrant at the expiry date will be based on the performance of an Underlying, and in certain circumstances this may result in the investor receiving an amount less than their initial investment.

The potential payouts at expiry for the Full Growth Call Warrant are as follows:

Scenario A – Growth Return

If at expiry the level or price of the Underlying is greater than a specified percentage of the initial level or price of the Underlying (the "Return Threshold"), an investor will receive:

"Growth Return" being their initial investment plus a percentage based on the difference between the final level or price of the Underlying, and the initial level or price of the Underlying (as applicable); this additional return may be subject to a cap (i.e. maximum amount) or gearing (i.e. a percentage by which any change in the level or price of the Underlying is multiplied, known as "Gearing 1"),

Scenario B – Return of Investment

If at expiry the level or price of the Underlying is less than or equal to the Return Threshold and greater than or equal to the initial level or price of the Underlying, an investor will receive an amount equal to its initial investment with no additional return.

Scenario C – Loss of Investment

If at expiry the level or price of the Underlying is less than the initial level or price of the Underlying, an investor will receive its initial investment reduced by an amount linked to the downside performance of the Underlying; this downside performance may be subject to gearing (i.e. a percentage by which any change in the level or price of the Underlying is multiplied).

Full Growth Call Warrant - worked example

The example below is of a Full Growth Call Warrant. The Warrant has a final expiry date of five years from the issue date and is linked to the performance of a single index (the "Index"). This example further assumes an initial investment of GB 1, and an "Initial Index Level" (i.e. the index level on the issue date) of 6,000.

At the end of year 5, the Final Index Level will be used to determine the cash settlement amount on the Warrant. The "Final Index Level" is the average of the closing levels of the Index on five specified days at the end of year 5.

If the Final Index Level is greater than 6,000 (i.e. 100% of the Initial Index Level being the "Return Threshold"), the investor will receive their initial investment plus 2 % (being "Gearing 1") of any increase in the level of the Index at the end of year with no upper limit.

If the Final Index Level is equal to the Return Threshold (and therefore also equal to the Initial Index Level), the investor will receive back their initial investment with no additional return.

If the Final Index Level is less than the Initial Index Level, the investor's investment will be reduced by 1% for every 1% fall in the Final Index Level at expiry, including partial percentages.

The above scenarios are now considered in more detail:

Exercise after 5 years

Scenario A – Growth Return

The Final Index Level is 6,600 and therefore higher than the Return Threshold.

In this case the investor will receive back an amount equal to their initial investment plus the growth of the Index multiplied by Gearing 1 (being 250%),therefore on an initial investment of

GBP1,000 an investor in the Warrant would receive:

GBP1,000 plus 250% x (6,600-6,000)/6,000 = 25% (GBP250)

Accordingly an investor will receive GBP1,000 + GBP250 = GBP1,250

Scenario B – Return of Investment

The Final Index Level is 6,000 and therefore equal to the Return Threshold (being 6,000) and the Initial Index Level (also being 6,000).

In this case an investor will receive back their initial investment with no additional return; therefore, on an initial investment of GBP1,000 an investor in the Warrant would receive:

GBP1,000 X 100% = GBP1,000

Scenario C – Loss of Investment

The Final Index Level is 4,500 and therefore less than the Initial Index Level.

In this case an investor will receive their initial investment reduced by 1% for every 1% fall of the Index level at expiry. Therefore, on an initial investment of GBP1,000 an investor in the Warrant would receive:

GBP1,000 x 4,500/6,000 = GBP750

Table of further illustrative payouts

The below table shows a number of potential payouts at expiry of the Warrant based on an initial investment of GBP1,000, an Initial Index Level of 6,000, a Return Threshold of 100% and a Gearing 1 of 250%.

Final Index Level	Return to investor
10,500 (75% higher than the Initial Index Level)	GBP2,875
8,700 (45% higher than the Initial Index Level)	GBP2,125
6,060 (1% higher than the Initial Index Level)	GBP1,025
6,000 (no change from Initial Index Level)	GBP1,000
5,940 (1% lower than the Initial Index Level)	GBP975
3,300 (45% lower than the Initial Index Level)	GBP550
1,500 (75% lower than the Initial Index Level)	GBP250
900 (85% lower than the Initial Index Level)	GBP150

9. Kick-Out Call Warrant – Overview

These Warrants have the potential for early exercise (kick out) on a certain date or dates prior to expiry specified in the Final Terms, depending on the level or price of the Underlying at that time. If the Warrants kick out early an investor will receive a return of their initial investment plus a fixed percentage payment.

If there has been no kick out, the return on the Warrants at expiry will be based on the performance of an Underlying, and in certain circumstances this may result in the investor receiving an amount less than their initial investment.

The potential payouts at expiry for the Kick-Out Call Warrant are as follows:

Scenario A – Upside Return or Digital Return

If at expiry the level or price of the Underlying is greater than a specified percentage of the initial level or price of the Underlying (the "Return Threshold"), an investor will receive:

• "Growth Return" being their initial investment plus a percentage based on the difference between the final level or price of the Underlying, and the initial level or price of the Underlying (as applicable); this additional return may be subject to a cap (i.e. maximum amount) or gearing (i.e. a percentage by which any change in the level or price of the Underlying is multiplied, known as "Gearing 1"); or
• "Digital Return" being their initial investment multiplied by a specified percentage return

Scenario B – Return of Investment

If at expiry either:

• the level or price of the Underlying is less than or equal to the Return Threshold and greater than or equal to the initial level or price of the Underlying; or
• the level or price of the Underlying is less than the initial level or price of the Underlying and the "Barrier Condition"* is satisfied,

an investor will receive an amount equal to its initial investment with no additional return.

Scenario C – Loss of Investment

If at expiry the level or price of the Underlying is less than the initial level or price of the Underlying (as applicable) and the "Barrier Condition" is not satisfied, an investor's investment will be reduced by an amount linked to the downside performance of the Underlying.

*The "Barrier Condition" is satisfied where the Underlying has not fallen below a specified percentage of the initial level or price of the Underlying either: (i) at any time during the period specified in the relevant Final Terms or (ii) on a particular date or dates specified in the relevant Final Terms.

Kick Out Call Warrant - worked example

The example below is of a five year Warrant linked to the performance of the FTSE® 100 index (the "Index") and assumes an initial investment of GBP1,000 and an "Initial Index Level" (i.e. the index level on the issue date) of 6,000.

In this example, Digital Return is applicable.

The Warrant has the potential to "kick out" at the end of years 1, 2, 3 or 4 depending on the performance of the Index. This means the Warrant will be exercisable prior to the expiry date, returning the investor's initial investment plus a fixed payment, in this case 11. % per annum.

If the Warrant does not kick out early and continues to the end of year 5, the Final Index Level will be used to determine the return on the Warrant. The "Final Index Level" is the average of the closing levels of the Index on five specified days at the end of year 5.

If the Final Index Level is greater than 6,000 (i.e. 100% of the Initial Index Level, being the "Return Threshold"), the investor will receive their initial investment multiplied by 157.5% (157.5% being the "Digital Return").

If at any point during the term of the Warrant (the entire term of the Warrant being the "Observation Period") the Index falls to less than 3,600 (i.e. 60% of the Initial Index Level, being the "Barrier Level"), such drop to less than the Barrier Level will mean that the Barrier Condition is not satisfied. If the Barrier Condition is not satisfied and the Final Index Level is lower than the Return Threshold, an investor's investment will be reduced by 1% for every 1% fall in the Index at expiry, including partial percentages.

If the Barrier Condition is satisfied but the Final Index Level is lower than the Return Threshold, then the investor will receive back their initial investment with no additional return.

The above scenarios are now described in further detail:

Early Exercise (kick out)

If at the end of years 1, 2, 3 or 4 the average of the closing levels of the Index on the relevant anniversary of the Warrant and the four previous specified days is above 6,000, the Warrant will be exercisable early (kick out) and an investor will receive back their initial investment plus 11.5% per annum.

Accordingly, if the Warrant kicks out at the end of year 2, the investor will receive:

GBP1,000 x 123% = GBP1,230

If the Warrant does not kick out at the end of years 1, 2, 3 or 4 (i.e. the level of the Index is equal to or below 6,000 on each of these dates), the Warrant will continue to expiry.

Exercise after 5 years

Scenario A – Digital Return

The Final Index Level is 6,600 and therefore higher than the Return Threshold.

In this case an investor will receive back 157.5% of their initial investment; therefore, on an

initial investment of GBP1,000 an investor in the Warrant would receive:

GBP1,000 x 157.5% = GBP1,575

Scenario B – No Return

The Final Index Level is 5,000 and therefore lower than the Return Threshold but the Barrier Condition is satisfied (i.e. the level of the Index has not fallen to less than 3,600 during the Observation Period).

In this case an investor will receive back their initial investment with no additional return; therefore, on an initial investment of GBP1,000 an investor in the Warrant would receive:

GBP1,000 x 100% = GBP1,000

Scenario C – Loss of Investment

The Final Index Level is 5,400 and therefore lower than the Return Threshold and the Barrier Condition is not satisfied (i.e. the level of the Index has fallen to less than 3,600 during the Observation Period).

In this case an investor will receive their initial investment reduced by 1% for every 1% fall of the Index at expiry, therefore, on an initial investment of GBP1,000 an investor in the Warrant would receive:

GBP1,000 x 5,400/ 6,000 = GBP900

Table of further illustrative payouts

The below table shows a number of potential pay-outs at expiry (assuming no early exercise has occurred) based on an initial investment of GBP1,000, an Initial Index Level of 6,000, a Digital Return at expiry of 157.5% and a Barrier Level of 3,600:

Final Index Level	Barrier Condition Satisfied	Barrier Condition not Satisfied
10,500 (75% higher than Initial Index Level)	GBP1,575	GBP1,575
8,700 (45% higher than Initial Index Level)	GBP1,575	GBP1,575
6,060 (1% higher than Initial Index Level)	GBP1,575	GBP1,575
6,000 (no change from Initial Index Level)	GBP1,000	GBP1,000
5,940 (1% lower than initial index level)	GBP1,000	GBP990
3,300 (45% lower than Initial Index Level)	Not possible*	GBP550
1,500 (75% lower than Initial Index Level)	Not possible*	GBP250

* The Index being 3,300 or 1,500 at expiry means that it would have fallen to less than 3,600 (i.e. 60% of the Initial Index Level) during the term of the Warrant, therefore the Barrier Condition cannot have been satisfied

GENERAL TERMS AND CONDITIONS OF THE WARRANTS

The following are the general terms and conditions (the "Conditions") which apply to all Warrants.

In addition to these Conditions, certain optional settlement provisions and additional terms relating (as applicable) to Equity-Linked Warrants, Index-Linked Warrants and/or Secured Warrants with Credit-Linkage (as set out in Parts B and C of this Base Prospectus) (the "Terms") will apply to the Warrants if so specified in the relevant Final Terms (as defined below).

The relevant Final Terms (or the relevant provisions thereof) will be endorsed upon, or attached to, each Global Registered Warrant and Definitive Registered Warrant.

This Warrant is one of a Series (as defined below) of Warrants issued by Investec Bank plc (the "Issuer") constituted by a principal trust deed dated on or about 20 May 2014 (such principal trust deed as further modified and/or supplemented and/or restated from time to time, the "Principal Trust Deed") made between the Issuer and Deutsche Trustee Company Limited (the "Trustee", which expression shall include any successor as Trustee), as supplemented in relation to any Series of Secured Warrants by a supplemental trust deed relating to the Collateral Pool (as defined below) securing such Series of Warrants (such supplemental trust deed, as amended and/or supplemented and/or restated from time to time, the "Supplemental Trust Deed") and made between the Issuer, the Custodian (as defined below) and the Trustee.

References herein to the "Trust Deed" shall mean, in relation to any Series of Warrants:

• (i) if such Series is a Series of unsecured Warrants, the Principal Trust Deed; and
• (ii) if such Series is a Series of Warrants which are secured and whose return is linked to the credit of one or more Financial institutions or corporations listed on a regulated exchange or a Sovereign entity ("Secured Warrants with Credit Linkeage") the Principal Trust Deed together with the Supplemental Trust Deed relating to such Series.

References herein to the "Warrants" shall be references to the Warrants of this Series and shall mean:

• (i) in relation to any Warrants represented by a registered global Warrant (a "Global Registered Warrant"), units of each Specified Unit (as defined in Condition 2(c)) in the Specified Currency;
• (ii) any Global Registered Warrant;
• (iii) any Warrants in individual certificated registered form ("Definitive Registered Warrants") (whether or not issued in exchange for a Global Registered Warrant in registered form); and
• (iv) in relation to any Warrants in uncertificated registered form ("Uncertificated Registered Warrants"), units of each Specified Unit in the Specified Currency.

For the avoidance of doubt, references herein to "Registered Warrants" are to Global Registered Warrants and/or Definitive Registered Warrants and do not include Uncertificated Registered Warrants.

The Warrants have the benefit of an agency agreement dated on or about 20 May 2014 (such agency agreement, as amended and/or supplemented and/or restated from time to time, the "Agency Agreement") and made between the Issuer, the Trustee and Deutsche Bank AG, London Branch as issuing and principal paying agent (the "Principal Paying Agent", which expression shall include any successor agent) and the other paying agent named therein (together with the Principal Paying Agent, the "Paying Agents", which expression shall include

any additional or successor paying agents), Deutsche Bank AG, London Branch as warrant agent (the "Warrant Agent", which expression shall include any successor agent), Deutsche Bank Luxembourg S.A. as registrar in relation to Registered Warrants (the "Registrar", which expression shall include any additional or successor registrar) and the other transfer agents named therein (together with the Registrar, the "Transfer Agents", which expression shall include any additional or successor transfer agents), Deutsche Bank AG, London Branch as custodian (the "Custodian", which expression shall include any additional or successor custodian) with respect to Secured Warrants and Deutsche Bank AG, London Branch as verification agent (the "Verification Agent", which expression shall include any additional or successor verification agent) with respect to Secured Warrants. The Issuer will also appoint Investec Bank plc as calculation agent (the "Calculation Agent", which expression shall include any successor calculation agents) to carry out any necessary calculations or valuations in respect of the Warrants (unless specified otherwise). In addition, the Issuer has entered into an agency agreement with Computershare Investor Services plc and the Trustee dated on or about the date of this Base Prospectus (such agency agreement, as amended and/or supplemented and/or restated from time to time, the "Computershare Agency Agreement") appointing the latter as registrar and paying agent (the "CREST Registrar", which expression shall include any additional or successor registrar) with respect to Uncertificated Registered Warrants.

The Final Terms for this Warrant (or the relevant provisions thereof) are set out in Part A of the Final Terms relating to this Warrant. Such Final Terms supplement these Conditions and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Conditions, replace or modify these Conditions for the purposes of this Warrant.

The relevant Final Terms will specify whether, in addition to these Conditions, certain optional additional terms relating (as applicable) to Equity-Linked Warrants, Index-Linked Warrants and/or Secured Warrants with Credit-Linkage (as set out in the Trust Deed) (the "Terms") will apply to the Warrants.

References to the "relevant Final Terms" are to Part A of the Final Terms (or the relevant provisions thereof) relating to this Warrant.

As used herein, "Tranche" means Warrants which are identical in all respects (including as to listing and admission to trading) and "Series" means a Tranche of Warrants together with any further Tranche or Tranches of Warrants which are (i) expressed to be consolidated and form a single series and (ii) identical in all respects (including as to listing and admission to trading) except for their respective Issue Dates and/or Issue Prices.

Copies of the Principal Trust Deed, the Computershare Agency Agreement and the Agency Agreement are available for inspection during normal business hours at the registered office for the time being of the Trustee, being at Winchester House, 1 Great Winchester Street, London EC2N 2DB and at the specified office of each of the Principal Paying Agent, the Registrar, the CREST Registrar and any other Paying Agents and Transfer Agents (such Principal Paying Agent, the Warrant Agent, the Registrar, the CREST Registrar, any other Paying Agents and Transfer Agents being together referred to as the "Agents"). Copies of the relevant Final Terms and any applicable Supplemental Trust Deed are available for viewing at, and copies may be obtained 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 save that, if this Warrant is neither admitted to trading on a regulated market in the European Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive, the relevant Final Terms and any applicable Supplemental Trust Deed will only be obtainable by a Warrantholder holding one or more Warrants and such Warrantholder must produce evidence satisfactory to the Issuer and the Trustee or (as the case may be) the relevant Agent as to its holding of such Warrants and identity. The Warrantholders are deemed to have notice of, are bound by and are entitled to the benefit of, all the provisions of the Trust Deed and the relevant Final Terms which are applicable to them, and are deemed to have notice of all the provisions of the Agency Agreement and the Computershare Agency Agreement. The statements in these Conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed.

Words and expressions defined in the Trust Deed, the Agency Agreement or used in the relevant Final Terms shall have the same meanings where used in the Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Trust Deed and the Agency Agreement, the Trust Deed will prevail and, in the event of inconsistency between the Trust Deed or the Agency Agreement and the relevant Final Terms, the relevant Final Terms will prevail.

1. DEFINITIONS

In these Conditions:

"Actual Exercise Date" means, in relation to any Warrant, the Exercise Date on which such Warrant is actually exercised in accordance with Condition 6 (Exercise Procedures).

"Business Day" means a day which is both:

• (a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in London and each Additional Business Centre specified in the relevant Final Terms; and
• (b) either (1) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (if other than London and any Additional Business Centre) or (2) in relation to any sum payable in euro, a TARGET Settlement Day.

"Cash Settlement Amount Payment Date" means, in relation to any Warrant, the day which is two Business Days immediately following the Actual Exercise Date of such Warrant;

"Clearing System(s)" means the ICSDs or CREST (or any successor clearing systems).

"Early Cancellation Cash Settlement Amount" means, in relation to any Warrant, its Fair Market Value or its Face Amount (as specified in the relevant Final Terms).

"Early Exercise Cash Settlement Amount" shall have the meaning given to it in the applicable Terms;

"Early Exercise Date" shall have the meaning given to it in the applicable Terms;

"Early Exercise Event" shall have the meaning given to it in the applicable Terms;

"Exercise Business Day" means a day that is a Business Day and a day on which each of the relevant Clearing System(s) is open for business.

"Exercise Expenses" means, in relation to any Warrant, all costs, taxes, duties and/or expenses, including any applicable depository charges, transaction or exercise charges, stamp duty, stamp duty reserve tax, issue, registration, securities transfer and/or other costs, taxes or duties (together with any interest additions to tax or penalties applicable thereto and any interest in respect of such additions or penalties) which the Calculation Agent determines may be or would be, or would have been incurred (A) in connection with the exercise of such Warrants and (B) by the Issuer or any affiliate had such entity unwound or varied any underlying related hedging arrangements in respect of the Warrants.

"Exercise Notice" means any notice of exercise in the form scheduled to the Agency Agreement or such other form as may from time to time be agreed by the Issuer and the Principal Paying Agent which is delivered by a Warrantholder or the Warrant Agent, as applicable, in accordance with Conditions 6(b) and 6(g) (Exercise Notice).

"Fair Market Value" means, in relation to any Warrant which is to be cancelled early, its fair market value as of such cancellation date less any costs, expenses, fees, or taxes incurred by the Issuer or any of its affiliates in respect of amending or liquidating any financial instruments or transactions entered into in connection with the Warrants in respect of the early cancellation of the Warrants (all as determined by the Calculation Agent).

"Hedging Event" means the occurrence of either of the following events or circumstances arising due to any reason (including but not limited to the adoption of, application of or change of any applicable law or regulation after the Issue Date of a Series of Warrants):

• (a) it becomes impossible or impracticable for the Issuer or its counterparty of any hedging transaction to:
• (i) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge its obligations with respect to the relevant Warrants (a "Hedging Transaction"); or
• (ii) realise, recover or remit the proceeds of any such Hedging Transaction; or
• (b) the Issuer or the counterparty under such Hedging Transaction would be subject to an increased cost (as compared to the circumstances existing on the Issue Date in respect of such Series of Warrants) in entering into or maintaining such Hedging Transaction (including, but not limited to, any internal cost arising as a result of compliance with any applicable law or regulation),

in each case as determined by the Issuer or the Calculation Agent in its sole and absolute discretion.

"ICSDs" means each of Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg").

"Illegality Event" means that:

• (a) the performance of the Issuer's obligations shall have become unlawful or impracticable, in whole or in part, in particular as a result of compliance with any applicable present or future law, rule, regulation, judgment, order or directive or with any requirement or request of any governmental, administrative, legislative or judicial authority or power; or
• (b) the Issuer would be subject to an increased cost (as compared to the circumstances existing on the Issue Date in respect of such Series of Warrants) in entering into or maintaining a Series of Warrants in particular as a result of compliance with any applicable present or future law, rule, regulation, judgment, order or directive or with any requirement or request of any governmental, administrative, legislative or judicial authority or power.

"Payment Day" means any day which is:

• (a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in:
• (i) in the case of Definitive Registered Warrants only, the relevant place of presentation;
• (ii) London; and
• (iii) each Additional Financial Centre specified in the relevant Final Terms; and
• (b) either (1) in relation to any sum payable in a Specified Currency other than euro, 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 the principal financial centre of the country of the relevant Specified Currency (if other than the place of presentation (in the case of Definitive Registered

Warrants only), London and any Additional Financial Centre) or (2) in relation to any sum payable in euro, a TARGET Settlement Day.

"Relevant Date" means the date on which any payment under Condition 10B (Taxation – Gross up) first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Principal Paying Agent or the Trustee, as the case may be, on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Warrantholders in accordance with Condition 14 (Notices).

"TARGET2" means the Trans-European Automated Real-Time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.

"TARGET Settlement Day" means any day on which TARGET2 is open for the settlement of payments in euro.

"Tax Jurisdiction" means the United Kingdom or any political subdivision or any authority thereof or therein having power to tax.

2. FORM, TYPE, UNITS AND TITLE

(a) Form

The Warrants are in registered form or uncertificated registered form as specified in the relevant Final Terms, in the Specified Currency and the Specified Unit(s) (each as defined below).

(b) Type

The Final Terms relating to any Warrant will specify whether this Warrant is:

• (i) an Equity-Linked Warrant or an Index-Linked Warrant;
• (ii) an Unsecured Warrant or a Secured Warrant; and
• (iii) a call Warrant ("Call Warrant") or a put Warrant ("Put Warrant").

(c) Units

Each Warrant will have its Issue Price and Face Amount specified in the relevant Final Terms.

Warrants will be issued in units (a "Unit") comprising the number of Warrants specified in the relevant Final Terms (a "Specified Unit"). Warrants must be exercised in Units. Any Exercise Notice which purports to exercise Warrants in breach of this provision shall be void and of no effect.

(d) Title

(i) Registered Warrants

The Issuer, any Agent and the Trustee will (except as otherwise required by law) deem and treat the registered holder of any Registered Warrant (the "Warrantholder" or "holder" of such Warrant) as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Registered Warrant, without prejudice to the provisions set out below.

A certificate will be issued to each Warrantholder in respect of its registered holding. Each such certificate will be numbered serially with an identifying number which will be recorded in the register maintained by the Registrar in respect of the Registered Warrants (the "Register").

Title to the Registered Warrants will pass upon registration of transfers in the Register in accordance with the provisions of the Agency Agreement and Condition 3 (Transfers of Definitive Registered Warrants).

For so long as any Warrant is represented by a Global Registered Warrant held on behalf of any of the ICSDs, each person (other than the ICSDs) who is for the time being shown in the records of the ICSDs as the holder of a particular number of such Warrants (in which regard any certificate or other document issued by the relevant ICSD as to the number of such Warrants standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Agents and the Trustee as the holder of such number of such Warrants for all purposes other than with respect to the payment of amounts under such number of such Warrants, for which purpose the registered holder of the relevant Registered Global Registered Warrant shall be treated by the Issuer, any Agent and the Trustee as the holder of such number of such Warrants in accordance with and subject to the terms of the relevant Global Registered Warrant and the expressions "Warrantholder" and "holder of Warrants" and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular number of Warrants as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned.

Warrants represented by a Global Registered Warrant will be transferable only in accordance with the rules and procedures for the time being of the relevant ICSD.

References to Euroclear and/or Clearstream, Luxembourg or the ICSDs shall, whenever the context permits, be deemed to include a reference to any additional or alternative clearing system specified in the relevant Final Terms or as may otherwise be approved by the Issuer, the Principal Paying Agent and the Trustee.

(ii) Uncertificated Registered Warrants

The Uncertificated Registered Warrants shall be issued in uncertificated registered form in accordance with the Uncertificated Securities Regulations 2001, including any modification or re-enactment thereof for the time being in force (the "Regulations"). The Uncertificated Registered Warrants are participating securities for the purposes of the Regulations. Title to the Uncertificated Registered Warrants is recorded on the relevant Operator register of corporate securities. The CREST Registrar on behalf of the Issuer shall maintain a record of uncertified corporate securities (the "Record") in relation to the Uncertificated Registered Warrants and shall procure that the Record is regularly updated to reflect the Operator register of corporate securities in accordance with the rules of the Operator. Subject to this requirement, (i) each person who is for the time being shown in the Record as the holder of a particular number of Uncertificated Registered Warrants shall be treated by the Issuer and the CREST Registrar as the holder of such number of Uncertificated Registered Warrants for all purposes (and the expressions "Warrantholder" and "holder of Uncertificated Registered Warrants" and related expressions shall be construed accordingly), and (ii) none of the Issuer and the CREST Registrar shall be liable in respect of any act or thing done or omitted to be done by it or on its behalf in reliance upon the assumption that the particulars entered in the Record which the CREST Registrar maintains are in accordance with particulars

entered in the Operator register of corporate securities relating to the Uncertificated Registered Warrants.

Title to Uncertificated Registered Warrants will pass upon registration of the transfer in the Operator register of corporate securities. All transactions in relation to Uncertificated Registered Warrants (including transfers of Uncertificated Registered Warrants) in the open market or otherwise must be effected through an account at the Operator subject to and in accordance with the rules and procedures for the time being of the Operator.

No provisions of these Conditions as amended in accordance with the relevant Final Terms shall (notwithstanding anything contained therein) apply or have effect to the extent that it is in any respect inconsistent with (I) the holding of title to Uncertificated Registered Warrants in uncertificated form, (II) the transfer of title to Uncertificated Registered Warrants by means of a relevant system or (III) the Regulations. Without prejudice to the generality of the preceding sentence and notwithstanding anything contained in these Conditions or the relevant Final Terms, so long as the Uncertificated Registered Warrants are participating securities, (A) the Operator register of corporate securities relating to the Uncertificated Registered Warrants shall be maintained at all times in the United Kingdom, (B) the Uncertificated Registered Warrants may be issued in uncertificated form in accordance with and subject as provided in the Regulations, and (C) for the avoidance of doubt, the Terms and Conditions and the relevant Final Terms in relation to any Uncertificated Registered Warrant shall remain applicable notwithstanding that they are not endorsed on any certificate for such Uncertificated Registered Warrant.

As used herein each of "Operator register of corporate securities", "participating securities", "record of uncertificated corporate securities" and "relevant system" is as defined in the Regulations and the relevant Operator (as such term is used in the Regulations) is Euroclear UK and Ireland Limited (formerly known as CRESTCo Limited) or any additional or alternative operator from time to time approved by the Issuer and the CREST Registrar in relation to the Uncertificated Registered Warrants and in accordance with the Regulations. Any reference herein to the "Operator" shall, whenever the context so permits, be deemed to include a reference to any such additional or alternative Operator from time to time and notified to the holders of the Uncertificated Registered Warrants in accordance with Condition 14 (Notices).

Except in the limited circumstances provided in the Trust Deed, Definitive Registered Warrants will not be issued, either initially or in exchange for an Uncertificated Registered Warrant.

3. TRANSFERS OF REGISTERED WARRANTS

(a) Transfers of interests in Global Registered Warrants

Transfers of beneficial interests in Global Registered Warrants will be effected by the relevant ICSD and, in turn, by other participants and, if appropriate, indirect participants in such Clearing Systems acting on behalf of beneficial transferors and transferees of such interests. A beneficial interest in a Global Registered Warrant will, subject to compliance with all applicable legal and regulatory restrictions, be exchangeable for Definitive Registered Warrants only in accordance with the rules and operating procedures for the time being of the relevant ICSD and in accordance with the provisions of such Global Registered Warrant.

(b) Transfers of Definitive Registered Warrants

Upon the terms and subject to the conditions set forth in the Agency Agreement, a Definitive Registered Warrant may be transferred in whole or in part (in the Specified Units set out in the relevant Final Terms). In order to effect any such transfer (i) the

Warrantholder must (A) surrender the Definitive Registered Warrant for registration of the transfer of the Definitive Registered Warrant (or the relevant part of the Definitive Registered Warrant) at the specified office of the Registrar or any Transfer Agent, with the form of transfer thereon duly executed by the Warrantholder or his or their attorney or attorneys duly authorised in writing and (B) complete and deposit such other certifications as may be required by the Registrar or, as the case may be, the relevant Transfer Agent and (ii) the Registrar or, as the case may be, the relevant Transfer Agent must, after due and careful enquiry, be satisfied with the documents evidencing title and the identity of the person making the request. Any such transfer will be subject to such reasonable regulations as the Issuer and the Registrar may from time to time prescribe (the initial such regulations being set out in Schedule 2 (Register and Transfer of Registered Warrants) to the Agency Agreement). Subject as provided above, the Registrar or, as the case may be, the relevant Transfer Agent will, within three business days (being for this purpose a day on which banks are open for business in the city where the specified office of the Registrar or, as the case may be, the relevant Transfer Agent is located) of the request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), authenticate and deliver, or procure the authentication and delivery of, at its specified office to the transferee, or (at the risk of the transferee) send by uninsured mail to such address as the transferee may request, a new Definitive Registered Warrant representing a like number of Warrants to the Definitive Registered Warrant (or the relevant part of the Definitive Registered Warrant) transferred. In the case of the transfer of part only of a Definitive Registered Warrant, a new Definitive Registered Warrant in respect of the balance of the Definitive Registered Warrant not transferred will be so authenticated and delivered or (at the risk of the transferor) sent to the transferor.

(c) Costs of registration

Warrantholders will not be required to bear the costs and expenses of effecting any registration of transfer as provided above, except for any costs or expenses of delivery other than by regular uninsured mail and except that the Issuer may require the payment of a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration.

(d) Exchanges and transfers of Definitive Registered Warrants generally

Holders of Definitive Registered Warrants may exchange such Warrants for interests in a Global Registered Warrant of the same Series at any time.

4. STATUS OF THE WARRANTS

The Warrants are direct, unconditional, unsubordinated and (subject to the provisions of Term 1 (Security) (as set out in the "Additional Terms and Conditions of the Secured Warrants in the Trust Deed")) unsecured obligations of the Issuer that rank and will rank pari passu among themselves and (save for certain obligations required to be preferred by law) at least equally with all other unsecured obligations of the Issuer, from time to time outstanding.

5. RIGHTS ON EXERCISE

(a) "European Style" Exercise

The Warrants are "European Style" warrants and, except as provided in Term 4 (Early Exercise), if applicable, are exercisable only on the Exercise Date, which shall fall on the same day as the Expiry Date; provided, however, that if such date is not an Exercise Business Day, the Exercise Date shall be the immediately succeeding Exercise Business Day.

Any Warrant with respect to which no Exercise Notice has been delivered in the manner set out in Condition 6 (Exercise Procedures) on the Exercise Date, or, if applicable, the

Early Exercise Date, shall become void in accordance with Condition 5(c) (Rights on Exercise – Warrants Void on Expiry).

(b) Cash Settlement

Each Warrant, upon exercise, entitles the holder thereof to receive from the Issuer on the Cash Settlement Amount Payment Date an amount calculated in accordance with the relevant Final Terms (the "Cash Settlement Amount") in the currency (the "Specified Currency") specified as being the Specified Currency in the relevant Final Terms.

(c) Warrants Void on Expiry

Warrants with respect to which an Exercise Notice has not been duly completed and delivered to the relevant Clearing System (in the case of Warrants held in a Clearing System) and to the Principal Paying Agent, in the manner set out in Condition 6 (Exercise Procedure), before 10.00 a.m. (local time in the place where the Clearing System through which such Warrants are exercised is located, or local time in the city in which the Principal Paying Agent is located in all other cases) on the Expiry Date, or, in respect of any Warrants in relation to which an Early Exercise Event has occurred, on the Early Exercise Date (but excluding, for this purpose, any Warrants which are exercised in accordance with Condition 5(d) (Rights on Exercise – Automatic Exercise by Warrant Agent), shall become void.

(d) Automatic Exercise by Warrant Agent

Notwithstanding Condition 5(c) (Rights on Exercise – Warrants Void on Expiry) unless Automatic Exercise is specified as "Not applicable" in the relevant Final Terms, any Warrant which, in the determination of the Calculation Agent, is "in-the-money" or in relation to which an Early Exercise Event has occurred, and with respect to which no Exercise Notice has been delivered in the manner set out in Condition 6 (Exercise Procedure) by the Expiry Date or Early Exercise Date (as applicable), shall be exercised by the Warrant Agent on the Expiry Date or Early Exercise Date (as applicable), and the provisions of Condition 6(j) (Exercise Procedure – Exercise Risk) shall apply. In these Conditions, the expression "exercise" and any related expressions shall be construed to apply to any such Warrants which are exercised in accordance with this Condition 5(d) (Rights on Exercise – Automatic Exercise by Warrant Agent).

For the purposes of this Condition 5(d) "in-the-money" means that the Cash Settlement Amount is greater than zero.

6. EXERCISE PROCEDURES

In relation to Warrants held in a Clearing System

(a) Exercise Procedure – Global Registered Warrants and Uncertificated Registered Warrants

• (i) Warrants represented by Global Registered Warrants and Uncertificated Registered Warrants may, unless previously exercised or cancelled as provided in the Conditions, be exercised by a Warrantholder on any date on which they are exercisable in accordance with Condition 5 (Rights on Exercise) by the delivery (which may include the sending of a fax), of a duly completed Exercise Notice (copies of which may be obtained from the relevant Clearing System or the Principal Paying Agent) to the relevant Clearing System, with a copy to the Principal Paying Agent, not later than 10.00 a.m. (local time in the place where the Clearing System through which such Warrants are exercised is located) on such date.
• (ii) Warrants represented by Global Registered Warrants and Uncertificated Registered Warrants with respect to which no Exercise Notice has been delivered in the manner set out above by the Expiry Date, or in respect of any

Warrants in relation to which an Early Exercise Event has occurred, the Early Exercise Date, and which are to be exercised by the Warrant Agent in accordance with Condition 5(d) (Rights on Exercise – Automatic Exercise by Warrant Agent), shall be exercised by the Warrant Agent delivering to the Principal Paying Agent, with a copy to the relevant Clearing System, a duly completed Exercise Notice not later than 5 p.m. (local time in the place where the Warrant Agent is located) on such date.

The Warrantholder shall be deemed to have agreed for any Exercise Notice delivered in accordance with Condition 6(a)(ii) to contain an irrevocable undertaking to pay any applicable Exercise Expenses due by reason of the exercise of the Warrants and an authority to the Issuer and the relevant Clearing System to deduct an amount in respect thereof from any Cash Settlement Amount due to such Warrantholder or otherwise (on, or at any time after, the Cash Settlement Amount Payment Date) to debit a specified account of the Warrantholder at the relevant Clearing System with an amount or amounts in respect thereof.

(b) Exercise Notice

• (i) To be effective, each Exercise Notice delivered in accordance with Condition 6(a)(i) shall be in the form of the relevant Exercise Notice scheduled to the Agency Agreement and shall:
• (A) specify the name, address, telephone and facsimile details of the Warrantholder in respect of the Warrants being exercised;
• (B) specify the number of Warrants of each Tranche being exercised (which must be not less than the Minimum Exercise Number nor more than the Maximum Exercise Number (each as defined in Condition 7 (Number of Warrants Exercisable)) and, if Units are specified in the relevant Final Terms, the number of Units the subject of the Exercise Notice;
• (C) specify the number of the Warrantholder's account at the relevant Clearing System to be debited with the Warrants being exercised and irrevocably instruct, or, as the case may be, confirm that the Warrantholder has irrevocably instructed, the relevant Clearing System to debit the Warrantholder's account with the Warrants being exercised and to credit the same to the account of the Principal Paying Agent;
• (D) specify the number of the Warrantholder's account at the relevant Clearing System to be credited with the Cash Settlement Amount for the Warrants being exercised; and
• (E) include an irrevocable undertaking to pay any applicable Exercise Expenses due by reason of the exercise of the Warrants and an authority to the Issuer and the relevant Clearing System to deduct an amount in respect thereof from any Cash Settlement Amount due to such Warrantholder or otherwise (on, or at any time after, the Cash Settlement Amount Payment Date) to debit a specified account of the Warrantholder at the relevant Clearing System with an amount or amounts in respect thereof.
• (ii) To be effective, each Exercise Notice delivered in accordance with Condition 6(a)(ii) shall be in the form of the relevant Exercise Notice scheduled to the Agency Agreement, or as agreed from time to time.

(c) Effect of Exercise Notice

Delivery of an Exercise Notice pursuant to Condition 6(a)(i) (Exercise Procedure – Global Registered Warrants and Uncertificated Registered Warrants) shall constitute an irrevocable election and undertaking by the Warrantholder to exercise the Warrants specified therein, provided that the person exercising and delivering such Exercise Notice is the person then appearing in the books of the relevant Clearing System as the holder of the relevant Warrants. If the person exercising and delivering the Exercise Notice is not the person so appearing, such Exercise Notice shall for all purposes become null and void and shall be deemed not to have been so delivered.

After the delivery of an Exercise Notice pursuant to Condition 6(a)(i) (Exercise Procedure – Global Registered Warrants and Uncertificated Registered Warrants) (other than an Exercise Notice which shall become void pursuant to Condition 6(b) (Exercise Notice), the Warrantholder specified in such Exercise Notice may not otherwise transfer such Warrants. Notwithstanding this, if any Warrantholder does so transfer or attempt to transfer such Warrants, the Warrantholder will be liable to the Issuer for any losses, costs and expenses suffered or incurred by the Issuer including those suffered or incurred as a consequence of it having terminated any related hedging operations in reliance on the relevant Exercise Notice and subsequently (i) entering into replacement hedging operations in respect of such Warrants or (ii) paying any amount on the subsequent exercise of such Warrants without having entered into any replacement hedging operations.

(d) Verification of Warrantholder

To exercise Warrants pursuant to Condition 6(a)(i) (Exercise Procedure – Global Registered Warrants and Uncertificated Registered Warrants), the Warrantholder must duly complete an Exercise Notice and must have Warrants in the amount being exercised in its securities account with the relevant Clearing System on the Exercise Date. The relevant Clearing System will, in accordance with its normal operating procedures, verify that each person exercising such Warrants is the Warrantholder thereof according to the records of such Clearing System and that such Warrantholder has an account at the relevant Clearing System which contains an amount equal to the number of Warrants being exercised. If the Exercise Notice is, in the determination of the relevant Clearing System, improperly completed or sufficient Warrants or sufficient funds equal to the number of Warrants being exercised are not available in the specified account(s) with the relevant Clearing System on the Exercise Date, the Exercise Notice will be treated as null and void and a new duly completed Exercise Notice must be submitted if exercise of the Warrantholder's Warrants is still desired.

(e) Notification to Principal Paying Agent

The relevant Clearing System shall notify the Principal Paying Agent in writing (with a copy to the Issuer) not later than 11.00 a.m. (local time in the place where the Clearing System through which such Warrants are exercised is located) on the Business Day immediately following the Exercise Date or Early Exercise Date, as applicable, of the number of the account with such Clearing System to which the Cash Settlement Amount or Early Exercise Cash Settlement Amount, as applicable is to be credited for the benefit of the Warrantholder.

(f) Debit of Warrantholder's Account

The relevant Clearing System will on or before the Cash Settlement Amount Payment Date or Early Exercise Cash Settlement Amount Payment Date, as applicable, debit the relevant account of the Warrantholder and credit the relevant account of the Principal Paying Agent (in favour of the Issuer) with the Warrants being exercised.

In relation to Definitive Registered Warrants

(g) Exercise Procedure – Definitive Registered Warrants

(i) Warrants represented by Definitive Registered Warrants may, unless previously exercised or cancelled as provided in the Conditions, be exercised by the Warrantholder on any date on which they are exercisable in accordance with Condition 5 (Rights on Exercise) by the delivery (which may include the sending

of a fax), of a duly completed Exercise Notice (copies of which may be obtained from the Principal Paying Agent), together with the Definitive Registered Warrant(s) relating to such Exercise Notice, to the Principal Paying Agent, not later than 10.00 a.m. (local time in the place where the Principal Paying Agent is located) on such date. The Principal Paying Agent shall instruct the Registrar to record the exercise of the relevant number of Warrants represented by such Definitive Registered Warrant in the Register.

Subject to Condition 5(c) (Rights on Exercise – Warrants Void on Expiry), any Exercise Notice delivered after 10.00 a.m. (local time in the place where the specified office of the Principal Paying Agent is located) shall be null and void.

(ii) Warrants represented by Definitive Registered Warrants with respect to which no Exercise Notice and accompanying Definitive Registered Warrant(s) relating to such Exercise Notice have been delivered in the manner set out above by the Expiry Date, or in respect of any Warrants in relation to which an Early Exercise Event has occurred, the Early Exercise Date, and which are to be exercised by the Warrant Agent in accordance with Condition 5(d) (Rights on Exercise – Automatic Exercise by Warrant Agent), shall be exercised by the Warrant Agent by delivering to the Principal Paying Agent a duly completed Exercise Notice not later than 5.00 p.m. (local time in the place where the Warrant Agent is located), on such date.

The Warrantholder shall be deemed to have agreed for any Exercise Notice delivered in accordance with Condition 6(g)(ii) to contain an irrevocable undertaking to pay any applicable Exercise Expenses due by reason of the exercise of the Warrants and an authority to the Issuer, Principal Paying Agent and Registrar to deduct an amount in respect thereof from any Cash Settlement Amount due to such Warrantholder with an amount or amounts in respect thereof.

(h) Exercise Notice

• (i) To be effective, each Exercise Notice delivered in accordance with Condition 6(g)(i) shall be in the form of the relevant Exercise Notice scheduled to the Agency Agreement and shall:
• (A) specify the name, address, telephone and facsimile details of the holder of the Warrants being exercised;
• (B) specify the number of Warrants of each Tranche being exercised (which must be not less than the Minimum Exercise Number nor more than the Maximum Exercise Number (each as defined in Condition 7 (Number of Warrants Exercisable)) and, if Units are specified in the relevant Final Terms, the number of Units the subject of the Exercise Notice;
• (C) specify the serial number of the relevant Definitive Registered Warrant in respect of the Warrants being exercised;
• (D) specify the number of the Warrantholder's Designated Account (as defined below), to be credited with the Cash Settlement Amount for the Warrants being exercised; and
• (E) include an irrevocable undertaking to pay any applicable Exercise Expenses due by reason of the exercise of the Warrants and an authority to the Issuer, Principal Paying Agent and Registrar to deduct an amount in respect thereof from any Cash Settlement Amount due to such Warrantholder or otherwise (on, or at any time after, the Cash Settlement Amount Payment Date) to debit the Warrantholder's Designated Account with an amount or amounts in respect thereof.

(ii) To be effective, each Exercise Notice delivered in accordance with Condition 6(g)(ii) shall be in the form of the relevant Exercise Notice scheduled to the Agency Agreement, in such other form as may be obtained from the Principal Paying Agent, or as agreed from time to time.

(i) Effect of Exercise Notice

Delivery of an Exercise Notice and accompanying Definitive Registered Warrant(s) relating to such Exercise Notice in accordance with Condition 6(g)(i) (Exercise Procedure – Definitive Registered Warrants) shall constitute an irrevocable election and undertaking by the Warrantholder to exercise the Warrants specified therein, provided that name of the person set out in such Exercise Notice appears in the Register as the holder of the relevant Warrants. If the person exercising and delivering the Exercise Notice and accompanying Definitive Registered Warrant(s) pursuant to Condition 6(g)(i) (Exercise Procedure – Definitive Registered Warrants) is not the person so appearing, such Exercise Notice shall for all purposes become null and void and shall be deemed not to have been so delivered.

After the delivery of an Exercise Notice pursuant to Condition 6(g)(i) (Exercise Procedure – Definitive Registered Warrants) (other than an Exercise Notice which shall become void pursuant to Condition 6(h) (Exercise Notice), the Warrants specified in such Exercise Notice may not be transferred.

In relation to all Warrants

(j) Exercise Risk

Exercise of the Warrants and payment by the Issuer and the Principal Paying Agent will be subject in all cases to all applicable fiscal and other laws, regulations and practices in force at the relevant time (including, without limitation, any relevant exchange control laws or regulations and, in relation to Warrants held in a Clearing System only, the rules and procedures of the relevant Clearing System). Neither the Issuer nor the Principal Paying Agent shall incur any liability whatsoever if it is unable to effect the transactions contemplated (in the case of the Issuer after using all reasonable efforts) as a result of any such laws, regulations and practices. In relation to Warrants held in a Clearing System, neither the Issuer nor the Principal Paying Agent shall under any circumstances be liable for any acts or defaults of any Clearing System in the performance of its duties in relation to the Warrants.

(k) Determinations

The Calculation Agent shall make all determinations required of it pursuant to the relevant Terms in good faith and acting in a commercially reasonable manner.

Any determination as to whether an Exercise Notice is duly completed and in proper form shall be made by (i) in relation to Warrants held in a Clearing System, the relevant Clearing System, in consultation with the Principal Paying Agent and (ii) in relation to Definitive Registered Warrants, the Principal Paying Agent. Such determinations shall be conclusive and binding on the Issuer, the Agents and the relevant Warrantholder and no liability whatsoever shall attach to the Principal Paying Agent in relation to such determinations. Any Exercise Notice so determined to be incomplete or not in proper form (or, in relation to Warrants held in a Clearing System, which is not copied to the Principal Paying Agent immediately after being sent to the relevant Clearing System), shall be null and void. If such Exercise Notice is subsequently corrected to the satisfaction of (i) in relation to Warrants held in a Clearing System, the relevant Clearing System and (ii) in relation to Definitive Registered Warrants, the Principal Paying Agent, it shall be deemed to be a new Exercise Notice submitted at the time such correction is delivered to (i) in relation to Warrants held in a Clearing System, the relevant Clearing System and (ii) in relation to Definitive Registered Warrants, the Principal Paying Agent.

(l) Payment of Cash Settlement Amount

Payment of the Cash Settlement Amount in relation to each Warrant which has been validly exercised in accordance with this Condition 6 (Exercise Procedures) shall be made on the Cash Settlement Amount Payment Date, subject to and in accordance with Condition 8 (Payments).

7. NUMBER OF WARRANTS EXERCISABLE

The Warrants are exercisable in the minimum number (the "Minimum Exercise Number") specified in the relevant Final Terms and integral multiples thereof (or, if a "Permitted Multiple" is specified in the relevant Final Terms, integral multiples of the Permitted Multiple) on any particular occasion or such lesser Minimum Exercise Number or other Permitted Multiple as the Issuer may from time to time notify to the Warrantholders in accordance with Condition 14 (Notices). The Minimum Exercise Number and the Permitted Multiple (if applicable) shall each be an integral multiple of the number of Warrants comprising a Unit.

The Warrants are not exercisable in any number exceeding the maximum number (the "Maximum Exercise Number") if any specified in the relevant Final Terms or such higher Maximum Exercise Number as the Issuer may from time to time notify to the Warrantholders in accordance with Condition 14 (Notices).

8. PAYMENTS

(a) Payment in respect of Warrants held in a Clearing System

With respect to Global Registered Warrants, the Issuer shall pay or cause to be paid each amount in respect of such Warrants to the person shown on the Register as the holder of the relevant Global Registered Warrant for value on the due date for payment of such amount. The holder of a Global Registered Warrant shall be the only person entitled to receive payments in respect of the Warrants represented thereby and the Issuer will be discharged by payment to, or to the order of, the holder of such Global Registered Warrant in respect of each amount so paid. Each of the persons shown in the records of the relevant Clearing System as the beneficial holder of a particular number of Warrants must look solely to the relevant Clearing System for his share of each payment so made by the Issuer, or to the order of, the holder of such Warrant.

With respect to Uncertificated Registered Warrants, the Issuer shall pay or cause to be paid each amount in respect of such Warrants to the relevant Warrantholder's cash memorandum account (as shown in the records of the Operator) for value on the due dated for payment of such amount such payment to be made in accordance with the rules of the Operator.

(b) Payment in respect of Definitive Registered Warrants

Payments of amounts in respect of the Definitive Registered Warrants will be made against presentation and surrender of the relevant Definitive Registered Warrant at the specified office of the Registrar or the Principal Paying Agent. Such payments will be made by the Issuer transferring or causing to be transferred any such amounts to the Designated Account (as defined below) of the relevant Warrantholder, less any amount in respect of Exercise Expenses which the Issuer, the Principal Paying Agent and the Registrar is authorised to deduct therefrom, for value, on the due date for payment of the relevant amount.

For these purposes, "Designated Account" means the account maintained by a Warrantholder with a Designated Bank and identified as such in the Register or the relevant Exercise Notice and "Designated Bank" means (in the case of payment in a Specified Currency other than euro) a bank in the principal financial centre of the country of such Specified Currency and (in the case of a payment in euro) any bank which processes payments in euro payments.

(c) Payment Day

If the date for payment of any amount in respect of any Warrant is not a Payment Day, the holder thereof shall not be entitled to payment until the next following Payment Day in the relevant place and shall not be entitled to interest or other payment in respect of such delay.

(d) Payments subject to Fiscal Laws

All payments in respect of the Warrants are subject in all cases to any applicable fiscal or other laws and regulations in the place of payment, but without prejudice to the provisions of Condition 10 (Taxation). No commissions or expenses shall be charged to the Warrantholders in respect of such payments.

(e) Rounding of Amounts

In respect of the calculation of Cash Settlement Amounts, Early Cancellation Cash Settlement Amounts and any other amounts payable in relation to the Warrants, in rounding any values determined or calculated in connection therewith the Calculation Agent shall apply the following rounding conventions: (A) so long as the Warrants are in the form of Registered Warrants held in a Clearing System, the Cash Settlement Amounts, Early Cancellation Cash Settlement Amounts and any other amounts payable in relation to the Warrants shall be calculated in relation to the number of the Warrants in respect of which the same is payable, rounded down to the nearest currency unit and paid to the Clearing System for distribution by it to entitled accountholders in accordance with the relevant Clearing System's usual rules and procedures; and (B) in respect of Warrants that are represented by Definitive Registered Warrants, the Cash Settlement Amounts, Early Cancellation Cash Settlement Amounts and any other amounts payable in relation to the Warrants shall be calculated in relation to the number of the Warrants held by a Warrantholder in respect of which the same is payable.

9. CANCELLATION AND PURCHASE

(a) Cancellation for Taxation Reasons

The Warrants of any Series may be cancelled and settled at the option of the Issuer in whole, but not in part, at any time on giving not less than 30 nor more than 60 days' notice to the Trustee and the Agents and, in accordance with Condition 14 (Notices), the Warrantholders (which notice shall be irrevocable and shall specify the date fixed for exercise) at their Early Cancellation Cash Settlement Amount, if the Issuer satisfies the Trustee, having regard to the Issuer Tax Certificate (as defined below), immediately prior to the giving of such notice that it has or will or would, but for such cancellation, become obliged to pay additional amounts as provided or referred to in Condition 10 (Taxation) in respect of any of the Warrants of such Series, as a result of any change in, or amendment to, the laws or regulations of the United Kingdom or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the date on which agreement is reached to issue the first Tranche of Warrants of that Series and cannot be avoided by the Issuer taking reasonable steps available to it; provided, however, that no such notice of cancellation shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts, were a payment in respect of the Warrants of that Series then due. Upon the expiry of such notice the Issuer shall be bound to settle such Warrants at their Early Cancellation Cash Settlement Amount. Prior to the publication of any notice of cancellation pursuant this Condition 9(a) (Cancellation for Taxation Reasons), the Issuer shall deliver to the Trustee a certificate (the "Issuer Tax Certificate") signed by two Directors stating that the obligation referred to above cannot be avoided by the Issuer taking reasonable measures available to it and the Trustee shall be entitled to accept and rely absolutely on such certificate without further investigation and without liability, as sufficient evidence of the satisfaction of the

condition precedent set out above, in which event it shall be conclusive and binding on Warrantholders.

(b) Cancellation following Hedging Event

Unless this Condition 9(b) (Cancellation following Hedging Event) is specified as Not applicable in the relevant Final Terms, if in relation to a Series of Warrants the Issuer or the Calculation Agent determines that a Hedging Event has occurred, and for as long as a Hedging Event is continuing, the Issuer, having given not less than 15 nor more than 30 days' irrevocable notice to the Warrantholders, the Agents and the Trustee, may, on expiry of such notice cancel and settle all, but not some only, of the Warrants, each Warrant being settled at its Early Cancellation Cash Settlement Amount.

(c) Cancellation following Illegality Event

If, in relation to a Series of Warrants, the Issuer in its sole and absolute discretion or the Calculation Agent determines that an Illegality Event has occurred, the Issuer, having given not less than 15 nor more than 30 days' irrevocable notice to the Warrantholders, the Agents and the Trustee, may, on expiry of such notice, cancel and settle all, but not some only, of the Warrants, each Warrant being settled at its Early Cancellation Cash Settlement Amount.

(d) Issuer Early Cancellation

If Issuer Early Cancellation is specified as being applicable in the relevant Final Terms, the Issuer may, on giving not less than 15 nor more than 30 days' irrevocable notice to the Trustee, the Agents and, in accordance with Condition 14 (Notices), the Warrantholders (or such other notice period as may be specified in the relevant Final Terms) cancel and settle all, but not some only, of the Warrants on any Early Cancellation Date specified in the relevant Final Terms. Any such settlement of Warrants shall be at their Early Cancellation Cash Settlement Amount.

(e) Purchases

The Issuer, or any of its subsidiaries, any holding company of the Issuer or any subsidiary of such holding company, may at any time purchase Warrants in the open market or otherwise at any price.

(f) Cancellation following purchase

All Warrants purchased by or on behalf of the Issuer or any of its subsidiaries may be surrendered for cancellation. Any Warrants so surrendered and any Warrants which have been exercised or cancelled and settled by the Issuer shall be cancelled forthwith. Any Warrants so surrendered for cancellation may not be reissued or resold.

10. TAXATION

10A. TAXATION — NO GROSS UP

This Condition 10A will be applicable to all Series of Warrants unless it is specified in the relevant Final Terms that Condition 10B (Taxation - Gross Up) is applicable.

All payments in respect of the Warrants by the Issuer will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer shall not be required to pay to holders of Warrants any additional amounts in connection with such withholding or deduction.

10B. TAXATION - GROSS UP

This Condition 10B will only be applicable to a Series of Warrants if it is specified in the relevant Final Terms that Condition 10B (Taxation - Gross Up) is applicable.

All payments in respect of the Warrants by the Issuer will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Warrants after such withholding or deduction shall equal the respective amounts which would otherwise have been receivable in respect of the Warrants, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Warrants:

• (i) held by a holder who (i) could avoid such withholding or deduction by complying, or procuring that any third party complies with, any statutory or procedural requirements (including, without limitation, the provision of information) or by making or procuring that any third party makes a declaration of non-residence or other similar claim for exemption to any tax authority; or (ii) is liable for such taxes or duties in respect of such Warrant by reason of his having some connection with a Tax Jurisdiction other than the mere holding of such Warrant; or
• (ii) where (in the case of Warrants represented by a Definitive Registered Warrant) the relevant Definitive Registered Warrant is presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day in the place of presentation; or
• (iii) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any other Directive implementing the conclusions of the ECOFIN Council Meeting of 26-27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or
• (iv) held by a holder who is able to avoid such withholding or deduction by presenting the relevant Warrant to another Paying Agent in a Member State of the European Union.

Any reference in these Conditions to amounts payable under the Warrants shall be deemed also to refer to any additional amounts which may be payable under this Condition or any undertakings given in addition thereto or in substitution thereof pursuant to the Trust Deed.

10C. TAXATION - FATCA

This Condition 10C will be applicable to all Series of Warrants.

Notwithstanding any other provision in these Conditions, the Issuer and the Paying Agents shall be permitted to withhold or deduct any amounts required by the rules of U.S. Internal Revenue Code Sections 1471 through 1474 (or any amended or successor provisions), pursuant to any inter-governmental agreement, or implementing legislation adopted by another jurisdiction in connection with these provisions, or pursuant to any agreement with the US IRS ("FATCA withholding"). The Issuer will have no obligation to pay additional amounts or otherwise indemnify a holder for any FATCA withholding deducted or withheld by the Issuer, a Paying Agent or any other party as a result of any person (other than an agent of the Issuer) not being entitled to receive payments free of FATCA withholding.

11. EVENTS OF DEFAULT

(a) Events of Default

If any of the following events (each an "Event of Default") occurs and is continuing, the Trustee at its discretion may, and if so requested by holders of at least one quarter in number of the Warrants then outstanding (as defined in the Trust Deed) or if so directed by an Extraordinary Resolution (as defined in the Trust Deed) of the Warrantholders shall (subject in each case to being indemnified, secured and/or prefunded to its satisfaction), give notice to the Issuer (with a copy to the Custodian, in the case of any Secured Warrants) that the Warrants are to be cancelled and settled immediately at their Early Cancellation Cash Settlement Amount:

• (i) if default is made in the payment of any amount due in respect of the Warrants or any of them and the default continues for a period of 7 days; or
• (ii) if an administrator is appointed in respect of the Issuer or any order is made or an effective resolution is passed for the winding up or dissolution of the Issuer and any resulting administration, winding up or dissolution process remains undismissed for 45 days (save for the purposes of reorganisation, reconstruction, amalgamation, merger or consolidation on terms approved by the Trustee or by an Extraordinary Resolution of the Warrantholders); or
• (iii) if the Warrants are Secured Warrants:
• (A) the Issuer fails to make, when due, any transfer of Eligible Collateral required to be made by it in relation to the related Collateral Pool and that failure continues for 7 days after notice of such failure is given to it by the Trustee; or
• (B) the Issuer fails to perform any other of its obligations under the Trust Deed in relation to the Collateral Pool relating to such Warrants and such failure continues for 45 days after notice of such failure is given to it by the Trustee; or
• (iv) if an administrator is appointed in respect of the Issuer or any order is made or an effective resolution is passed for the winding up or dissolution of the Issuer and any resulting administration, winding up or dissolution process remains undismissed for 45 days (save for the purposes of reorganisation, reconstruction, amalgamation, merger or consolidation on terms approved by the Trustee or by an Extraordinary Resolution of the Warrantholders).

(b) Enforcement

• (i) The Trustee may at any time, at its discretion and without notice, take such proceedings against the Issuer as it may think fit to enforce the provisions of the Trust Deed and the Warrants, but it shall not be bound to take any such proceedings or any other action in relation to the Trust Deed and the Warrants, unless (a) it shall have been so directed by an Extraordinary Resolution of the Warrantholders or so requested in writing by the holders of at least one quarter in number of the Warrants then outstanding and (b) it shall have been indemnified, secured and/or prefunded to its satisfaction.
• (ii) No Warrantholder shall be entitled to institute proceedings directly against the Issuer or prove in the winding up of the Issuer unless the Trustee, having become bound to do so, fails to do so within a reasonable period and such failure is continuing, in which event any Warrantholder may himself institute such proceedings and/or prove in the winding up of the Issuer to the same extent and in the same jurisdiction (but not further or otherwise) that the Trustee would have been entitled to do so in respect of the Warrants and/or the Trust Deed.

12. REPLACEMENT OF WARRANTS

Should any Registered Warrant be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Registrar upon payment by the claimant of such costs and expenses as may be incurred in connection therewith and on such terms as to evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Registered Warrants must be surrendered before replacements will be issued.

13. AGENTS

The names of the initial Agents and their initial specified offices are set out below.

The Issuer is entitled, with the prior written approval of the Trustee, to vary or terminate the appointment of any Agent and/or appoint additional or other Agents and/or approve any change in the specified office through which any Agent acts, provided that:

• (a) there will at all times be a Principal Paying Agent, a Paying Agent, a Transfer Agent and a Registrar (in relation to Registered Warrants) and a CREST Registrar (in relation to Uncertificated Registered Warrants);
• (b) so long as the Warrants are listed on any stock exchange or admitted to trading by any other relevant authority, there will at all times be a Registrar (in the case of Registered Warrants) or a CREST Registrar (in the case of Uncertificated Registered Warrants) with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange (or any other relevant authority);
• (c) there will at all times be a Paying Agent in a Member State of the European Union that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; and
• (d) so long as there are any Secured Warrants which remain outstanding, there will be a Custodian and a Verification Agent.

Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency, when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Warrantholders in accordance with Condition 14 (Notices).

In acting under the Agency Agreement, the Agents act solely as agents of the Issuer and, in certain circumstances specified therein, of the Trustee and do not assume any obligation to, or relationship of agency or trust with, any Warrantholders. The Agency Agreement contains provisions permitting any entity into which any Agent is merged or converted or with which it is consolidated or to which it transfers all or substantially all of its assets to become the successor agent.

14. NOTICES

(a) Notices in respect of Registered Warrants

All notices regarding the Registered Warrants will be deemed to be validly given if sent by first class mail or (if posted to an address overseas) by airmail to the holders (or the first named of joint holders) at their respective addresses recorded in the Register and will be deemed to have been given on the fourth day after mailing and, in addition, for so long as any Registered Warrants are listed by or on a competent authority or stock exchange and the rules of that competent authority or stock exchange so require, such notice will be published in a daily newspaper of general circulation in the places or places required by those rules.

Until such time as any Definitive Registered Warrants are issued and so long as any Global Registered Warrants representing the Warrants are held in their entirety on behalf of the relevant Clearing System, the relevant notice will be deemed to be validly given if sent to the relevant Clearing System for communication by them to the holders of the Warrants and, in addition, for so long as any Warrants are listed on a stock exchange and the rules of that stock exchange or any competent authority so require, such notice will be published in a daily newspaper of general circulation in the place or places required by those rules. Any such notice shall be deemed to have been given to the holders of the Warrants on the second day after the day on which the said notice was given to the relevant Clearing System.

Notices to be given by any Warrantholder in connection with Registered Warrants shall be in writing and given by lodging the same, together with the relative Warrant or Warrants, with the Registrar. Whilst any of the Warrants are represented by a Global Registered Warrant, such notice may be given by any holder of a Warrant to the Principal Paying Agent or the Registrar through Euroclear and/or Clearstream, Luxembourg, as the case may be, in such manner as the Principal Paying Agent, the Registrar and Euroclear and/or Clearstream, Luxembourg, as the case may be, may approve for this purpose.

(b) Notices in respect of Uncertificated Registered Warrants

All notices regarding Uncertificated Registered Warrants will be deemed to be validly given if sent by first class mail or (if posted to an address overseas) by airmail to the holders at their respective addresses appearing in the Record and will be deemed to have been given on the fourth day after mailing and, in addition, for so long as any Uncertificated Registered Warrants are listed by or on a competent authority or stock exchange and the rules of that competent authority or stock exchange so require, such notice will be published in a daily newspaper of general circulation in the places or places required by those rules.

15. MEETINGS OF WARRANTHOLDERS, MODIFICATION, WAIVER AND SUBSTITUTION

(a) Meeting of Warrantholders

The Trust Deed contains provisions for convening meetings of the Warrantholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Warrants or any of the provisions of the Trust Deed. Such a meeting may be convened by the Issuer or the Trustee and shall be convened by the Issuer if required in writing by Warrantholders holding not less than five per cent. (by number) of the Warrants for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing more than 50 per cent. (by number) of the Warrants for the time being outstanding, or at any adjourned meeting one or more persons being or representing Warrantholders whatever the number of the Warrants so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Warrants (including, but not limited to, modifying the date of expiry of the Warrants or any date for payment of any amounts, reducing or cancelling any amounts payable or altering the currency of payment of the Warrants), the quorum shall be one or more persons holding or representing not less than two-thirds (by number) of the Warrants for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-third (by number) of the Warrants for the time being outstanding. An Extraordinary Resolution passed at any meeting of the Warrantholders shall be binding on all the Warrantholders, whether or not they are present at the meeting.

The Trust Deed provides for a resolution, with or without notice, in writing signed by or on behalf of the holder or holders of not less than 90 per cent. (by number) of the Warrants for the time being outstanding to be as effective and binding as if it were an Extraordinary Resolution duly passed at a meeting of the Warrantholders.

(b) Modification and Waiver

The Trustee may, without the consent of the Warrantholders:

• (i) concur with the Issuer in making any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of the Warrants, the Agency Agreement or the Trust Deed, provided that the Trustee is of the opinion that such modification, waiver or authorisation will not be materially prejudicial to the interests of the Warrantholders; or
• (ii) determine that any Event of Default or potential Event of Default shall not be treated as such, where, in any such case, it is not, in the opinion of the Trustee, materially prejudicial to the interests of the Warrantholders so to do; or
• (iii) agree to any modification which is, in the opinion of the Trustee, of a formal, minor or technical nature or to correct a manifest error.

The Trustee shall agree to any modification without the consent of Warrantholders which is to correct any inconsistency arising in the relevant Final Terms in respect of any Series of Warrants as compared to any term sheet, brochure or other written communication in respect of the Warrants that has been distributed to Warrantholders in respect of that Series provided that (A) the Issuer provides to the Trustee a certificate signed by two authorised signatories of the Issuer certifying the details of such inconsistency and appending and certifying the relevant written communication distributed to Warrantholders to which the Final Terms are to be conformed; and (B) the Trustee has the right to refuse to agree such changes in the event that, in its sole opinion, the change would expose it to more onerous obligations or additional costs for which, in its sole opinion, it is not or will not be pre-funded or indemnified or secured to its satisfaction.

Any such modification shall be binding on the Warrantholders and any such modification shall be notified to the Warrantholders in accordance with Condition 14 (Notices) as soon as practicable thereafter.

In connection with the exercise by it of any of its trusts, powers, authorities and discretions (including, without limitation, any modification, waiver, authorisation or determination), the Trustee shall have regard to the general interests of the Warrantholders as a class (but shall not have regard to any interests arising from circumstances particular to individual Warrantholders and, in particular but without limitation, shall not have regard to the consequences of any such exercise for individual Warrantholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall any Warrantholder be entitled to claim, from the Issuer, the Trustee or any other person any indemnification or payment in respect of any tax consequences of any such exercise upon individual Warrantholders except to the extent already provided for in Condition 7 (Taxation) and/or any undertaking or covenant given in addition to, or in substitution for, Condition 7 (Taxation) pursuant to the Trust Deed.

The Trustee may, without the consent of the Warrantholders, agree with the Issuer, to the substitution in place of the Issuer (or of any previous substitute under this Condition) as the principal debtor under the Warrants and the Trust Deed of another company, being a subsidiary of the Issuer, subject to (a) the Trustee being satisfied that the interests of the Warrantholders will not be materially prejudiced by the substitution and (b) compliance with certain other conditions set out in the Trust Deed.

16. INDEMNIFICATION OF THE TRUSTEE AND TRUSTEE CONTRACTING WITH THE ISSUER AND TRUSTEE'S RETIREMENT AND REMOVAL

The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking action unless indemnified, secured and/or prefunded to its satisfaction.

The Trust Deed also contains provisions pursuant to which the Trustee is entitled, inter alia, (a) to enter into business transactions with the Issuer and/or any of its subsidiaries and to act as trustee for the holders of any other securities issued by, or relating to, the Issuer and/or any of its subsidiaries, (b) to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such transactions or, as the case may be, any such trusteeship without regard to the interests of, or consequences for, the Warrantholders and (c) to retain and not be liable to account for any profit made or any other amount or benefit received thereby or in connection therewith.

The Trust Deed contains provisions allowing the Trustee to retire at any time on giving not less than 60 days' prior written notice to the Issuer without giving any reason and without being responsible for any Expenses (as defined in the Trust Deed) incurred by such retirement. The Warrantholders may by Extraordinary Resolution remove any trustee or trustees of the Warrants. The Trust Deed provides that the retirement or removal of any such Trustee shall not become effective until a successor trustee (being a trust corporation) is appointed. The Trust Deed provides that, in the event of the Trustee giving notice of retirement or being removed by Extraordinary Resolution under the Trust Deed, the Issuer shall use all reasonable endeavours to procure that a new trustee is appointed as soon as reasonably practicable. If no appointment has become effective within 60 days of such notice or Extraordinary Resolution, the Trust Deed provides that the Trustee shall be entitled to appoint a trust corporation. No appointment of a trustee shall take effect unless previously approved by an Extraordinary Resolution. Notice of any such change shall be given to the Warrantholders in accordance with Condition 14 (Notices) as soon as practicable thereafter.

17. FURTHER ISSUES

The Issuer shall be at liberty from time to time without the consent of the Warrantholders to create and issue further warrants having Terms and Conditions the same as the Warrants or the same in all respects so that the same shall be consolidated and form a single Series with the outstanding Warrants.

18. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Warrant, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

19. GOVERNING LAW

Each of the Trust Deed, the Agency Agreement, the Warrants and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with English law.

PRO FORMA FINAL TERMS

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

[Date]

Investec Bank plc Issue of [Aggregate Number of Warrants in Tranche] [Title of Warrants] under the Structured Warrants Programme

[The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, any offer of Warrants in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Warrants. Accordingly any person making or intending to make an offer of the Warrants may only do so:

• (i) in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer; or
• (ii) in the Public Offer Jurisdictions, provided such person is one of the persons mentioned in paragraph 7 of Part B below and that such offer is made during the Offer Period specified for such purpose therein.

Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Warrants in any other circumstances. The expression "Prospectus Directive" means Directive 2003/71/EC (as amended by Directive 2008/11/EC, Directive 2010/73/EU and Directive 2008/78/EU) and includes any relevant implementing measures in the Relevant Member State.]

[The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Warrants in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Warrants. Accordingly any person making or intending to make an offer in that Relevant Member State of the Warrants may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Warrants in any other circumstances. The expression "Prospectus Directive" means Directive 2003/71/EC (as amended by Directive 2008/11/EC, Directive 2010/73/EU and Directive 2008/78/EU) and includes any relevant implementing measures in the Relevant Member State.]

Prospective investors considering acquiring any Warrants should understand the risks of transactions involving the Warrants and should reach an investment decision only after carefully considering the suitability of the Warrants in light of their particular circumstances (including without limitation their own financial circumstances and investment objectives and the impact the Warrants will have on their overall investment portfolio) and the information contained in this Base Prospectus and the relevant Final Terms. Prospective investors should consider carefully the risk factors set out under "Risk Factors" in the Base Prospectus referred to below.

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 in relation to the Structured Warrants Programme dated [•] May 2014 [and the supplemental Prospectus[es] dated [ ]] which [together] constitute[s] a base prospectus (the "Base Prospectus") for the purposes of the Article 5(4) of the Prospectus Directive (Directive 2003/71/EC as amended by Directive 2008/11/EC, Directive 2010/73/EU and Directive 2008/78/EU) (the "Prospectus Directive"). This document constitutes the Final Terms of the Warrants described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus [as so supplemented].

Full information on the Issuer and the offer of the Warrants is only available on the basis of the combination of these Final Terms and the Base Prospectus[, as supplemented]. The Base Prospectus [and the supplements thereto] [is/are] available for viewing at and copies may be obtained from [www.investecstructuredproducts.com (please follow the link to [•])]/[www.investec.ie (please follow the link to [•])] and during normal working hours from Investec Bank plc, 2 Gresham Street, London EC2V 7QP, and from [[Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB]/[Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol BS13 8AE]]. A summary of the offer of the Warrants is annexed to the Final Terms.

• 1. Issuer: Investec Bank plc
• 1. [(a)] Series Number: [•]
• [(b)] Tranche Number: [•][The Warrants issued under these Final Terms are to be consolidated and form a single series with [•] issued on [•] [(ISIN: [•])]]

GENERAL PROVISIONS APPLICABLE TO THE WARRANTS

3.	Specific Terms Applicable:	[Terms for Single Index-Linked Warrants] (as contemplated by Annex 2 to these Final Terms)]
		[Terms for Basket Index-Linked Warrants (as contemplated by Annex 2 to these Final Terms)]
		[Terms for Single Share-Linked Warrants (as contemplated by Annex 3 to these Final Terms)]
		[Terms for Basket Share-Linked Warrants (as contemplated by Annex 3 to these Final Terms)]
		[Terms for Secured Warrants with Credit-Linkage]
4.	Form of Warrants:	[Global Registered Warrant exchangeable for Definitive Registered Warrants [on 60 days' notice given at any time/only upon an Exchange Event/at any time at the request of the Issuer ]]
		[Uncertificated Registered Warrants]
5.	Type of Warrant:	[[Put Warrant:] [Protection Put Warrant / Put Warrant Downside 1 / Put Warrant Downside 2]
		[Call Warrant:] [Full Growth Call Warrant / Growth Call Warrant 1 / Growth Call Warrant 2 / Full Digital Call Warrant / Digital Call Warrant 1 / Digital Call Warrant 2 / Kick-Out Call Warrant] ]
6.	Face Amount:	[•]

7.		Specified Unit:	[•] Warrant[s]
8.		Specified Currency:	[•]
9.		Aggregate Issue Size:
	[(a)]	Series:	[•] Units / [The aggregate number of Units will be notified and published on or about the Issue Date]
	[(b)]	Tranche:	[•] Units / [The aggregate number of Units will be notified and published on or about the Issue Date]
10.	Issue Price:		[•] per Unit
11.		[Tradeable Size:]
	(a)	Minimum:	[•] Unit(s) / [Not applicable]
	(b)	Multiple:	[•] Unit(s) / [Not applicable]
12.	Issue Date:		[•]
13.		Expiry Date and Exercise Date:	The day which is [•] Business Days immediately following the Valuation Date, subject to adjustment in accordance with the Terms and Conditions, being, as of the Issue Date, [•].
14.	Security Status:		[Unsecured Warrants/Secured Warrants] [The Issuer has designated the Warrants as covered bonds.]
15.		Method of distribution:	[Syndicated/Non-syndicated]
		PROVISIONS RELATING TO EXERCISE
16.		Automatic Exercise:	[Applicable/Not applicable]
17.		Minimum Exercise Number:	The minimum number of Warrants that may be exercised on any day is [●]
18.		Permitted Multiple:	[Warrants may be exercised in integral multiples of [●] Warrants in excess of the Minimum Exercise Number] / [Not applicable]
19.		Maximum Exercise Number:	[The maximum number of Warrants that may be exercised on any day s [●]] / [Not applicable]
		PROVISIONS RELATING TO SETTLEMENT
20.		Method for Determining Cash Settlement Amount of each Warrant:	[Full Growth Call Warrant Settlement Provisions apply]
			[Full Digital Call Warrant Settlement Provisions apply]
			[Growth Call Warrant 1 Settlement Provisions apply]
			[Digital Call Warrant 1 Settlement Provisions apply]

Part A – Information Relating to all Warrants Pro-Forma Final Terms [Protection Put Warrant Settlement Provisions apply] [Growth Call Warrant 2 Settlement Provisions apply] [Digital Call Warrant 2 Settlement Provisions apply] [Put Warrant Downside 1 Settlement Provisions apply] [Put Warrant Downside 2 Settlement Provisions apply] [Kick-Out Call Warrant Settlement Provisions apply] 21. Cash Settlement Amount Payment Date: [The [•] Business Day following the Actual Exercise Date, subject to adjustment as provided in the Conditions.] Specified Number of Days Postponement: [•]] Business Days 22. Issuer Early Cancellation [Applicable/Not applicable] (a) Early Cancellation Date(s): [•] (b) Notice period (if other than as set out in the Conditions): [•] 23. Cancellation following Hedging Event: [Applicable/Not applicable] 24. Early Cancellation Cash Settlement Amount and method of calculation: [Face Value/Fair Market Value] 25. Additional Financial Centre(s) or other special provisions relating to Payment Days: [Not applicable/[•]] DISTRIBUTION 26. Method of distribution: [Syndicated]/[Non-syndicated] 27. (a) If syndicated, names [and addresses] of Managers: [Not applicable/[•]] (b) Date of Subscription Agreement: [•][Not applicable] 28. If non-syndicated, name [and address] of relevant Dealer: [Not applicable/[•]] 29. Total commission and concession: [[•] per cent. of the Issue rice ][Not applicable] TAXATION 30. Taxation: Condition 10A (Taxation - No Gross up) [applies/does not apply]

[Condition 10B (Taxation - Gross Up) [applies/does not apply]]

SECURITY

31.	Security Provisions:			[Applicable/Not applicable]
	(a) Whether Collateral Pool secures this Series of Warrants only or this Series and other Series:			[This Series only/This Series and other Series].
	(b)	Date of Supplemental Trust Deed relating to the Collateral Pool securing the Warrants and Series Number of first Series of Secured Warrants secured thereby:		Supplemental Trust Deed dated [•] securing [this Series only/Series Number [•] among others]
	(c)	Eligible Collateral:		Valuation Percentage	Maximum Percentage
		(i)	Cash in an Eligible Currency	[•]%	[•]%
		(ii)	Negotiable debt obligations issued by the government of [•] having an original maturity at issuance of not more than one year	[•]%	[•]%
		(iii)	Negotiable debt obligations issued by the government of [•] having an original maturity at issuance of more than one year but not more than 10 years	[•]%	[•]%
		(iv)	Negotiable debt obligations issued by the government of [•] having an original maturity at issuance of more than 10 years	[•]%	[•]%
		(v)	Negotiable senior debt obligations issued or guaranteed by any of the following entities:
			Name of Entity	Valuation Percentage	Maximum Percentage
			[•]	[•]%	[•]%
			[•]	[•]%	[•]%
			[•]	[•]%	[•]%

		[•]	[•]%	[•]%
		[•]	[•]%	[•]%]
	(d)	Valuation Dates:	[•][Not applicable]
	(e)	Eligible Currency(ies):	[•]
	(f)	Base Currency:	[•]
	(g)	Minimum Transfer Amount:	[•]
	(h)	Independent Amount:	[•]
32.		Collateral Credit-Linkage	[Applicable/Not applicable]
33.		Reference Entities:	Name of Reference Entity	Reference Entity Weighting (%)
			[•]	[•]
			[•]	[•]
			[•]	[•]

RESPONSIBILITY

[[•] has been extracted from [•]. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by [•], no facts have been omitted which would render the reproduced information inaccurate or misleading].

Signed on behalf of the Issuer:

By: ............................................................... By: ............................................................... Duly authorised Duly authorised

PART B – OTHER INFORMATION

1. LISTING

• (i) Listing: [Official List of the FCA] [Not applicable]
• (ii) Admission to trading: [Application has been made by the Issuer (or on its behalf) for the Warrants to be admitted to trading on the Regulated Market of the London Stock Exchange with effect from [ ].] [Application is expected to be made by the Issuer (or on its behalf) for the Warrants to be admitted to trading on the Regulated Market of the London Stock Exchange plc with effect from [ ].] [Not applicable.]

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

Save as discussed in the "Subscription and Sale" section of the Base Prospectus, relating to the Issuer's agreement to reimburse the Dealers to certain of their expenses in connection with the update of the Programme and the issue of Warrants under the Programme and to indemnify the Dealers against certain liabilities incurred by them in connection therewith, so far as the Issuer is aware, no person involved in the offer of the Warrants has an interest material to the offer.]

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

[(i)	Reasons for the offer:	[	] [Information not required]
[(ii)]	Estimated net proceeds:	[	] [Information not required]
[(iii)]	Estimated total expenses:	[	] [Information not required]

4. PERFORMANCE AND VOLATILITY OF THE UNDERLYING AND OTHER INFORMATION CONCERNING THE UNDERLYING

[Information about the past and the further performance of the underlying and its volatility can be found [•]]

The Issuer [intends to provide post-issuance information [•] [does not intend to provide post-issuance information].

5. OPERATIONAL INFORMATION

(i)	ISIN Code:	[ ][Not applicable]
(ii)	SEDOL Code:	[ ][Not applicable]
(iii)	Common Code:	[ ][Not applicable]
(iv)	Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s):	[ ][The Warrants will be Uncertificated Registered Warrants held in CREST][Not applicable]
(v)	Delivery:	[Delivery against payment][Delivery free of payment]
(vi)	Additional Paying Agent(s) (if	[ ][Not applicable]

any):

• (vii) Common Depositary: [ ][Not applicable]
• (viii) Calculation Agent: [ ]
• is Calculation Agent to make calculations? [Yes][No]
• if not, identify calculation agent (including address): [ ][Not applicable]

6. TERMS AND CONDITIONS OF THE OFFER

• (i) Conditions to which the offer is subject: [ ] (ii) Total amount of the issue/offer, or, if the amount is not fixed, the arrangements and time for announcing to the public the [[•] Units]/[The definitive amount of the offer will be announced [•]]
• (iii) Offer period: [•]

definitive amount of the offer:

• (iv) Description of the application process: [ ]
• (v) Details of the minimum and/or maximum amount of application: [ ]
• (vi) Details of the method and time limits for paying up and delivering the Warrants: [ ]
• (vii) Manner in and date on which results of the offer are to be made public: [ ]
• (viii) Whether Tranche has been reserved for certain countries: [ ][Not applicable]
• (ix) Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: [ ]
• (x) Offer price: [[•] per Unit]/[Issue rice]
• (xi) Amount of any expenses and taxes specifically charged to the subscriber or purchaser: [ ]

• (xii) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place: [ ]

• (xiii) Name(s) and address(es) of any paying agents and depository agents: [ ]

• (xiv) Date of underwriting agreement: [ ][Not applicable]

ANNEX 1 SETTLEMENT PROVISIONS

(i)		[Full Growth Call Warrant]	[Applicable/Not applicable]
		Cap:	[[•] per cent. / Not applicable]
		Gearing 1:	[[•] per cent. / Not applicable]
		Gearing 2:	[[•] per cent. / Not applicable]
		Return Threshold:	[[•] per cent. of [Initial Index Level/Initial Share Price]]
(ii)		[Full Digital Call Warrant]	[Applicable/Not applicable]
		Digital Return	[[•] per cent.]
		Gearing:	[[•] per cent. / Not applicable]
		Return Threshold:	[[•] per cent. of [Initial Index Level/Initial Share Price]]
(iii)		[Growth Call Warrant 1]	[Applicable/Not applicable]
		Cap:	[[•] per cent. / Not applicable]
		Gearing:	[[•] per cent. / Not applicable]
		Reference Percentage	[[•] per cent. / Not applicable]
		Return Threshold:	[[•] per cent. of [Initial Index Level/Initial Share Price]]
(iv)		[Digital Call Warrant 1]	[Applicable/Not applicable]
		Digital Return	[[•] per cent.]
		Reference Percentage	[[•] per cent. / Not applicable]
		Return Threshold:	[[•] per cent. of [Initial Index Level/Initial Share Price]]
(v)		[Protection Put Warrant]	[Applicable/Not applicable]
		Reference Percentage	[[•] per cent. / Not applicable]
(vi)		[Growth Call Warrant 2]	[Applicable/Not applicable]
		Cap:	[[•] per cent. / Not applicable]
		Gearing:	[[•] per cent. / Not applicable]
		Reference Percentage	[[•] per cent. / Not applicable]
		Return Threshold:	[[•] per cent. of [Initial Index Level/Initial Share Price]]
(vii)		[Digital Call Warrant 2]	[Applicable/Not applicable]
		Digital Return	[[•] per cent.]

Part A – Information Relating to all Warrants Pro-Forma Final Terms

		Reference Percentage	[[•] per cent. / Not applicable]
		Return Threshold:	[[•] per cent. / Not applicable]
(viii)		[Put Warrant Downside 1]	[Applicable/Not applicable]
		Barrier Condition:	[Applicable / Not applicable / European / American / Bermudan]
		Barrier Level:	[[•] per cent. / Not applicable]
		Reference Percentage	[[•] per cent. / Not applicable]
		Return Threshold:	[[•] per cent. / Not applicable]
(ix)		[Put Warrant Downside 2]	[Applicable/Not applicable]
		Lower Strike:	[[•] per cent. / Not applicable]
		Reference Percentage	[[•] per cent. / Not applicable]
		Upper Strike:	[[•] per cent. / Not applicable]
(x)		[Kick-Out Call Warrant]	[Applicable/Not applicable]
		[Barrier Condition:]	[Applicable / Not applicable / European / American / Bermudan]
		[Barrier Level:]	[[•] per cent. / Not applicable]
		[Digital Return:]	[[•] per cent. / Not applicable]
		[Growth Return:]	[Applicable/Not applicable]
		[Cap:]	[[•] per cent. / Not applicable]
		[Gearing:]	[[•] per cent. / Not applicable]
		Return Threshold:	[[•] per cent. of [Initial Index Level/Initial Share Price]]

[ANNEX 2 INDEX-LINKED PROVISIONS]

[Applicable/ Not applicable]

1.	Type of Index-Linked Warrant:		[Single Index-Linked Warrant] [Basket Index-Linked
		Warrant]

SINGLE INDEX-LINKED WARRANTS PROVISIONS

2.

(i)	Additional Disruption	[Change in Law] [Hedging Disruption] [Increased Cost
	Events:	of Hedging]

(ii) Early Exercise: [Applicable/ Not applicable]

	[Early Exercise Event:]	Early Exercise Valuation Date [Observation Period]	Early Exercise Date	Early Exercise Cash Settlement Amount	Early Exercise Level
		[•]	[•] [3 Business Days following the occurrence of an Early Exercise Event]	[•] per cent. of Issue Price	[•] per cent. of Initial Index Level
		[[•]	[•] [3 Business Days following the occurrence of an Early Exercise Event]	[•] per cent. of Issue Price	[•] per cent. of Initial Index Level
		[•]	[•] [3 Business Days following the occurrence of an Early Exercise Event]	[•] per cent. of Issue Price	[•] per cent. of Initial Index Level]
	[Early Exercise Averaging:]		[Applicable/Not applicable]
		Early Exercise Valuation Date	Early Exercise Averaging Dates	Early Exercise Averaging Start Date	Early Exercise Averaging End Date
		[•]	[•] [Early Exercise Valuation Date] [Early	[[•]/Not applicable] [the [•] Scheduled	[[•]/Not applicable]

Trading Day prior to the Early Exercise Averaging End Date]

Exercise Period Applies]

Part A – Information Relating to all Warrants Pro-Forma Final Terms

			[[•]	[•] Early Exercise Valuation Date] [Early Exercise Period Applies]	[[•]/Not applicable] [the fourth Scheduled Trading Day prior to the Early Exercise End Date]	[[•]/Not applicable]
			[•]	[•] Early Exercise Valuation Date] [Early Exercise Period Applies	[[•]/Not applicable] [the fourth Scheduled Trading Day prior to the Early Exercise End Date]	[[•]/Not applicable]]
Early Exercise Cash Settlement Amount:		[•]
(iii) Averaging Dates:			[•]
(iv)		Averaging Dates Market Disruption:	[[Omission] [Postponement] [Modified Postponement] [Preceding] applies in respect of Condition/Early Exercise/Final/Initial applicable]			[Barrier Averaging]/[Not
(v)	Averaging:	Barrier Condition	[Applicable/Not applicable]
		Barrier Condition Averaging Dates:	[•]/[Barrier Condition Averaging			eriod applies]
		Barrier Condition Averaging Start Date:	Condition Averaging End Date]			[•] [the [•] Scheduled Trading Day prior to the Barrier
		Barrier Condition Averaging End Date:	[•]
(vi)	Barrier Level:		[[•] per cent. of Initial Index Level]
(vii)		Business Day:	[a day on which (i) commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in exchange and foreign currency deposits) in [•] [and (ii) which is a TARGET Settlement Day]			foreign
(viii)		Constant Monitoring:	[Applies in [Value/Price/[•]]]/[Not applicable]	respect of	[Barrier	Condition/Final
(ix)	Exchange(s):		[•]

(x)		Final Averaging:	[•]
	 Final Averaging Dates:		[•]/[Final Averaging eriod applies]
		Final Averaging Start Date:	[•]/[the [•] Scheduled Trading Day prior to the Final Averaging End Date]
		Final Averaging End Date:	[•]
(xi)	Index:		[•]
(xii)		Index Sponsor:	[•]
(xiii)		Initial Index Level:	[the Index Level on the Strike Date] or [•]
(xiv)		Multi-Exchange Index:	[Yes/No]
(xv)	Index:	Non Multi-Exchange	[Yes/No]
(xvi)		Observation Date(s):	[•]/[each Scheduled Trading Day in the Observation Period]
(xvi)	Observation Period:		[the period from and including the [Issue Date/ Strike Date/[•]] to and including the [Valuation Date/[•]]
(xviii)	[Strike Date:]		[•]
(xix)		Valuation Date:	[•]
(xx )		Valuation Time:	[•]

BASKET INDEX-LINKED WARRANTS PROVISIONS

3.

(i)	Additional Disruption Events:	[Hedging Disruption] [Increased Cost of Hedging]

(ii) Early Exercise: [Applicable/ Not applicable]

[Additional Scheduled Trading Day Provisions are applicable in respect of the Early Exercise Valuation Date]

	[Early Exercise Event:]	Early Exercise Valuation Date	Early Exercise Date	Early Exercise Cash Settlement Amount	Early Exercise Level
		[•]	[•]	[•] per cent. of Issue Price	[•] per cent. of Initial Index Level

Part A – Information Relating to all Warrants Pro-Forma Final Terms

		[•]	[•]	[•] per cent. of Issue Price	[•] per cent. of Initial Index Level
		[•]	[•]	[•] per cent. of Issue Price	[•] per cent. of Initial Index Level]
	[Early Exercise	[Applicable/ Not applicable]
	Averaging:]	[Additional Scheduled Trading Day Provisions are applicable in respect of the Early Exercise Averaging]
	[Early Exercise Averaging Dates:]	[Not applicable] [Early Exercise Averaging Period applies]
		Early Exercise Valuation Date		Early Exercise Averaging Dates
		[•]		[•], [•] and [•]
		[[•]		[•], [•] and [•]
		[•]		[•], [•] and [•]
	[Early Exercise Averaging Period:]	[Applicable/Not applicable]
		Early Exercise Valuation Date			Early Exercise Averaging Period

[•] [Each date from and including [•] (the "Early Exercise Averaging Start Date") and to and including [•] (the "Early Exercise Averaging End Date")] [[•] and the [•] Scheduled Trading Days prior to [•] [which are Scheduled Trading Days in respect of each Index].]

[•] [Each date from and including [•] (the "Early Exercise Averaging Start Date") and to and including •] [[•] and the [•] Scheduled Trading Days prior to [•] [which are Scheduled Trading Days in respect of each Index].]

[•] [Each date from and including [•] (the "Early Exercise Averaging Start Date") and to and including [•] (the "Early Exercise Averaging End Date")] [[•] and the [•] Scheduled Trading Days prior to [•] [which are Scheduled

Trading Days in respect of each Index].]

Early Exercise Cash Settlement Amount:		[•]
(iii)		Averaging Dates:	[•]
(iv)		Averaging Dates Market Disruption:		[[Omission] [Omission 2] [Postponement] Averaging]/[Not applicable]			[Postponement 2] [Modified Postponement] [Modified Postponement 2] [Preceding] [Preceding 2] applies in respect of [Barrier Condition/Early Exercise/Final/Initial
(v)	Barrier:			[Applicable/Not applicable]
		[Barrier:]		out for the relevant Index in the table below]			[the relevant percentage of the Initial Index Level set
		[[Barrier Start Date:]	[•]
 [Barrier End Date:]  [Barrier Observation:]  Barrier Condition Averaging:  [Barrier Condition Averaging Period:]		[•]
			[At any given time] [As of the Valuation Time] [As of the official close of business] [on any Exchange Business Day in the Barrier Period] [As of the Valuation Time on [•]] [Barrier Condition Averaging Period applies]]
			[Applicable/Not applicable]
			[•][Each date from and including [•] (the "Barrier Condition Averaging Start Date") and to and including [•] (the "Barrier Condition Averaging End Date")] [[•] and the [•] Scheduled Trading Days prior to [•] [which are Scheduled Trading Days in respect of each Index].]
		Barrier Condition Averaging Dates:		[•]/[Barrier Condition Averaging			eriod applies]
(vi)		Barrier Level:		[[•] per cent. of Initial Index Level]
(vii)	Basket:		Index Index Exchange Weighting Sponsor
(viii)		Worst of n Indices:		[Applicable][Not applicable]
(ix)	Business Day:			[a day on which (i) commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in [•] [and (ii) which is a TARGET Settlement Day].]

• (x) Constant Monitoring: [Applies in respect of [Barrier Condition/Final [Value/ rice/[•]]]/Not applicable]
• (xi) Final Averaging: [Applicable/ Not Applicable] [Additional Scheduled Trading Day Provisions are applicable in respect of Final Averaging.]
• Final Averaging [•]/[Final Averaging eriod applies]
• Final Averaging Period: Not Applicable][Each date from and including [•] (the "Final Averaging Start Date") and to and including [•] (the "Final Averaging End Date")] [[•] and the [•] Scheduled Trading Days prior to [•] [which are Scheduled Trading Days in respect of each Index].]
• (xii) Index: [•]

Dates:

(xiii) Index Sponsor: [•]

[•]

• (xiv) Initial Index Level: [the Index Level on the Strike Date] or [•]
• (xv) Initial Averaging: [Applicable/Not applicable]
• Initial Averaging [•]/Initial Averaging eriod applies]
  • Dates:
• Initial Averaging Start Date:
• Initial Averaging End Date: [•]
• (xvi) Multi-Exchange Index: [Yes/No]
• (xviii) Non Multi-Exchange Index: [Yes/No]
• (xviii) Observation Date(s): [•]
• (xix) Observation Period: [the period from and including the Issue Date, Strike
• Date or [•] to and including the Valuation Date or [•]] (xx) Valuation Date: [•]
• (xxi) Valuation Time: [•]

[ANNEX 3 SHARE-LINKED PROVISIONS]

[Applicable/ Not applicable]

1.	Type of Share-Linked Warrant:	[Single Share-Linked	Warrant] [Basket of Shares
		Linked Warrant]

SINGLE SHARE-LINKED WARRANTS PROVISIONS

2. Single share: [Applicable / Not applicable]

(i)	Additional Disruption	[Change in Law] [Hedging Disruption] [Increased Cost
	Events:	of Hedging]

(ii) Early Exercise: [Applicable/ Not applicable]

	[Early Exercise Event:]	Early Exercise Valuation Date	Early Exercise Date	Early Exercise Cash Settlement Amount	Early Exercise Price
		[•]	[•]	[•] per cent. of Issue Price	[•] per cent. of Initial Share Price
		[[•]	[•]	[•] per cent. of Issue Price	[•] per cent. of Initial Share Price
		[•]	[•]	[•] per cent. of Issue Price	[•] per cent. of Initial Share Price]

[Early Exercise Averaging:] [Applicable/ Not applicable]

Early Exercise Valuation Date	Early Exercise Averaging Dates	Early Exercise Averaging Start Date	Early Exercise Averaging End Date
[•]	[•] [Early Exercise Valuation Date] [Early Exercise Period Applies]	[[•]/Not applicable] [the fourth Scheduled Trading Day prior to the Early Exercise End Date]	[[•]/Not applicable]
[[•]	[•] [Early Exercise Valuation Date] [Early Exercise Period Applies]	[[•]/Not applicable] [the fourth Scheduled Trading Day prior to the Early Exercise End Date]	[[•]/Not applicable]

Part A – Information relating to all Warrants Pro Forma Final Terms for Index-Linked Warrants

				[•]	[•] [Early Exercise Valuation Date] [Early Exercise Period Applies]	[[•]/Not applicable] [the fourth Scheduled Trading Day prior to the Early Exercise End Date]	[[•]/Not applicable]]
	Early Exercise Cash Settlement Amount:			[•]
(iii)		Averaging Dates:		[•]
(iv)		Averaging Dates Market Disruption:			[[Omission] [Postponement] [Modified Postponement] [Preceding] applies in respect of [Early Exercise/Barrier Condition/Final/Initial Averaging]/[Not applicable]
(v)	Barrier:				[Applicable/Not applicable]
	 Barrier Condition Averaging:				[Applicable/Not applicable]
		Barrier Condition Averaging Dates:			[•]/[Barrier Condition Averaging	eriod applies]
		Barrier Condition Averaging Start Date:			[•] [the [•] Scheduled Trading Day prior to the Barrier Condition Averaging End Date]
		Barrier Condition Averaging End Date:		[•]
(vi)	Barrier Level:				[[•] per cent. of Initial Share	rice]
(vii)	Best Strike:				[Applicable/Not applicable]
		Strike Date:	Start	[•]
		Strike Date:	End	[•]
(viii)		Business Day:		general	[a day on which (i) commercial banks and foreign exchange markets settle payments and are open for business (including exchange and foreign currency deposits) in [•] [and (ii) which is a TARGET Settlement Day]	dealing	in foreign
(ix)		Constant Monitoring:		[Applies in	respect of [Value/ rice/[•]]/Not applicable]	[Barrier	Condition/Final
(x)	Exchange(s):			[•]
(xi)		Final Averaging:			[Applicable/Not applicable]
		Final Averaging		[•]/[Final Averaging		eriod applies]

Dates:

		Final Averaging Start Date:	[•]/[the [•] Scheduled Trading Day prior to the Final Averaging End Date]
		Final Averaging End Date:	[•]
(xii)		Share and ISIN:	[•]
(xiii)		Share Issuer:	[•]
(xiv)		Initial Share Price:	[the Share rice on the Strike Date] or [•]
(xv)		Initial Averaging:	[Applicable/Not applicable]
		Initial Averaging Dates:	[•]/Initial Averaging eriod applies]
		Initial Averaging Start Date:	[•]
		Initial Averaging End Date:	[•]
(xvi)		Observation Date(s):	[•]/[each Scheduled Trading Day in the Observation Period]
(xvii)	Observation Period:		[the period from and including the [Issue Date/Strike Date/[•]] to and including the [Valuation Date/[•]]
(xviii)	Strike Date:		[•]
(xix)		Valuation Date:	[•]
(xx)		Valuation Time:	[•]

BASKET OF SHARES LINKED WARRANTS PROVISIONS

3.

(i)	Events:	Additional Disruption	of Hedging]		[Change of Law] [Hedging Disruption] [Increased Cost
(ii)		Early Exercise:	the Early Exercise Valuation Date.]		[Applicable/ Not applicable] [Additional Scheduled Trading Day Provisions are applicable in respect of
		[Early Exercise Event:]	Early Exercise Valuation Date	Early Exercise Date	Early Exercise Cash Settlement Amount	Early Exercise Price
			[•]	[•]	[•] per cent. of Issue Price	[•] per cent. of Initial Share Price

Part A – Information relating to all Warrants Pro Forma Final Terms for Index-Linked Warrants

[•]	[•]	[•] per cent. of Issue Price	[•] per cent. of Initial Share Price
[•]	[•]	[•] per cent. of Issue Price	[•] per cent. of Initial Share Price]

• [Early Exercise Averaging:] [Applicable/ Not applicable] [Additional Scheduled Trading Day Provisions are applicable in respect of Early Exercise Averaging.]
• [Early Exercise Averaging Dates:] [Not Applicable/Early Exercise Averaging Period Applies/]

Early Exercise	Early Exercise
Valuation Date	Averaging Dates
[•]	[•], [•] and [•]
[•]	[•], [•] and [•]
[•]	[•], [•] and [•]

Early Exercise Averaging Period:

Early Exercise Valuation Date Early Exercise Averaging

Period

[•] [Each date from and including [•] (the "Early Exercise Averaging Start Date") and to and including •] [[•] and the [•] Scheduled Trading Days prior to [•] [which are Scheduled Trading Days in respect of each Share].]

[•] [Each date from and including [•] (the "Early Exercise Averaging Start Date") and to and including •] [[•] and the [•] Scheduled Trading Days prior to [•] [which are Scheduled Trading Days in respect of each Share].]

[•] [Each date from and including [•] (the "Early Exercise Averaging Start Date") and to and including •] [[•] and the [•] Scheduled Trading Days prior to [•] [which are Scheduled Trading Days in respect of each Share].]

Early Exercise Cash	[•]
Settlement Amount:

(iii) Averaging Dates: [•]

(iv)		Averaging Dates Market Disruption:	[Omission] [Omission 2] [Postponement] [Postponement 2] [Modified Postponement] [Modified Postponement 2] [Preceding] [Preceding 2] applies in respect of [Early Exercise/Barrier Condition/Final/Initial] Averaging]/[Not applicable]
(v)	Averaging:	Barrier Condition	[Applicable/Not applicable]
		Barrier Condition Averaging Dates:	[•]/[Barrier Condition Averaging Period applies]
		Barrier Condition Averaging Start Date:	[•] [the [•] Scheduled Trading Day prior to the Barrier Condition Averaging End Date]
		Barrier Condition Averaging End Date:	[•]
(vi)	Barrier Level:		[[•] per cent. of Initial Share Price]
(vii)	Basket:		Name and Share Number Exchange Weighting short Issuer of Shares descriptio n of Share (including ISIN Number)
(viii)		Worst of n Shares:	[Applicable][Not applicable]
(ix)		Business Day:	[a day on which (i) commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in [•] [and (ii) which is a TARGET Settlement Day].]
(x)		Constant Monitoring:	[Applies in respect of [Barrier Condition/Final [Value/ rice/[•]]/Not applicable]
(xi)		Final Averaging:	[Applicable/Not applicable]
		Final Averaging Dates:	[•]/[Final Averaging eriod applies]
		Final Averaging Start Date:	[•]/[the [•] Scheduled Trading Day prior to the Final Averaging End Date]
		Final Averaging End Date:	[•]
(xii)		Initial Index Level:	[the Index Level on the Strike Date] or [•]
(xiii)		Initial Averaging:	[Applicable/Not applicable]

		Initial Averaging Dates:	[•]/Initial Averaging eriod applies]
		Initial Averaging Start Date:	[•]
		Initial Averaging End Date:	[•]
(xiv)		Multi-Exchange Index:	[Yes/No]
(xv)	Index:	Non Multi-Exchange	[Yes/No]
(xvi)		Observation Date(s):	[•]
(xvii)		Observation Period:	[the period from and including the Issue Date, Strike Date or [•] to and including the Valuation Date or [•]]
(xviii)		Valuation Date:	[•]
(xviv)		Valuation Time:	[•]

ANNEX 5 ADDITIONAL PROVISIONS NOT REQUIRED BY THE SECURITIES NOTE RELATING TO THE UNDERLYING

Statements regarding the Reference Entity:	[Applicable – [name of Reference Entity]/[Not applicable]
	[	]
Statements Regarding the FTSE 100 Index:	[Applicable/Not applicable]
	[	]
Statements Regarding the FTSE All-World Index:	[Applicable/Not applicable]
	[	]
Statements regarding the S&P 500 Index:	[Applicable/Not applicable]
	[	]
Statements regarding the Euro Stoxx Index:	[Applicable/Not applicable]
	[	]
Statements regarding the MSCI World Index:	[Applicable/Not applicable]
	[	]
Statements regarding the MSCI Emerging Markets Index:	[Applicable/Not applicable]
	[	]
Statements regarding the Hang Seng China Enterprises (HSCEI) Index:	[Applicable/Not applicable]
	[	]
Statements regarding the Deutscher Aktien Index (DAX):	[Applicable/Not applicable]
	[	]
Statements regarding the S&P/ASX 200 (AS51) Index:	[Applicable/Not applicable]
	[	]
Statements regarding the CAC 40 Index:	[Applicable/Not applicable]
	[	]
Statements regarding the Nikkei 225 Index:	[Applicable/Not applicable]
	[	]
Statements regarding the TOPIX:	[Applicable/Not applicable]
	[	]

Statements regarding the JSE Top40 Index:	[Applicable/Not applicable]
	[	]
Statements regarding the BNP Paribas SLI Enhanced Absolute Return Index:	[Applicable/Not applicable]
Statements regarding the Finvex Sustainable Efficient Europe 30 Price Index:	[Applicable/Not applicable]
Statements regarding the EURO 7 ™ Low Volatility Index:	[Applicable/Not applicable]
	[	]

[SUMMARY – to be inserted]

SUMMARY OF PROVISIONS RELATING TO THE WARRANTS WHILE IN GLOBAL FORM

The Warrants of each Series will be in either certificated registered form ("Registered Warrants") or uncertificated registered form ("Uncertificated Registered Warrants").

Registered Warrants

The Registered Warrants will initially be represented by a global warrant in registered form (a "Global Registered Warrant").

Global Registered Warrants will be deposited with a common depositary for, and registered in the name of a common nominee of, Euroclear and Clearstream, Luxembourg (each, a "Clearing System"), as specified in the relevant Final Terms. Persons holding beneficial interests in Global Registered Warrants will be entitled or required, as the case may be, under the circumstances described below, to receive physical delivery of individually certificated Definitive Registered Warrants.

Payments of any amount in respect of the Global Registered Warrants will, in the absence of provision to the contrary, be made to the person shown on the Register (as defined in Condition 2(d) (Registered Warrants)) as the registered holder of the Global Registered Warrants. None of the Issuer, the Trustee, any Paying Agent or the Registrar will have any responsibility or liability for any aspect of the records relating to or payments or deliveries made on account of beneficial ownership interests in the Global Registered Warrants or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Interests in a Global Registered Warrant will be exchangeable (free of charge), in whole but not in part, for Definitive Registered Warrants only upon the occurrence of an Exchange Event. For these purposes, "Exchange Event" means that (i) an Event of Default (as defined in Condition 11 (Events of Default)) has occurred and is continuing, (ii) the Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no alternative or successor clearing system satisfactory to the Trustee is available or (iii) the Issuer would suffer a disadvantage as a result of a change in laws or regulations (taxation or otherwise) or as a result of a change in the practice of Euroclear and/or Clearstream, Luxembourg which would not be suffered were the Warrants in definitive form and a certificate to such effect signed by two directors of the Issuer is given to the Trustee. The Issuer will promptly give notice to Warrantholders in accordance with Condition 14 (Notices) if an Exchange Event occurs.

In the event of the occurrence of an Exchange Event, Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such Global Registered Warrant) may give notice to the Registrar requesting exchange and, in the event of the occurrence of an Exchange Event as described in (iii) above, the Issuer may also give notice to the Registrar requesting exchange. Any such exchange shall occur not later than 10 days after the date of receipt of the first relevant notice by the Registrar.

For purposes of clarity, references herein to "Registered Warrants" include Global Registered Warrants and Definitive Registered Warrants and do not include Warrants issued in uncertificated registered form (the "Uncertificated Registered Warrants"), and Registered Warrants, in either global or definitive form, are not exchangeable for Uncertificated Registered Warrants and vice versa (except that Uncertificated Registered Warrants shall be exchanged for Definitive Registered Warrants in certain limited circumstances specified in the Trust Deed, including in circumstances where such Uncertificated Registered Warrants cease to be participating securities capable of being held in CREST).

Uncertificated Registered Warrants

Each Tranche of Uncertificated Registered Warrants will be in uncertificated registered form comprising Warrants which are uncertificated units of a security in accordance with the Regulations.

Uncertificated Registered Warrants will be credited to the purchasers' accounts with Euroclear UK an Ireland on the issue date thereof upon certification as to non-U.S. beneficial ownership.

Uncertificated Registered Warrants will not be exchangeable for Definitive Registered Warrants, except in certain limited circumstances specified in the Trust Deed.

Title to Uncertificated Registered Warrants is recorded on the relevant Operator register of corporate securities.

Each person who is for the time being shown in the Record (as defined under "General Terms and Conditions of the Warrants") as the holder of a particular number of Uncertificated Registered Warrants shall be treated by the Issuer, the CREST Registrar and the Trustee as the holder of such number of Uncertificated Registered Warrants for all purposes (and the expressions "Warrantholder" and "holder of Uncertificated Registered Warrants" and related expressions shall be construed accordingly).

Further Tranches

Pursuant to the Agency Agreement (as defined under "General Terms and Conditions of the Warrants") (in the case of Warrants other than Uncertificated Registered Warrants) or the Computershare Agency Agreement (in the case of Uncertificated Registered Warrants), the Principal Paying Agent or the CREST Registrar (as the case may be) shall arrange that, where a further Tranche of Warrants is issued which is intended to form a single Series with an existing Tranche of Warrants, the Warrants of such further Tranche shall be assigned a common code (except in the case of Uncertificated Registered Warrants) and ISIN number which are different from the common code and ISIN assigned to Warrants of any other Tranche of the same Series until at least the expiry of the distribution compliance period applicable to the Warrants of such Tranche.

Other provisions relating to Warrants held in Euroclear and/or Clearstream, Luxembourg

For so long as any of the Warrants is represented by a Global Registered Warrant held on behalf of Euroclear and/or Clearstream, Luxembourg each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream, Luxembourg as the holder of a particular number of Units of such Warrants (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the number of Units of such Warrants standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Trustee and their agents as the holder of such number of Units of such Warrants for all purposes other than with respect to the payment of amounts on such number of Units of such Warrants, for which purpose the registered holder of the relevant Global Registered Warrant shall be treated by the Issuer, the Trustee and their agents as the holder of such number of Units of such Warrants in accordance with and subject to the terms of the relevant Global Registered Warrant and the expressions "Warrantholder" and "holder of Warrants" and related expressions shall be construed accordingly.

The Final Terms in respect of any Warrants in the form of a Global Registered Warrant or a Global Registered Warrant will provide that, notwithstanding Condition 8(c) (Payment Day), "Payment Business Day" means, so long as such Warrants are represented by a Global Registered Warrant or, as the case may be, a Global Registered Warrant, (i) each Additional Financial Centre specified in the relevant Final Terms and (ii) either (1) in relation to any sum payable in a Specified Currency other than euro, 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 the principal financial centre of the country of the relevant Specified Currency (if other than the place of presentation, London and any Additional Financial Centre) or (2) in relation to any sum payable in euro, a TARGET Settlement Day.

Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative Clearing System

specified in the relevant Final Terms or as may otherwise be approved by the Issuer, the Principal Paying Agent and the Trustee.

USE OF PROCEEDS

The net proceeds from each issue of Warrants will, unless specified in the relevant Final Terms, be used by the Issuer for making profit and/or hedging certain risks. If there is another particular identified use of proceeds (other than making profit and/or hedging certain risks), this will be stated in the relevant Final Terms.

TAXATION

United Kingdom Taxation

The following is a summary of the United Kingdom withholding taxation treatment at the date hereof in relation to payments in respect of the Warrants. It is based on current law and the practice of Her Majesty's Revenue and Customs ("HMRC"), which may be subject to change, sometimes with retrospective effect. The comments do not deal with other United Kingdom tax aspects of acquiring, holding or disposing of Warrants. The comments relate only to the position of persons who are absolute beneficial owners of the Warrants. Prospective Warrantholders should be aware that the particular terms of issue of any series of Warrants as specified in the relevant Final Terms may affect the tax treatment of that and other series of Warrants. The following is a general guide for information purposes and should be treated with appropriate caution. It is not intended as tax advice and it does not purport to describe all of the tax considerations that may be relevant to a prospective purchaser. Warrantholders who are in any doubt as to their position should consult their professional adviser before acquiring any Warrants. Warrantholders who may be liable to taxation in jurisdictions other than the United Kingdom in respect of their acquisition, holding or disposal of the Warrants are particularly advised to make sure they understand their tax position and whether they are so liable (and if so under the laws of which jurisdictions), since the following comments relate only to certain United Kingdom taxation aspects of payments in respect of the Warrants. In particular, Warrantholders should be aware that they may be liable to taxation under the laws of other jurisdictions in relation to payments in respect of the Warrants even if such payments may be made without withholding or deduction for or on account of taxation under the laws of the United Kingdom.

United Kingdom Withholding Tax

Payments where the Warrants constitute derivative contracts

The Issuer should not be required to withhold or deduct sums for or on account of United Kingdom income tax from payments under Warrants that are treated as derivatives for the purposes of Financial Reporting Standard 25 (or International Accounting Standard 32).

Warrants that are not derivatives

Payments under the Warrants which do not amount to interest, rent or annual payments (and are not treated as, or as if they were, interest, rent or annual payments for United Kingdom tax purposes) may be made without any withholding or deduction for or on account of United Kingdom tax.

Provision of Information

HMRC have powers to obtain information, including in relation to interest or payments treated as interest and payments derived from securities. This may include details of the beneficial owners of Warrants (or the persons for whom Warrants are held), details of the persons to whom payments derived from Warrants are or may be paid and information in connection with transactions relating to Warrants. Information obtained by HMRC may be provided to tax authorities in other countries.

European Taxation

EU Savings Directive

Under EC Council Directive 2003/48/EC on the taxation of savings income, each Member State is required to provide to the tax authorities of another Member State details of payments of interest or other similar income paid by a person within its jurisdiction to, or collected by such a person for, an individual resident or certain limited types of entity established in that other Member State; however, for a transitional period, Austria and Luxembourg may instead apply a withholding system in relation to such payments, deducting tax at a rate of 35%. The transitional period is to terminate at the end of the first full fiscal year following agreement by certain non-EU countries to the exchange of information relating to such payments. Luxembourg has announced that it will no longer apply the withholding tax system as from 1 January 2015 and will provide details of payments of interest (or similar income) as from this date.

A number of non-EU countries, and certain dependant or associated territories of certain Member States, have adopted similar measures (either provision of information or transitional withholding) in relation to payments made by a person within its jurisdiction to, or collected by such a person for, an individual resident or certain limited types of entity established in a Member State. In addition, the Member States have entered into provision of information or transitional withholding arrangements with certain of those dependant or associated territories in relation to payments made by a person in a Member State to, or collected by such a person for, an individual resident or certain limited types of entity established in one of those territories.

The Council of the European Union formally adopted a Council Directive amending the Directive on 24 March 2014 (the "Amending Directive"). The Amending Directive broadens the scope of the requirements described above. Member States have until 1 January 2016 to adopt the national legislation necessary to comply with the Amending Directive. The changes made under the Amending Directive include extending the scope of the Directive to payments made to, or collected for, certain other entities and legal arrangements. They also broaden the definition of "interest payment" to cover income that is equivalent to interest.

Investors who are in any doubt as to their position should consult their professional advisers.

The proposed financial transactions tax ("FTT")

On February 14 2013, the European Commission has published a proposal for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the "participating Member States").

The proposed FTT has very broad scope. If introduced in the form proposed on 14 February 2013, it could apply to certain dealings in the Warrants (including secondary market transactions) in certain circumstances. Primary market transactions referred to in Article 5(c) of Regulation (EC) No 1287/2006 are exempt.

Under the 14 February 2013 proposal, the FTT could apply in certain circumstances to persons both within and outside of the participating Member States. Generally, it would apply to certain dealings in Warrants where at least one party is a financial institution, and at least one party is established in a participating Member Sate. A financial institution may be, or be deemed to be, "established" in a participating Member State in a broad range of circumstances, including (a) by transacting with a person established in a participating Member State or (b) where the financial instrument which is subject to the dealings is issued in a participating Member State.

The FTT proposal remains subject to negotiation between the participating Member States. Additional EU Member States may decide to participate, although certain Member States have expressed strong objections to the proposal. The FTT proposal may therefore be altered prior to any implementation, the timing of which remains unclear. Prospective holders of Warrants are advised to seek their own professional advice in relation to the FTT.

U.S. withholding tax under FATCA

In order to receive payments free of U.S. withholding tax under Sections 1471 through 1474 of the U.S. Internal Revenue Code (commonly referred to as "FATCA"), the Issuer and financial institutions through which payments on the Warrants are made may be required to withhold at a rate of up to 30% on all, or a portion of, payments in respect of the Warrants made after 31 December 2016. This withholding does not apply to payments on Warrants that are issued prior to the date that is six months after the date on which the final regulations that define "foreign passthru payments" are published) unless the Warrants are "materially modified" after that date or are characterised as equity for U.S. federal income tax purposes

The Issuer may enter into an agreement with the U.S. Internal Revenue Service ("IRS") to provide certain information about investors. Under such an agreement, withholding may be triggered if: (a) an investor does not provide information sufficient for the relevant party to

determine whether the investor is a U.S. person or should otherwise be treated as holding a ''United States Account'' of the Issuer, (b) an investor does not consent, where necessary, to have its information disclosed to the IRS or (c) any investor or person through which payment on the Warrants is made is not able to receive payments free of withholding under FATCA.

The United States and the United Kingdom entered into an intergovernmental agreement to implement FATCA (the "UK IGA"). Under the current provisions of the UK IGA, a foreign financial institution that is treated as resident in the United Kingdom and that complies with the requirements of the UK IGA, will not be subject to FATCA withholding on payments it receives and will not be required to withhold on payments of non-U.S. source income. The United States is in the process of negotiating intergovernmental agreements to implement FATCA with a number of other jurisdictions. Different rules than those described above may apply if a payee is resident in a jurisdiction that has entered into an intergovernmental agreement to implement FATCA.

SUBSCRIPTION AND SALE

The Dealer has, in a programme agreement (the "Programme Agreement") dated on or about 20 May 2014, agreed with the Issuer a basis upon which it and any other dealers from time to time appointed under the Programme or any of them may from time to time agree to purchase Warrants. Any such agreement will extend to those matters stated under "Summary of Provisions relating to the Warrants while in Global Form" and "General Terms and Conditions of the Warrants". The Warrants may be sold by the Issuer through the Dealer(s), acting as agent(s) of the Issuer. In the Programme Agreement, the Issuer has agreed to reimburse the Dealers for certain of their expenses in connection with the update of the Programme and the issue of Warrants under the Programme and to indemnify the Dealers against certain liabilities incurred by them in connection therewith.

Selling Restrictions

United States

The Warrants have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act.

The Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it will not offer, sell or deliver Warrants (a) as part of their distribution at any time or (b) otherwise until 40 days after the completion of the distribution, as determined and certified by the relevant Dealer or, in the case of an issue of Warrants on a syndicated basis, the relevant lead manager, of all Warrants of the Tranche of which such Warrants are a part, within the United States or to, or for the account or benefit of, U.S. persons. The Dealer has further agreed, and each further Dealer appointed under the Programme will be required to agree, that it will send to each dealer to which it sells any Warrants during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Warrants within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.

Until 40 days after the commencement of the offering of any Series of Warrants, an offer or sale of such Warrants within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from registration under the Securities Act.

Each issuance of Warrants shall be subject to such additional U.S. selling restrictions as the Issuer and the relevant Dealer may agree as a term of the issuance and purchase of such Warrants, which additional selling restrictions shall be set out in the relevant Final Terms.

Public Offer Selling Restriction under the Prospectus Directive

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), the Dealer has represented, warranted and agreed, and each further Dealer appointed under the Programme will be required to represent, warrant and agree, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will not make an offer of Warrants which are the subject of the offering contemplated by this Base Prospectus as completed by the Final Terms in relation thereto to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Warrants to the public in that Relevant Member State:

(a) Approved Prospectus: if the Final Terms in relation to the Warrants specify that an offer of those Warrants may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State (a "Non-exempt Offer"), following the date of publication of a prospectus in relation to such Warrants which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, provided that any such prospectus which has subsequently been completed by the Final Terms contemplating such Non-exempt Offer, in accordance with the Prospectus Directive, in the period beginning and ending on the dates specified in such prospectus or Final Terms, as applicable and the Issuer has consented in writing to its use for the purpose of that Non-exempt Offer;

• (b) Qualified investors: at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;
• (c) Fewer than 100 offerees: at any time to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or
• (d) Other exempt offers: at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Warrants referred to in (b) to (d) above shall require the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision only, the expression an "offer of Warrants to the public" in relation to any Warrants in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Warrants to be offered so as to enable an investor to decide to purchase the Warrants, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

United Kingdom

The Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that:

• (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Warrants in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and
• (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Warrants in, from or otherwise involving the United Kingdom.

Ireland

The Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that:

(a) it will not underwrite the issue of, or place Warrants in Ireland otherwise than in conformity with the provisions of the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3), and any codes of conduct or rules issued in connection therewith and any conditions, requirements or other enactments imposed or approved by the Central Bank of Ireland, and the provisions of the Irish Investor Compensation Act 1998;

• (b) it will not underwrite the issue of, or place Warrants otherwise than in conformity with the provisions of the Irish Central Bank Acts 1942 – 2013 and any codes of practice made under section 117(1) of the Irish Central Bank Act 1989;
• (c) it will not underwrite the issue of, or place, or do anything in Ireland in respect of Warrants otherwise than in conformity with the provisions of the Prospectus (Directive 2003/71/EC) Regulations 2005 (as amended) and any rules issued under section 51 of the Irish Investment Funds, Companies and Miscellaneous Provisions Act 2005, by the Central Bank of Ireland;
• (d) it will not underwrite the issue of, or place, or do anything in Ireland in respect of Warrants otherwise than in conformity with the provisions of the Market Abuse (Directive 2003/6/EC) Regulations 2005 (as amended) and any rules issued under section 34 of the Irish Investment Funds, Companies and Miscellaneous Provisions Act 2005 by the Central Bank of Ireland; and
• (e) it will ensure that no Warrants will be offered or sold in Ireland with an expiry date of less than 12 months from the date of issue except in full compliance with Notice BSD C 01/02 issued by the Central Bank of Ireland.

South Africa

The Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not and will not offer or solicit any offers for sale or subscription or sell any Warrants, in each case except in accordance with the South African exchange control regulations, the South African Companies Act, 2008 and any other applicable laws and regulations of South Africa in force from time to time. In particular, the Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it will not offer Warrants for subscription, or otherwise sell any Warrants, to any person who, or which, is a Resident (as defined in the South African exchange control regulations) other than in strict compliance with the South African exchange control regulations in effect from time to time, and, without prejudice to the foregoing, that it will take all reasonable measures available to it to ensure that no Warrant will be purchased by, or sold to, or beneficially held or owned by, any Resident (as defined in the South African exchange control regulations) other than in strict compliance with the South African exchange control regulations in effect from time to time.

Isle of Man

The Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that:

• (a) it shall only offer or sell Warrants in or from the Isle of Man if it holds an appropriate investment business licence issued by the Isle of Man Financial Supervision Commission (the "FSC") under section 7 of the Isle of Man Financial Services Act 2008 (the "FSA 2008"); and
• (b) where it does not hold such a licence, it shall only offer or sell Warrants to an "Isle of Man person" (within the meaning of the Isle of Man Regulated Activities Order 2011 (as amended) (the "Order")) where it is an "overseas person" (within the meaning of the Order) who is authorised to offer and sell the Warrants by a regulator outside the Isle of Man and either:

• (i) the offer or sale of the Warrants is the direct result of an approach made to the Dealer by or on behalf of the Isle of Man person which has not been solicited by the Dealer (otherwise than by means of an advertisement which is neither targeted at Isle of Man persons nor disseminated by a medium which is targeted at Isle of Man persons); or

• (ii) the Isle of Man person:

• (A) holds a licence issued by the FSC under section 7 of the FSA 2008 to carry on, or hold themselves out as carrying on, a regulated activity; or
• (B) is a person falling within exclusion 2(r) contained in Schedule 1 to the Order; or
• (C) is a person whose ordinary business activities involve him in acquiring, holding, managing or disposing of shares or debentures (as principal or agent), for the purposes of his business.

Guernsey

The Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that Warrants may only be offered or sold in or from within the Bailiwick of Guernsey either (i) by persons licensed to do so under the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended) (the "POI Law"); or (ii) to persons licensed under the POI Law; or (iii) to persons licensed under the Insurance Business (Bailiwick of Guernsey) Law, 2002, the Banking Supervision (Bailiwick of Guernsey) Law, 1994, or the Regulation of Fiduciaries, Administration Businesses and Company Directors, Etc, (Bailiwick of Guernsey) Law, 2000.

Jersey

The Issuer does not hold a consent under the Control of Borrowing (Jersey) Order 1958 ("COBO"), however, this Base Prospectus may be circulated in Jersey pursuant to COBO on the basis that this offer is "valid in the United Kingdom" and is circulated in Jersey only to persons similar to those to whom, and in a similar manner to that in which, it is for the time being circulated in the United Kingdom and that the Issuer does not have a "relevant connection" with Jersey, as such terms are defined in COBO.

General

The Dealer has agreed and each further Dealer appointed under the Programme will be required to agree that it will (to the best of its knowledge and belief) comply with all applicable securities laws and regulations in force in any jurisdiction in which it purchases, offers, sells or delivers Warrants or possesses or distributes this Base Prospectus and will obtain any consent, approval or permission required by it for the purchase, offer, sale or delivery by it of Warrants under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers, sales or deliveries and none of the Issuer, the Trustee and any other Dealer shall have any responsibility therefor.

None of the Issuer, the Trustee or any of the Dealers has represented that Warrants may at any time lawfully be sold in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating any such sale.

With regard to each Tranche, the relevant Dealer will be required to comply with any additional restrictions agreed between the Issuer and the relevant Dealer and set out in the relevant Final Terms.

GENERAL INFORMATION

Authorisation

The establishment of the Programme and the issue of Warrants have been duly authorised by a resolution of the Board of Directors of the Issuer dated 20 May 2014. The Issuer has obtained or will obtain from time to time all necessary consents, approvals and authorisations in connection with the issue and performance of the Warrants, which will be issued in accordance with English law.

Listing and Admission to Trading

This document has been approved by the FCA as a base prospectus in compliance with the Prospectus Directive and relevant implementing measures in the United Kingdom for the purpose of giving information with regard to the Warrants issued under the Programme described in this Base Prospectus during the period of twelve months after the date hereof. Application has also been made for the Warrants to be admitted during the twelve months after the date hereof to listing on the Official List of the FCA and to trading on the Regulated Market of the London Stock Exchange.

Application for listing on the Official List of the FCA will, if no Warrants of the relevant Series are already listed, relate to all Warrants of that Series, issued or proposed to be issued.

Documents Available

So long as any of the Warrants are outstanding and throughout the life of the Programme, copies of the following documents will, when published, be available for inspection from the registered office of the Issuer and from the specified offices of the Paying Agents for the time being in London:

• (i) the Memorandum and Articles of Association of the Issuer;
• (ii) the audited consolidated annual financial statements of the Issuer in respect of the financial years ended 31 March 2013 and 31 March 2012, together with the auditor's reports prepared in connection therewith. The Issuer currently prepares audited consolidated accounts on an annual basis;
• (iii) the unaudited half yearly financial report of the Issuer for the six months ended 30 September 2013;
• (iv) the Programme Agreement, the Trust Deed, the Agency Agreement, the Computershare Agency Agreement and the forms of the Global Registered Warrants;
• (v) a copy of this Base Prospectus;
• (vi) any future offering circulars, prospectuses, information memoranda and supplements including, free of charge, Final Terms (save that Final Terms relating to a Warrant which is neither admitted to trading on a regulated market in the EEA nor offered in the EEA in circumstances where a prospectus is required to be published under the Prospectus Directive will only be available for inspection by a holder of such Warrant and such holder must produce evidence satisfactory to the Issuer and the Paying Agent as to its holding of Warrants and identity) to this Base Prospectus and any other documents incorporated herein or therein by reference; and
• (vii) in the case of each issue of Warrants admitted to trading on the Regulated Market of the London Stock Exchange subscribed pursuant to a subscription agreement, the subscription agreement (or equivalent document).

Clearing Systems

The Warrants (other than Uncertificated Registered Warrants) have been accepted for clearance through Euroclear and Clearstream, Luxembourg (the "Clearing Systems") (which are the entities in charge of keeping the records). The relevant ISIN and Common Code will be specified in the relevant Final Terms. If the Warrants are to clear through an additional or alternative clearing system the appropriate information will be specified in the relevant Final Terms.

The Uncertificated Registered Warrants are participating securities for the purposes of the Regulations. The Operator is in charge of maintaining the Operator register of corporate securities. Title to the Uncertificated Registered Warrants is recorded and will pass on registration in the Operator register of corporate securities. As at the date of this Base Prospectus, the relevant Operator for the purposes of the Regulations is Euroclear UK and Ireland.

The address of Euroclear is Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, B-1210 Brussels, Belgium and the address of Clearstream, Luxembourg is Clearstream Banking, 42 Avenue JF Kennedy, L-1855 Luxembourg. The address of Euroclear UK and Ireland is Watling House, 33 Cannon St, London EC4M 5SB, United Kingdom.

Conditions for determining price

The price and amount of Warrants to be issued under the Programme will be determined by the Issuer and the relevant Dealer at the time of issue in accordance with prevailing market conditions.

Significant or Material Change

There has been no significant change in the financial or trading position of the Issuer and its group since 30 September 2013, being the end of the most recent financial period for which it has published financial statements.

There has been no material adverse change in the prospects of the Issuer since the financial year ended 31 March 2013, the most recent financial year for which it has published audited financial statements.

Litigation

There are no, and have not been any, governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) in the twelve months preceding the date of this Base Prospectus which may have, or have had in the recent past significant effects on the financial position or profitability of the Issuer and/or its group.

Auditors

The audited consolidated financial statements of the Issuer for the financial years ended 31 March 2012 and 31 March 2013 have been audited without qualification by Ernst & Young LLP, chartered accountants registered auditors and independent auditors whose address is 1 More London Place, London SE1 2AF.

Post-issuance information

The Issuer does not intend to provide any post-issuance information, except if required by any applicable laws and regulations.

Dealers transacting with the Issuer

The Dealers from time to time appointed under the Programme and their affiliates may have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform services for the Issuer and its affiliates in the ordinary course of business.

PART B – EQUITY-LINKED WARRANTS/INDEX-LINKED WARRANTS

FURTHER INFORMATION RELATING TO EQUITY-LINKED WARRANTS/INDEX-LINKED WARRANTS

Information relating to Settlement Provisions

The Terms and Conditions of the Warrants will include one of the sets of Settlement Provisions set out below depending on the type of Settlement Provisions specified as being applicable in Annex 1 of the Final Terms of the relevant Warrants. These will govern the amount payable upon exercise of the Warrants and will be one of the following:

• (i) Full Growth Call Warrant Settlement Provisions
• (ii) Full Digital Call Warrant Settlement Provisions
• (iii) Growth Call Warrant 1 Settlement Provisions
• (iv) Digital Call Warrant 1 Settlement Provisions
• (v) Protection Put Warrant Settlement Provisions
• (vi) Growth Call Warrant 2 Settlement Provisions
• (vii) Digital Call Warrant 2 Settlement Provisions
• (viii) Put Warrant Downside 1 Settlement Provisions
• (ix) Put Warrant Downside 2 Settlement Provisions
• (x) Kick-Out Call Warrant Settlement Provisions

The Final Terms will also contain certain elections required to be completed for the relevant Settlement Provisions.

Information relating to Terms for Equity-Linked Warrants/Index-Linked Warrants

The Conditions (as set out in Part A of this Base Prospectus) apply to all Warrants and are supplemented by one of the following sets of Terms (as defined below) set out in this Part B of this Base Prospectus, as indicated in the relevant Final Terms. In the event of any inconsistency between the applicable Terms and the Conditions, or any statement in or incorporated by reference into the Base Prospectus, the Terms will prevail. In the event of any inconsistency between any of the applicable Terms or any statement in or incorporated by reference into the Base Prospectus, and the Final Terms in relation to the Warrants, the Final Terms will prevail.

Equity-Linked Warrants may be designated in the relevant Final Terms as being:

• 1. linked to a single share ("Single Share-Linked Warrants"), in which case the standard terms set out in "Terms for Single Share-Linked Warrants" below will apply; or
• 1. linked to a basket of shares ("Basket Share-Linked Warrants"), in which case the standard terms set out in "Terms for Basket Share-Linked Warrants" below will apply.

Index-Linked Warrants may be designated in the relevant Final Terms as being:

• 1. linked to a single index ("Single Index-Linked Warrants"), in which case the standard terms set out in "Terms for Single Index-Linked Warrants" below will apply; or
• 1. linked to a basket of indices ("Basket Index-Linked Warrants"), in which case the standard terms set out in "Terms for Basket of Index-Linked Warrants" below will apply.

(The above are the "Terms" in relation to the Equity-Linked Warrants or the Index-Linked Warrants (as applicable).)

SETTLEMENT PROVISIONS

The settlement provisions in the following paragraphs 1 to 10 (inclusive) apply to Index-Linked Warrants in the same manner as to Equity-Linked Warrants, and references to "Share" shall be construed as references to "Index", references to "Basket" (of Shares) shall be construed as reference to "Basket" (of Indices), references to "Price" shall be construed as references to "Index Level" in respect of a single Index, references to "Value" shall be construed as references to "Index Level" in respect of Basket of Indices, references to "Initial Share Price" shall be construed as references to "Initial Index Level" in respect of a single Index, references to "Initial Value" shall be construed as references to "Initial Index Level" in respect of Basket of Indices, references to "Initial Price" shall be construed as references to "Initial Index Level" in respect of a single Index or, as the case may be, "Initial Index Level" in respect of a Basket of Indices, references to "Final Share Price" shall be construed as references to "Final Index Level" in respect of a single Index, references to "Final Value" shall be construed as references to "Final Index Level" in respect of Basket of Indices, references to "Final Price" shall be construed as references to "Final Index Level" in respect of a single Index or, as the case may be, "Final Index Level" in respect of a Basket of Indices.

1. Full Growth Call Warrant

If the relevant Final Terms specify that the Full Growth Call Warrant Settlement Provisions apply:

A. Further Information relating to Full Growth Call Warrants

The return that an investor receives in relation to Full Growth Call Warrants is linked to the performance of an underlying Share or a Basket of Shares, or an underlying Index or Basket of Indices, as specified in the relevant Final Terms.

A description of the potential payouts and worked examples relating to Full Growth Call Warrants can be found at pages 80 to 81 of the Base Prospectus.

B. Formulae for determination of Cash Settlement Amounts relating to Full Growth Call Warrants

Cash Settlement Amount

Unless previously exercised, purchased or cancelled in accordance with the Terms, the Conditions and the relevant Final Terms, the Cash Settlement Amount payable by the Issuer in respect of a Warrant on its Cash Settlement Amount Payment Date shall be determined by the Calculation Agent in accordance with the following formulae:

(a) if the Final Price is greater than the Return Threshold:

FaceAmount

MinCap Max Gearing1 FinalPrice- InitialPrice ReturnThreshold- InitialPrice x 100% , 0 %, x

(b) if the Final Price is less than or equal to the Return Threshold, and greater than or equal to the Initial Price:

FaceAmount x100%

(c) if the Final Price is less than the Initial Price:

FaceAmount

Max 0 , Gearing2 ^x InitialPrice- FinalPrice x 100%

(please note that if the Cap, Gearing 1 or Gearing 2 are specified as being Not Applicable in the Final Terms, the Cap shall be unlimited, Gearing 1 shall be 100% and Gearing 2 shall be 100%.)

where:

"Cap", if applicable, means n per cent., as specified in the relevant Final Terms;

"Final Price" means the Final Share Price, in case of Shares and Final Value, in case of a Basket;

"Gearing 1", if applicable, means n per cent., as specified in the relevant Final Terms;

"Gearing 2", if applicable, means n per cent., as specified in the relevant Final Terms;

"Initial Price" means the Initial Share Price, in case of Shares and Initial Value, in case of a Basket; and

"Return Threshold" means n per cent. of the Initial Price, as specified in the relevant Final Terms.

2. Full Digital Call Warrant

If the relevant Final Terms specify that the Full Digital Call Warrant Settlement Provisions apply:

A. Further Information relating to Full Digital Call Warrants

The return that an investor receives in relation to Full Digital Call Warrants is linked to the performance of an underlying Share or a Basket of Shares, or an underlying Index or Basket of Indices, as specified in the relevant Final Terms.

A description of the potential payouts and worked examples relating to Full Digital Call Warrants can be found at pages 78 to 79 of the Base Prospectus.

B. Formulae for determination of Cash Settlement Amounts relating to Full Digital Call Warrants

Cash Settlement Amount

Unless previously exercised, purchased or cancelled in accordance with the Terms, the Conditions and the relevant Final Terms, the Cash Settlement Amount payable by the Issuer in respect of a Warrant on its Cash Settlement Amount Payment Date shall be determined by the Calculation Agent in accordance with the following formulae:

(a) if the Final Price is greater than the Return Threshold:

FaceAmount x DigitalReturn

(b) if the Final Price is less than or equal to the Return Threshold, and greater than or equal to the Initial Price:

FaceAmount x100%

(c) if the Final Price is less than the Initial Price:

FaceAmount

$$
\begin{array}{c} x \ (Max[0, 100% + Gearingx (InitialPrice - FinalPrice)]) \end{array}
$$

(please note that if the Gearing is specified as being Not Applicable in the Final Terms, the Gearing shall be 100%)

where:

"Digital Return" means n per cent., as specified in the relevant Final Terms;

"Final Price" means the Final Share Price, in case of Shares and Final Value, in case of a Basket;

"Gearing", if applicable, means n per cent., as specified in the relevant Final Terms;

"Initial Price" means the Initial Share Price, in case of Shares and Initial Value, in case of a Basket; and

"Return Threshold" means n per cent. of the Initial Price, as specified in the relevant Final Terms.

3. Growth Call Warrant 1

If the relevant Final Terms specify that the Growth Call Warrant Settlement Provisions apply:

A. Further Information relating to Growth Call Warrant 1

The return that an investor receives in relation to Growth Call Warrant 1 is linked to the performance of an underlying Share or a Basket of Shares, or an underlying Index or Basket of Indices, as specified in the relevant Final Terms.

A description of the potential payouts and worked examples relating to Growth Call Warrant 1 can be found at pages 62 to 63 of the Base Prospectus.

B. Formulae for determination of Cash Settlement Amounts relating to Growth Call Warrant 1

Cash Settlement Amount

Unless previously exercised, purchased or cancelled in accordance with the Terms, the Conditions and the relevant Final Terms, the Cash Settlement Amount payable by the Issuer in respect of a Warrant on its Cash Settlement Amount Payment Date shall be determined by the Calculation Agent in accordance with the following formulae:

(a) if the Final Price is greater than the Return Threshold:

x FaceAmount

MinCap Max Gearing FinalPrice- InitialPrice ReturnThreshold- InitialPrice 100% , 0 %, ^x

(b) if the Final Price is less than or equal to the Return Threshold, and greater than or equal to the Initial Price:

FaceAmount

MinCap Max Gearing FinalPrice- InitialPrice ReturnThreshold- InitialPrice x 100% , 0 %, ^x

(c) if the Final Price is less than the Initial Price:

FaceAmount

$$
\left(1/ReferencePercentage \times Min\left[ReferencePercentage Max\left{0, \frac{FinalPrice}{Initial Price} - \left(100\% - ReferencePercentage\right)\right}\right]\right)
$$

(please note that if the Reference Percentage, Cap or Gearing are specified as being Not Applicable in the Final Terms, the Reference Percentage shall be 80%, the Cap shall be unlimited and the Gearing shall be 100%)

where:

"Cap", if applicable, means n per cent., as specified in the relevant Final Terms;

"Final Price" means the Final Share Price, in case of Shares and Final Value, in case of a Basket;

"Gearing", if applicable, means n per cent., as specified in the relevant Final Terms;

"Initial Price" means the Initial Share Price, in case of Shares and Initial Value, in case of a Basket;

"Reference Percentage", if applicable, means n per cent., as specified in the relevant Final Terms; and

"Return Threshold" means n per cent. of the Initial Price, as specified in the relevant Final Terms.

4. Digital Call Warrant 1

If the relevant Final Terms specify that the Digital Call Warrant 1 Settlement Provisions apply:

A. Further Information relating to Digital Call Warrant 1

The return that an investor receives in relation to Digital Call Warrant 1 is linked to the performance of an underlying Share or a Basket of Shares, or an underlying Index or Basket of Indices, as specified in the relevant Final Terms.

A description of the potential payouts and worked examples relating to Digital Call Warrant 1 can be found at pages 46 to 47 of the Base Prospectus.

B. Formulae for determination of Cash Settlement Amounts relating to Digital Call Warrant 1

Cash Settlement Amount

Unless previously exercised, purchased or cancelled in accordance with the Terms, the Conditions and the relevant Final Terms, the Cash Settlement Amount payable by the Issuer in respect of a Warrant on its Cash Settlement Amount Payment Date shall be determined by the Calculation Agent in accordance with the following formulae:

(a) if the Final Price is greater than the Return Threshold:

FaceAmountx DigitalReturn

(b) if the Final Price is less than or equal to the Return Threshold, and greater than or equal to the Initial Price:

FaceAmount x100%

(c) if the Final Price is less than the Initial Price:

FaceAmount

(please note that if the Reference Percentage is specified as being Not Applicable in the Final Terms, the Reference Percentage shall be 80%)

where:

"Digital Return" means n per cent., as specified in the relevant Final Terms;

"Final Price" means the Final Share Price, in case of Shares and Final Value, in case of a Basket;

"Initial Price" means the Initial Share Price, in case of Shares and Initial Value, in case of a Basket;

"Reference Percentage", if applicable, means n per cent., as specified in the relevant Final Terms; and

"Return Threshold" means n per cent. of the Initial Price, as specified in the relevant Final Terms.

5. Protection Put Warrant

If the relevant Final Terms specify that the Protection Put Warrant Settlement Provisions apply:

A. Further Information relating to Protection Put Warrants

The amount that an investor receives in relation to Protection Put Warrants is linked to the performance of an underlying Share or a Basket, or an underlying Index or Basket of Indices, as specified in the relevant Final Terms.

A description of the potential payouts and worked examples relating to Protection Put Warrants can be found at pages 60 to 65 of the Base Prospectus.

B. Formula for determination of the Cash Settlement Amount and other optional provisions relating to Protection Put Warrants

Cash Settlement Amount

Unless previously exercised, purchased or cancelled in accordance with the Terms, the Conditions and the relevant Final Terms, the Cash Settlement Amount payable by the Issuer in respect of a Warrant on its Cash Settlement Amount Payment Date shall be determined by the Calculation Agent in accordance with the following formula:

$$
Face \, Amount
$$
\n
$$
x
$$
\n
$$
1/ReferencePercentage \times Min \left[ReferencePercentage \, Max \left{ 0, 100\% - \frac{FinalPrice}{Initial \, Price} \right} \right]
$$

(please note that if the Reference Percentage is specified as being Not Applicable in the Final Terms, the Reference Percentage shall be 80%)

where:

"Final Price" means the Final Share Price, in case of Shares and Final Value, in case of a Basket;

"Initial Price" means the Initial Share Price, in case of Shares, and Initial Value, in case of a Basket; and

"Reference Percentage", if applicable, means n per cent., as specified in the relevant Final Terms.

6. Growth Call Warrant 2

If the relevant Final Terms specify that the Growth Call Warrant 2 Settlement Provisions apply:

A. Further Information relating to Growth Call Warrant 2

The return that an investor receives in relation to Growth Call Warrant 2 is linked to the performance of an underlying Share or a Basket of Shares, or an underlying Index or Basket of Indices, as specified in the relevant Final Terms.

A description of the potential payouts and worked examples relating to Growth Call Warrant 2 can be found at pages 68 to 72 of the Base Prospectus.

B. Formulae for determination of Cash Settlement Amounts relating to Growth Call Warrant 2

Cash Settlement Amount

Unless previously exercised, purchased or cancelled in accordance with the Terms, the Conditions and the relevant Final Terms, the Cash Settlement Amount payable by the Issuer in respect of a Warrant on its Cash Settlement Amount Payment Date shall be determined by the Calculation Agent in accordance with the following formulae:

(a) if the Final Price is greater than the Initial Price:

FaceAmount

$$
Face Amount
$$
\n
$$
x
$$
\n100% + (Min[Cap, {Max 0%, Geaning x ((FinalPrice-InitialPrice) - (ReturnThreshold-InitialPrice))}] )

(b) if the Final Price is less than the Initial Price:

FaceAmount

$$
\left(1/ReferencePercentage \times Min\left[ReferencePercentage Max\left{0, \frac{FinalPrice}{Initial Price} - (100\% - ReferencePercentage)\right}\right]\right)
$$

(please note that if the Reference Percentage, Cap or Gearing are specified as being Not Applicable in the Final Terms, the Reference Percentage shall be 80%, the Cap shall be unlimited and the Gearing shall be 100%)

where:

"Cap", if applicable, means n per cent., as specified in the relevant Final Terms;

"Final Price" means the Final Share Price, in case of Shares and Final Value, in case of a Basket;

"Gearing", if applicable, means n per cent., as specified in the relevant Final Terms;

"Initial Price" means the Initial Share Price, in case of Shares and Initial Value, in case of a Basket;

"Reference Percentage", if applicable, means n per cent., as specified in the relevant Final Terms; and

"Return Threshold" means n per cent. of the Initial Price, as specified in the relevant Final Terms.

7. Digital Call Warrant 2

If the relevant Final Terms specify that the Digital Call Warrant 2 Settlement Provisions apply:

A. Further Information relating to Digital Call Warrant 2

The return that an investor receives in relation to Digital Call Warrant 2 is linked to the performance of an underlying Share or a Basket of Shares, or an underlying Index or Basket of Indices, as specified in the relevant Final Terms.

A description of the potential payouts and worked examples relating to Digital Call Warrant 2 can be found at pages 72 to 75 of the Base Prospectus.

B. Formulae for determination of Cash Settlement Amounts relating to Digital Call Warrant 2

Cash Settlement Amount

Unless previously exercised, purchased or cancelled in accordance with the Terms, the Conditions and the relevant Final Terms, the Cash Settlement Amount payable by the Issuer in respect of a Warrant on its Cash Settlement Amount Payment Date shall be determined by the Calculation Agent in accordance with the following formulae:

(a) if the Final Price is greater than the Return Threshold:

FaceAmountx DigitalReturn

(b) if the Final Price is less than or equal to the Return Threshold, but greater than or equal to the Initial Price:

FaceAmount x100%

(c) if the Final Price is less than the Initial Price:

FaceAmount

(please note that if the Reference Percentage is specified as being Not Applicable in the Final Terms, the Reference Percentage shall be 80%)

where:

"Digital Return" means n per cent., as specified in the relevant Final Terms;

"Final Price" means the Final Share Price, in case of Shares and Final Value, in case of a Basket;

"Initial Price" means the Initial Share Price, in case of Shares and Initial Value, in case of a Basket;

"Reference Percentage", if applicable, means n per cent., as specified in the relevant Final Terms; and

"Return Threshold" means n per cent. of the Initial Price, as specified in the relevant Final Terms.

8. Put Warrant Downside 1

If the relevant Final Terms specify that the Put Warrant Downside 1 Settlement Provisions apply:

A. Further Information relating to Put Warrant Downside 1

The amount that an investor receives in relation to Put Warrant Downside 1 is linked to the performance of an underlying Share or a Basket, or an underlying Index or Basket of Indices, as specified in the relevant Final Terms.

A description of the potential payouts and worked examples relating to Put Warrant Downside 1 can be found at pages 65 to 72 of the Base Prospectus.

B. Formula for determination of the Cash Settlement Amount and other optional provisions relating to Put Warrant Downside 1

Cash Settlement Amount

Unless previously exercised, purchased or cancelled in accordance with the Terms, the Conditions and the relevant Final Terms, the Cash Settlement Amount payable by the Issuer in respect of a Warrant on its Cash Settlement Amount Payment Date shall be determined by the Calculation Agent in accordance with the following formulae:

(a) if the Final Price is greater than the Return Threshold:

$$
Face \, Amount
$$
\n
$$
x
$$
\n1/RéferencePercentage × Min\n
$$
\left[ \nRefferencePercentage \, Max \left{ 0, 100\% - \frac{FinalPrice}{Initial\, Price} \right} \n\right]
$$

• (b) If Barrier Condition is specified as applicable in the relevant Final Terms:
• (i) if (X) the Final Price is less than or equal to the Return Threshold, and greater than or equal to the Initial Price, or (Y) the Final Price is less than the Initial Price and the Barrier Condition is satisfied:

$$
Face \, Amount
$$
\n
$$
x
$$
\n
$$
1/ReferencePercentage \times Min \left[ReferencePercentage \, Max \left{ 0, 100\% - \frac{FinalPrice}{Initial Price} \right} \right]
$$

(ii) if (X) the Final Price is less than the Initial Price, and (Y) the Barrier Condition is not satisfied:

$$
1/ReferencePercentage \times Min \left[ReferencePercentage Max\left{0, 100\% - \frac{FinalPrice}{Initial Price}\right}\right] - \left{InitialPrice - FinalPrice\right}
$$

FaceAmount

(c) If Barrier Condition is specified as not applicable in the relevant Final Terms, and the Final Price is less than or equal to the Return Threshold, and greater than or equal to the Initial Price:

(please note that if the Reference Percentage is specified as being Not Applicable in the Final Terms, the Reference Percentage shall be 80%)

where:

"Barrier Condition" means:

• (a) if "European" is specified in the relevant Final Terms, that the price of the Share or the value of the Basket, as applicable, is greater than or equal to the Barrier Level on the Observation Date, or if Barrier Condition Averaging is specified as being applicable, that the arithmetic average of the prices of the Share or value of the Basket on each Barrier Condition Averaging Date is greater than or equal to the Barrier Level;
• (b) if "American" is specified in the relevant Final Terms, that the price of the Share or the Value of the Basket, as applicable, is greater than or equal to the Barrier Level during the Observation Period; and
• (c) if "Bermudan" is specified in the relevant Final Terms, that the price of the Share or the value of the Basket, as applicable, is greater than or equal to the Barrier Level on each and every Observation Date,

"Barrier Level", if applicable, means n per cent., as specified in the relevant Final Terms;

"Final Price" means the Final Share Price, in case of Shares and Final Value, in case of a Basket;

"Initial Price" means the Initial Share Price, in case of Shares and Initial Value, in case of a Basket;

"Reference Percentage", if applicable, means n per cent., as specified in the relevant Final Terms; and

"Return Threshold" means n per cent. of the Initial Price, as specified in the relevant Final Terms.

9. Put Warrant Downside 2

If the relevant Final Terms specify that the Put Warrant Downside 2 Settlement Provisions apply:

A. Further Information relating to Put Warrant Downside 2

The amount that an investor receives in relation to Put Warrant Downside 2 is linked to the performance of an underlying Share or a Basket, or an underlying Index or Basket of Indices, as specified in the relevant Final Terms.

A description of the potential payouts and worked examples relating to Put Warrant Downside 2 can be found at pages 72 to 78 of the Base Prospectus.

B. Formula for determination of the Cash Settlement Amount and other optional provisions relating to Put Warrant Downside 2

Cash Settlement Amount

Unless previously exercised, purchased or cancelled in accordance with the Terms, the Conditions and the relevant Final Terms, the Cash Settlement Amount payable by the Issuer in respect of a Warrant on its Cash Settlement Amount Payment Date shall be determined by the Calculation Agent in accordance with the following formulae:

(a) if the Final Price is greater than or equal to the Initial Price:

$$
Face\,Amount
$$

$$
1/ReferencePercentage \times Min \left[ ReferencePercentage Max \left{ 0, 100\% - \frac FinalPrice}{Initial Price} \right} \right]
$$

(b) if the Final Price is less than the Initial Price:

$$
Face\,Amount
$$

$$
x
$$

1/ReferencePercentage Min $\left[ \text{ReferencePercentage} \text{ Max } \left{ 0, 100\% - \frac{\text{FinalPrice}}{\text{Initial Price}} \right} \right]$

MinInitialPrice- FinalPrice Upper Strike- Lower Strike ,

(please note that if the Reference Percentage is specified as being Not Applicable in the Final Terms, the Reference Percentage shall be 80%)

where:

"Final Price" means the Final Share Price, in case of Shares and Final Value, in case of a Basket;

"Initial Price" means the Initial Share Price, in case of Shares and Initial Value, in case of a Basket;

"Lower Strike", if applicable, means n per cent., as specified in the relevant Final Terms;

"Reference Percentage", if applicable, means n per cent., as specified in the relevant Final Terms; and

"Upper Strike", if applicable, means n per cent., as specified in the relevant Final Terms.

10. Kick-Out Call Warrant

If the relevant Final Terms specify that the Kick-Out Call Warrant Settlement Provisions apply:

A. Further Information relating to Kick-Out Call Warrants

The return that an investor receives in relation to Kick-Out Call Warrants is linked to the performance of an underlying Share or a Basket of Shares, or an underlying Index or Basket of Indices, as specified in the relevant Final Terms.

A description of the potential payouts and worked examples relating to Kick-Out Call Warrants can be found at pages 81 to 84 of the Base Prospectus.

B. Formulae for determination of Cash Settlement Amounts relating to Kick-Out Call Warrants

Early Exercise Cash Settlement Amount

If an Early Exercise Event occurs, the Warrants shall be exercisable and the Early Exercise Cash Settlement Amount payable by the Issuer in respect of a Warrant on its Early Exercise Cash Settlement Amount Payment Date shall be as specified in the relevant Final Terms.

Cash Settlement Amount

Unless previously exercised, purchased or cancelled in accordance with the Terms, the Conditions and the relevant Final Terms, the Cash Settlement Amount payable by the Issuer in respect of a Warrant on its Cash Settlement Amount Payment Date shall be determined by the Calculation Agent in accordance with the following formulae:

• (a) if the Final Price is greater than the Return Threshold, either:
• (i) if Growth Return is specified as being applicable in the relevant Final Terms:

FaceAmount

MinCap Max Gearing FinalPrice- InitialPrice ReturnThreshold- InitialPrice x 100% , 0 %, x

OR

(ii) if Digital Return is specified as being applicable in the relevant Final Terms:

FaceAmount x DigitalReturn

• (b) If Barrier Condition is specified as applicable in the relevant Final Terms:
• (i) if (X) the Final Price is less than or equal to the Return Threshold, and greater than or equal to the Initial Price, or (Y) the Final Price is less than the Initial Price and the Barrier Condition is satisfied:

FaceAmount x 100%

(ii) if (X) the Final Price is less than the Initial Price, and (Y) the Barrier Condition is not satisfied:

Max 0 , Gearingx InitialPrice- FinalPrice x FaceAmount 100%

(c) If Barrier Condition is specified as not applicable in the relevant Final Terms, and the Final Price is less than or equal to the Return Threshold, and greater than or equal to the Initial Price:

FaceAmount x 100%

(please note that if the Cap or Gearing are specified as being Not Applicable in the Final Terms, the Cap shall be unlimited and Gearing shall be 100%.)

where:

"Barrier Condition" means:

• (a) if "European" is specified in the relevant Final Terms, that the price of the Share or the value of the Basket, as applicable, is greater than or equal to the Barrier Level on the Observation Date, or if Barrier Condition Averaging is specified as being applicable, that the arithmetic average of the prices of the Share or value of the Basket on each Barrier Condition Averaging Date is greater than or equal to the Barrier Level;
• (b) if "American" is specified in the relevant Final Terms, that the price of the Share or the Value of the Basket, as applicable, is greater than or equal to the Barrier Level during the Observation Period; and
• (c) if "Bermudan" is specified in the relevant Final Terms, that the price of the Share or the value of the Basket, as applicable, is greater than or equal to the Barrier Level on each and every Observation Date,

"Barrier Level", if applicable, means n per cent., as specified in the relevant Final Terms;

"Cap", if applicable, means n per cent., as specified in the relevant Final Terms;

"Digital Return", if applicable, means n per cent., as specified in the relevant Final Terms;

"Final Price" means the Final Share Price, in case of Shares and Final Value, in case of a Basket;

"Gearing", if applicable, means n per cent., as specified in the relevant Final Terms;

"Initial Price" means the Initial Share Price, in case of Shares and Initial Value, in case of a Basket; and

"Return Threshold" means n per cent. of the Initial Price, as specified in the relevant Final Terms.

TERMS FOR SINGLE SHARE-LINKED WARRANTS

The following are additional terms and conditions (the "Terms") which will apply to Single Share-Linked Warrants. Accordingly, the term "Terms and Conditions" when used in relation to Single Share-Linked Warrants shall include the following Terms:

1. Definitions

For the purposes of the Terms and Conditions of the Single Share-Linked Warrants, the following terms shall have the meanings set out below:

"Additional Disruption Event" means a Change in Law, an Insolvency Filing, a Hedging Disruption and/or an Increased Cost of Hedging, as specified in the relevant Final Terms and as determined by the Calculation Agent;

"Averaging Date" means each of the Early Exercise Averaging Dates, the Barrier Condition Averaging Dates, the Final Averaging Dates and the Initial Averaging Dates;

"Averaging Date Market Disruption", if applicable, means the procedures specified in the relevant Final Terms for determining the consequence of an Averaging Date being a Disrupted day, as described in Term 2 (Disrupted Days) below;

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

"Averaging Start Date" means the date specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Barrier Condition Averaging" means, if specified as being applicable in the relevant Final Terms, that, for the purposes of determining whether or not the Barrier condition has been satisfied, the price per Share will be determined by reference to the average of prices on certain Barrier Condition Averaging Dates;

"Barrier Condition Averaging Date" means, subject to adjustment in accordance with Term 2 (Disrupted Days) below, (i) each of the dates specified as such in the Final Term or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day; or (ii) if Barrier Condition Averaging Period is specified in the Final Term as being applicable, each Scheduled Trading Day in the Barrier Condition Averaging Period;

"Barrier Condition Averaging End Date" means the date specified as such in the Final Term or, if such date is not a Scheduled Trading Day, the immediately preceding Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

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

"Barrier Condition Averaging Start Date" means the date specified as such in the Final Term of, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Best Strike" means, if applicable, a method for determining the Initial Share Price as described in the definition for "Initial Share Price";

"Change in Law" means that, on or after the Trade Date (as specified in the relevant Final Terms) (A) due to the adoption of or any change in any applicable law or regulation (including, without limitation, any tax law, solvency or capital requirements), or (B) due to the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority or financial authority), or the combined effect thereof if occurring more than once, the Issuer determines in its sole and absolute discretion that:

• (1) it is unable to perform its obligations in respect of the Warrants or it has become illegal for the Issuer and/or any of its affiliates to hold, acquire or dispose of any relevant hedge positions in respect of the Warrants; or
• (2) it or any of its affiliates would incur a materially increased cost (including, without limitation, in respect of any tax, solvency or capital requirements) in maintaining the Warrants in issue or in holding, acquiring or disposing of any relevant hedge positions of the Warrants;

"Delisting" means that the Exchange announces that pursuant to its rules the Shares have ceased (or will cease) to be listed, traded or publicly quoted on the Exchange for any reason (other than a Merger Event or Tender Offer) and such Shares are not immediately re-listed, re-traded or re-quoted on an exchange or quotation system located in the same country as the Exchange (or, where the Exchange is within the European Union, in any member state of the European Union) and such Shares are no longer listed on an Exchange acceptable to the Calculation Agent;

"Disrupted Day" means any Scheduled Trading Day on which (i) the Exchange fails to open for trading during its regular trading session, (ii) any Related Exchange fails to open for trading during its regular trading session or (iii) on which a Market Disruption Event has occurred, all as determined by the Calculation Agent;

"Early Closure" means the closure on any Exchange Business Day of the Exchange or any Related Exchange prior to its Scheduled Closing Time unless such earlier closing time is announced by the Exchange or such Related Exchange at least one hour prior to the earlier of (i) the actual closing time for the regular trading session on the Exchange or such Related Exchange on such Exchange Business Day and (ii) the submission deadline for orders to be entered into the Exchange or Related Exchange system for execution at the Valuation Time on such Exchange Business Day, all as determined by the Calculation Agent;

"Early Exercise Averaging" means, if specified as being applicable in the relevant Final Terms, that, for the purposes of determining whether an Early Exercise Event has occurred, the price per Share will be determined by reference to the average of such prices on certain Early Exercise Averaging Dates;

"Early Exercise Averaging Date" means, subject to adjustment in accordance with Term 2 (Disrupted Days) below, (i) each of the dates specified as such in the Final Terms, or, if any such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, or (ii) if Early Exercise Averaging Period is specified in the Final Terms as being applicable, each Scheduled Trading Day in the Early Exercise Averaging Period;

"Early Exercise Averaging End Date" means the date specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Early Exercise Averaging Period" means the period from and including the Early Exercise Averaging Start Date to but including the Early Exercise End Date;

"Early Exercise Averaging Start Date" means the date specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Early Exercise Cash Settlement Amount" means, if "Early Exercise" is specified as being applicable in the relevant Final Terms, an amount specified as such in the relevant Final Terms, as determined by the Calculation Agent;

"Early Exercise Cash Settlement Amount Payment Date" means the date that is two Business Days following the Early Exercise Date;

"Early Exercise Date(s)" means, if "Early Exercise" is specified as being applicable in the relevant Final Terms, each of the date(s) specified as such in the relevant Final Terms, or if any such date is not a Business Day, the next following Business Day subject in each case to adjustment in accordance with Term 2 (Disrupted Days) below;

"Early Exercise Event" means, (i) if "Early Exercise Averaging" is specified as being applicable in the Final Terms, that the daily arithmetic average of the price per Share at the Valuation Time on each Early Exercise Averaging Date is greater than the Early Exercise Price specified in the Final Terms, or (ii) otherwise that the price per Share at the Valuation Time, or (if Constant Monitoring is specified as applicable in the relevant Final Terms) at any time, on the applicable Early Exercise Valuation Date is greater than the relevant Early Exercise Price specified in the Final Terms;

"Early Exercise Price" means, if "Early Exercise" is specified as being applicable in the relevant Final Terms, the Price per Share specified as such or otherwise determined in the relevant Final Terms;

"Early Exercise Valuation Date(s)" means, if "Early Exercise" is specified as being applicable in the relevant Final Terms, each of the date(s) specified as such in the relevant Final Terms or, if any such Early Exercise Valuation Date is not a Scheduled Trading Day, the next following Scheduled Trading Day, in each case subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Exchange" means the Exchange specified in the relevant Final Terms or otherwise the principal stock exchange on which the Shares are, in the determination of the Calculation Agent, traded or quoted or any successor to such exchange or quotation system or any substitute exchange or quotation system to which trading in the Shares has temporarily been relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to such Shares on such successor or substitute exchange or quotation system as on the original Exchange);

"Exchange Business Day" means any Scheduled Trading Day on which the Exchange and each Related Exchange are open for trading during their respective regular trading sessions, notwithstanding the Exchange or any such Related Exchange closing prior to its Scheduled Closing Time, as determined by the Calculation Agent;

"Exchange Disruption" means, in respect of the Shares, any event (other than an Early Closure) that disrupts or impairs (as determined by the Calculation Agent) the ability of market participants in general (i) to effect transactions in, or obtain market values for, the Shares on the Exchange or (ii) to effect transactions in, or obtain market values for, futures or options contracts relating to the Shares on any Related Exchange;

"Extraordinary Dividend" means, in respect of the Shares, the characterisation of a dividend or portion thereof as an Extraordinary Dividend by the Calculation Agent;

"Final Averaging" means, if specified as being applicable in the relevant Final Terms, that the Final Share Price will be determined on the basis of the average of prices over certain Final Averaging Dates;

"Final Averaging Date" means, subject to adjustment in accordance with Term 2 (Disrupted Days) below, (i) each of the dates specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the immediately preceding Scheduled Trading Day; or (ii) if Final Averaging Period is specified in the Final Terms as being applicable, each Scheduled Trading Day in the Final Averaging Period;

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

"Final Averaging Start Date" means the date specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Final Averaging End Date" means the date specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the immediately preceding Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Final Share Price" means (i) if Final Averaging is applicable, (a) the daily arithmetic average of the prices of one Share in the Share Currency quoted on the Exchange at the Valuation Time on each Final Averaging Date, (ii) otherwise, the price of one Share in the Share Currency quoted on the Exchange at the Valuation Time on the Valuation Date, as determined by the Calculation Agent;

"Hedging Disruption" means that the Issuer and/or any of its affiliates is unable, after using commercially reasonable efforts, to (A) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the equity price risk in respect of the Issuer performing its obligations with respect to the Warrants, or (B) realise, recover or remit the proceeds of any such transaction(s) or asset(s);

"Increased Cost of Hedging" means that the Issuer and/or any of its affiliates would incur a materially increased (as compared with circumstances existing on the Issue Date) amount of tax, duty, expense or fee (other than brokerage commissions) to (A) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the equity price risk of the Issuer performing its obligations with respect to the Warrants, or (B) realise, recover or remit the proceeds of any such transaction(s) or asset(s), provided that any such materially increased amount that is incurred solely due to the deterioration of the creditworthiness of the Issuer or any of its affiliates shall not be deemed an Increased Cost of Hedging;

"Initial Averaging" means, if specified as being applicable in the relevant Final Terms, that the Initial Share Price will be determined on the basis of the average of prices over certain Initial Averaging Dates;

"Initial Averaging Date" means, subject to adjustment in accordance with Term 2 (Disrupted Days) below, (i) each of the dates specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day; or (ii) if Initial Averaging Period is specified in the Final Terms as being applicable, each Scheduled Trading Day in the Initial Averaging Period;

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

"Initial Averaging Start Date" means the date specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Initial Averaging End Date" means the date specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Initial Share Price" means (i) if Initial Averaging is applicable, (a) the daily arithmetic average of the prices of one Share in the Share Currency quoted on the Exchange at the Valuation Time on each Initial Averaging Date, (ii) if Best Strike is applicable the highest price of the Share in the Share Currency quoted on the Exchange as of: (A) the Valuation Time for each Scheduled Trading Day or (B) if Constant Monitoring is applicable, at any time on each Schedule Trading Day, in the period from and including the Strike Start Date to and including the Strike End Date each as specified in the relevant Final Terms, or (iii) otherwise the price of one Share in the Share Currency quoted on the Exchange at the Valuation Time on the Strike Date, as determined by the Calculation Agent;

"Insolvency" means, in respect of the Share Issuer, that by reason of the voluntary or involuntary liquidation, bankruptcy, insolvency, dissolution or winding-up of or any analogous proceeding affecting the Share Issuer, (A) all the Shares of the Share Issuer are required to be transferred to a trustee, liquidator or other similar official or (B) holders of the Shares of the

Share Issuer become legally prohibited from transferring them, all as determined by the Calculation Agent;

"Insolvency Filing" means that the Calculation Agent determines that the Share Issuer has instituted or has had instituted against it by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, or it consents to, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official or it consents to such a petition;

"Market Disruption Event" means the occurrence or existence on any Scheduled Trading Day of (i) a Trading Disruption or (ii) an Exchange Disruption, which in either case the Calculation Agent determines is material, at any time during the one hour period that ends at the relevant Valuation Time or (iii) an Early Closure, all as determined by the Calculation Agent;

"Merger Date" means, in respect of a Merger Event, the closing date of such Merger Event or, where the Calculation Agent determines that a closing date cannot be determined under the local law applicable to such Merger Event, such other date as determined by the Calculation Agent;

"Merger Event" means, in respect of the Shares, any (i) reclassification or change of the Shares that results in a transfer of or an irrevocable commitment to transfer all of such Shares outstanding to another entity or person, (ii) consolidation, amalgamation, merger or binding share exchange of the Share Issuer with or into another entity or person (other than a consolidation, amalgamation, merger or binding share exchange in which the Share Issuer is the continuing entity and which does not result in a reclassification or change of all of such Shares outstanding), (iii) takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person to purchase or otherwise obtain 100 per cent. of the outstanding Shares of the Share Issuer that results in a transfer of or an irrevocable commitment to transfer all such Shares (other than such Shares owned or controlled by the such other entity or person), or (iv) consolidation, amalgamation, merger or binding share exchange of the Share Issuer or its subsidiaries with or into another entity in which the Share Issuer is the continuing entity and which does not result in a reclassification or change of all such Shares outstanding but results in the outstanding Shares (other than Shares owned or controlled by such other entity) immediately prior to such event collectively representing less than 50 per cent. of the outstanding Shares immediately following such event (a "Reverse Merger"), in each case if the Merger Date is on or before the Valuation Date (or such other date as may be specified in the relevant Final Terms), all as determined by the Calculation Agent;

"Nationalisation" means that all the Shares of the Share Issuer or all or substantially all the assets of the Share Issuer are nationalised, expropriated or are otherwise required to be transferred to any governmental agency, authority, entity or instrumentality thereof, as determined by the Calculation Agent;

"New Shares" means ordinary or common shares, whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party, that are, or that as of the Merger Date are promptly scheduled to be, (i) publicly quoted, traded or listed on an exchange or quotation system located in the same country as the Exchange (or, where the Exchange is within the European Union, in any member of state of the European Union) or on another exchange acceptable to the Calculation Agent and (ii) not subject to any currency exchange controls, trading restrictions or other trading limitations, all as determined by the Calculation Agent;

"Observation Date" means each date, if any, specified as such in the relevant Final Terms, or if any such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, in each case subject to Term 2 (Disrupted Days) below;

"Observation Period" has the meaning given to it in the relevant Final Terms;

"Other Consideration" means cash and/or any securities (other than New Shares) or assets (whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party);

"Potential Adjustment Event" means any of the following: a subdivision, consolidation or reclassification of the Shares (unless resulting in a Merger Event), or a free distribution or dividend of any Shares to existing holders by way of bonus, capitalisation or similar issue; a distribution, issue or dividend to existing holders of the Shares of (A) Shares, or (B) other share capital or securities granting the right to payment of dividends and/or the proceeds of liquidation of the Share Issuer equally or proportionately with such payments to holders of the Shares, or (C) share capital or other securities of another issuing institution acquired or owned (directly or indirectly) by the Share Issuer as a result of a spin-off or other similar transaction, or (D) any other type of securities, rights or warrants or other assets, in any case for payment (cash or other consideration) at less than the prevailing market price as determined by the Calculation Agent; an Extraordinary Dividend; a call by the Share Issuer in respect of Shares that are not fully paid; a repurchase by the Share Issuer or any of its subsidiaries of Shares whether out of profits or capital and whether the consideration for such repurchase is cash, securities or otherwise; with respect to the Share Issuer, an event that results in any shareholder rights pursuant to a shareholder rights plan or arrangement directed against hostile takeovers that provides upon the occurrence of certain events for a distribution of preferred stock, warrants, debt instruments or stock rights at a price below their market value (as determined by the Calculation Agent) being distributed or becoming separated from shares of common stock or other shares of the capital stock of the Share Issuer (provided that any adjustment effected as a result of such an event shall be readjusted upon any exercise of such rights); or any other event that may have a diluting or concentrative effect on the theoretical value of the Shares, all as determined by the Calculation Agent;

"Price" means, in respect of a Share, on any Exchange Business Day, the price of one such Share in the Share Currency quoted on the relevant Exchange;

"Related Exchange" means each exchange or quotation system where trading has a material effect (as determined by the Calculation Agent) on the overall market for futures or options contracts relating to the Shares, or such other options or futures exchange(s) as the Issuer shall (acting on the instructions of the Calculation Agent) select, any transferee or successor to any such exchange or quotation system or any substitute exchange or quotation system to which trading in futures or options contracts relating to the Shares has temporarily relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to the futures or options contracts relating to the Shares on such temporary substitute exchange or quotation system as on the original Related Exchange);

"Scheduled Closing Time" means, in respect of the Exchange or a Related Exchange and a Scheduled Trading Day, the scheduled weekday closing time of the Exchange or Related Exchange on such Scheduled Trading Day, without regard to after hours or any other trading outside of the regular trading session hours;

"Scheduled Trading Day" means any day on which the Exchange and each Related Exchange is scheduled to be open for trading for its regular trading sessions;

"Share Currency" has the meaning given to it in the relevant Final Terms;

"Share Issuer" has the meaning given to it in the relevant Final Terms;

"Shares" has the meaning given to it in the relevant Final Terms;

"Single Share-Linked Warrants Currency" means the currency in which the relevant Single Share-Linked Warrants are denominated;

"Tender Offer" means a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10 per cent. and less than 100 per cent. of the outstanding voting shares of the Share Issuer, as determined

by the Calculation Agent, based upon the making of filings with governmental or self-regulatory agencies or such other information as the Calculation Agent deems relevant;

"Tender Offer Date" means, in respect of a Tender Offer, the date on which voting shares in an amount determined by the Calculation Agent are actually purchased or otherwise obtained (as determined by the Calculation Agent);

"Trading Disruption" means any suspension of or limitation imposed on trading by the Exchange or a Related Exchange or otherwise and whether by reason of movements in price exceeding limits permitted by the Exchange or such Related Exchange or otherwise (i) relating to the Shares on the Exchange or (ii) in futures or options contracts relating to the Shares on a Related Exchange, all as determined by the Calculation Agent;

"Valuation Date" means the date (if any) specified as such in the relevant Final Terms or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, in each case subject to Term 2 (Disrupted Days) below; and

"Valuation Time" means the time on the relevant Valuation Date or Averaging Date, as the case may be, specified in the relevant Final Terms or, if no such time is specified, the Scheduled Closing Time on the Exchange on the relevant date. If the Exchange closes prior to its Scheduled Closing Time, and the specified Valuation Time is after the actual closing time for its regular trading session, then (subject to Term 2 (Disrupted Days) below) the Valuation Time shall be such actual closing time.

2. Disrupted Days

• 2.1 If the Calculation Agent determines that any Valuation Date, any Averaging Date, any Early Exercise Valuation Date or any Observation Date, as the case may be, in respect of the Shares is a Disrupted Day, then the Strike Date, the Valuation Date, such Valuation Date, Averaging Date, Early Exercise Valuation Date or Observation Date, as the case may be, shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the eight Scheduled Trading Days immediately following the original date that, but for the determination by the Calculation Agent of the occurrence of a Disrupted Day, would have been the Valuation Date, Averaging Date, Early Exercise Valuation Date or Observation Date as the case may be, is a Disrupted Day. In that case:
• (a) that eighth Scheduled Trading Day shall be deemed to be such Valuation Date, such Averaging Date, such Early Exercise Valuation Date or such Observation Date, as the case may be, in respect of the Shares, notwithstanding the fact that such day is a Disrupted Day; and
• (b) the Calculation Agent shall determine the price of one Share as its good faith estimate of the price of one Share that would have prevailed, but for the occurrence of a Disrupted Day, at the Valuation Time on that eighth Scheduled Trading Day.
• 2.2 If any Averaging Date is a Disrupted Day, then, if the consequence specified in the relevant Final Terms in relation to "Averaging Date Market Disruption" is:
• (a) "Omission", then such Averaging Date will be deemed not to be a relevant Averaging Date for purposes of determining the relevant Final Share Price provided that, if through the operation of this provision no Averaging Date would occur with respect to the relevant Valuation Date, then Term 2.1 above will apply for purposes of determining the relevant price on the final Averaging Date in respect of that Valuation Date as if such final Averaging Date were a Valuation Date that was a Disrupted Day;
• (b) "Postponement", then Term 2.1 above will apply for purposes of determining the relevant price on that Averaging Date as if such Averaging Date were a Valuation Date that was a Disrupted Day irrespective of whether, pursuant to

such determination, that deferred Averaging Date would fall on a day that already is or is deemed to be an Averaging Date for the Single Share-Linked Warrants; or

• (c) "Modified Postponement", then:
• (i) the Averaging Date shall be the first succeeding Valid Date. If the first succeeding Valid Date has not occurred as of the Valuation Time on the eighth Scheduled Trading Day immediately following the scheduled Averaging Date, then (1) that eighth Scheduled Trading Day shall be deemed to be the Averaging Date (irrespective of whether that eighth Scheduled Trading Day is already an Averaging Date) in relation to the relevant Share; and (2) the Calculation Agent shall determine the relevant level for that Averaging Date in accordance with Term 2.1 above; and
• (ii) "Valid Date" shall mean a Scheduled Trading Day that is not a Disrupted Day and on which another Averaging Date in respect of the relevant Valuation Date does not or is not deemed to occur.
• 2.3 Notwithstanding the provisions of any term or condition of the Single Share-Linked Warrants, if the Calculation Agent determines that a Disrupted Day has occurred on the Valuation Date and/or on any Final Averaging Date or Early Exercise Valuation Date, the Expiry Date or (as the case may be) Early Exercise Date shall be postponed to the date that is two Business Days following the postponed Valuation Date, Final Averaging Date or Early Exercise Valuation Date, as the case may be.
• 2.4 For the avoidance of doubt, no additional amounts shall be payable in respect of the postponement of any payment of the Cash Settlement Amount or (as the case may be) the Early Exercise Cash Settlement Amount in accordance with this Term 2 (Disrupted Days).
• 2.5 The Calculation Agent, on behalf of the Issuer, shall give notice to the holders of the Single Share-Linked Warrants (copied to the Issuer) of the occurrence of a Disrupted Day if it results in the postponement of any payment in respect of the Single Share-Linked Warrants.

3. Adjustments

3.1 Adjustments

If the Calculation Agent determines that a Potential Adjustment Event has occurred or that there has been an adjustment to the settlement terms of listed contracts on the Shares traded on a Related Exchange, the Calculation Agent will determine whether such Potential Adjustment Event or adjustment has a diluting or concentrative effect on the theoretical value of the Shares and, if so, will (a) make the corresponding adjustment(s), if any, to any of the Terms of the Single Share-Linked Warrants as the Calculation Agent determines appropriate to account for that diluting or concentrative effect (provided that no adjustments will be made to account solely for changes in volatility, expected dividend, stock loan rate or liquidity) and (b) determine the effective date(s) of the adjustment(s). The Calculation Agent may (but need not) determine the appropriate adjustment by reference to the adjustment in respect of such Potential Adjustment Event or adjustment to settlement terms made by an options exchange to options on the Shares traded on that options exchange.

The Calculation Agent, on behalf of the issuer, shall give notice of such adjustment(s) and determinations to the Issuer and holders of the Single Share-Linked Warrants.

3.2 Consequences of a Merger Event

If the Calculation Agent determines that a Merger Event has occurred, the Issuer shall (if so instructed by the Calculation Agent) (i) cancel each Single Share-Linked Warrant at its Fair Market Value as at the Merger Date on such date as the Issuer (acting on the instructions of the Calculation Agent) shall notify to holders of the Single Share-Linked Warrants; and/or (ii) make such adjustment to the exercise, settlement, payment or any other term or condition of the Single Share-Linked Warrants as the Calculation Agent determines appropriate to account for the economic effect on the Single Share-Linked Warrants of such Merger Event (provided that no adjustments will be made solely to account for changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or to the Single Share-Linked Warrants), which may, but need not, be determined by reference to the adjustment(s) made in respect of such Merger Event by an options exchange to options on the Shares traded on such options exchange and determine the effective date of that adjustment; and/or (iii) save in respect of a Reverse Merger, on or after the relevant Merger Date, deem the New Shares and/or the amount of Other Consideration, if applicable (as subsequently modified in accordance with any relevant terms and including the proceeds of any exercise, if applicable), and their issuer (if any) to be the "Shares" and the "Share Issuer", respectively, and if the Calculation Agent determines to be appropriate, the Issuer will adjust any relevant terms of the Single Share-Linked Warrants as it may determine.

The Calculation Agent, on behalf of the Issuer, shall give notice of such exercise, adjustment or deemed change to holders of the Single Share-Linked Warrants (copied to the Issuer).

3.3 Consequences of a Tender Offer

If the Calculation Agent determines that a Tender Offer has occurred, then on or after the relevant Tender Offer Date the Issuer shall (if so instructed by the Calculation Agent) (i) cancel each Single Share-Linked Warrant at its Fair Market Value as at the Tender Offer Date on such date as the Issuer (acting on the instructions of the Calculation Agent) shall notify to holders of the Single Share-Linked Warrants; and/or (ii) make such adjustment to the exercise, settlement, payment or any other term or condition of the Single Share-Linked Warrants as the Calculation Agent determines appropriate to account for the economic effect on the Single Share-Linked Warrants of such Tender Offer (provided that no adjustments will be made to account solely for changes in volatility or liquidity relevant to the Shares or to the Single Share-Linked Warrants), which may, but need not, be determined by reference to the adjustment(s) made in respect of such Tender Offer by an options exchange to options on the Shares traded on such options exchange and determine the effective date of that adjustment.

The Calculation Agent, on behalf of the Issuer, shall give notice of such adjustment to holders of the Single Share-Linked Warrants (copied to the Issuer).

3.4 Nationalisation, Insolvency or Delisting

If in respect of the Shares or the Share Issuer the Calculation Agent determines that there has been a Nationalisation, an Insolvency or a Delisting, the Issuer shall (if so instructed by the Calculation Agent) (i) make such adjustment, if any, to any of the Terms of the Single Share-Linked Warrants as the Calculation Agent determines to be appropriate to account for the Nationalisation, Insolvency or Delisting, as the case may be, on the effective date of that adjustment (in each case as determined by the Calculation Agent) or (ii) cancel each Single Share-Linked Warrant at its Fair Market Value as at the date of exercise taking into account the Nationalisation, Insolvency or Delisting on such date as the Issuer (acting on the instructions of the Calculation Agent) shall notify to holders of the Single Share-Linked Warrants.

The Calculation Agent, on behalf of the Issuer, shall give notice of any adjustment or cancellation pursuant to this Term to holders of the Single Share-Linked Warrants (copied to the Issuer).

3.5 Change of Exchange

If the Exchange is changed, the Issuer shall (acting on the instructions of the Calculation Agent) make such consequential modifications to the Valuation Time and such other Terms of the Single Share-Linked Warrants as the Calculation Agent deems necessary.

The Calculation Agent, on behalf of the Issuer, shall give notice of such modification(s) to holders of the Single Share-Linked Warrants (copied to the Issuer).

3.6 Price Correction

In the event that any value or level published on the Exchange and which is utilised for any calculation or determination made under the Single Share-Linked Warrants is subsequently corrected and the correction is published by the Exchange within three Business Days (or such other period specified in the relevant Final Terms) after the original publication, the Calculation Agent will determine the amount (if any) that is payable following that correction, and, to the extent necessary, the Issuer will make such adjustments to the Terms of the Single Share-Linked Warrants as the Calculation Agent determines to be appropriate to account for such correction.

The Calculation Agent, on behalf of the Issuer, shall give notice of such adjustment(s) to holders of the Single Share-Linked Warrants (copied to the Issuer).

3.7 Currency

If the Calculation Agent determines that any event occurs affecting the Single Share-Linked Warrants Currency or the currency in which any of the Shares are quoted, listed and/or dealt in on the Exchange (whether relating to the convertibility of any such currency into other currencies or otherwise) which the Calculation Agent determines necessitates an adjustment or adjustments to any relevant term of the Single Share-Linked Warrants (including the date on which any amount is payable by the Issuer), the Issuer shall (acting on the instructions of the Calculation Agent) make such adjustment or adjustments to any relevant term of the Single Share-Linked Warrants as the Calculation Agent deems necessary.

The Calculation Agent, on behalf of the Issuer, shall give notice to the holders of the Single Share-Linked Warrants of any such adjustment(s) (copied to the Issuer).

3.8 Additional Disruption Events

If the Calculation Agent determines that an Additional Disruption Event has occurred, the Issuer shall (acting on the instructions of the Calculation Agent) either (i) make such adjustment, if any, to any of the Terms of the Single Share-Linked Warrants as the Calculation Agent determines to be appropriate to account for such Additional Disruption Event, on the effective date of that adjustment (in each case as determined by the Calculation Agent) or (ii) cancel each Single Share-Linked Warrant at its Fair Market Value as at the date of exercise taking into account such Additional Disruption Event on such date as the Issuer shall (acting on the instructions of the Calculation Agent) notify to holders of the Single Share-Linked Warrants.

The Calculation Agent, on behalf of the Issuer shall, give notice to holders of the Single Share-Linked Warrants of any such adjustment or cancellation (copied to the Issuer).

3.9 Change in currency

If, at any time after the Issue Date, there is any change in the currency in which the Shares are quoted, listed and/or dealt on the Exchange, then the Issuer will adjust such of the Terms of the Single Share-Linked Warrants as the Calculation Agent determines appropriate to preserve the economic terms of the Single Share-Linked Warrants. The Calculation Agent will make any conversion necessary for purposes of any such adjustment as of the Valuation Time at an appropriate mid-market spot rate of exchange determined by the Calculation Agent prevailing as of the Valuation Time. No

adjustments under this section will affect the currency of denomination of the Single Share-Linked Warrants or of any payment obligation arising out of the Single Share-Linked Warrants.

The Calculation Agent shall, on behalf of the Issuer, give notice of any adjustments pursuant to this Term to holders of the Single Share-Linked Warrants (copied to the Issuer).

4. Early Exercise

For the purposes of the Single Share-Linked Warrants, if "Early Exercise" is specified as being applicable in the relevant Final Terms, then unless previously exercised or cancelled, if the Calculation Agent determines that on any Early Exercise Valuation Date or during any Observation Period the Early Exercise Event has occurred, then the Calculation Agent shall promptly notify the Issuer and each Single Share-Linked Warrant will be exercisable, on the Early Exercise Date immediately following such Early Exercise Valuation Date or (in the case of the occurrence of an Early Exercise Event during an Observation Period) on the date that is three Business Days (or such other period as is specified in the relevant Final Terms) following the occurrence of such Early Exercise Event, and in any such case the amount payable by the Issuer on the relevant Early Exercise Cash Settlement Amount Payment Date shall be an amount equal to the relevant Early Exercise Cash Settlement Amount.

The Calculation Agent shall, on behalf of the Issuer, give notice of the occurrence of any Early Exercise Event of the Single Share-Linked Warrants or determination pursuant to this Term to holders of the Single Share-Linked Warrants (copied to the Issuer).

TERMS FOR BASKET SHARE-LINKED WARRANTS

The following are additional terms and conditions (the "Terms") which will apply to Basket Share-Linked Warrants. Accordingly, the term "Terms and Conditions" when used in relation to Basket Share-Linked Warrants shall include the following Terms:

1. Definitions

For the purposes of the Terms and Conditions of the Basket Share-Linked Warrants, the following terms shall have the meanings set out below:

"Additional Disruption Event" means a Change in Law, an Insolvency Filing, a Hedging Disruption and/or an Increased Cost of Hedging, as specified in the relevant Final Terms and as determined by the Calculation Agent;

"Averaging Date" means each of the Early Exercise Averaging Dates, the Barrier Condition Averaging Dates, the Final Averaging Dates and the Initial Averaging Dates;

"Averaging Date Market Disruption", if applicable, means the procedures specified in the relevant Final Terms for determining the consequence of an Averaging Date being a Disrupted day, as described in Term 2 (Disrupted Days) below;

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

"Averaging Start Date" means the date specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Basket" means a basket composed of Shares in the relative proportions and/or numbers of Shares of each Share Issuer specified in the relevant Final Terms;

"Basket Share-Linked Warrants Share Currency" means the currency in which the relevant Basket Share-Linked Warrants are denominated;

"Barrier Condition Averaging" means, if specified as being applicable in the relevant Final Terms, that, for the purposes of determining whether or not the Barrier condition has been satisfied, the prices of each relevant Share constituting the Basket will be determined by reference to the average of such prices on certain Barrier Condition Averaging Dates;

"Barrier Condition Averaging Date" means, subject to adjustment in accordance with Term 2 (Disrupted Days) below (i) each of the dates specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day; or (ii) if Barrier Condition Averaging Period is specified in the Final Terms as being applicable, each Scheduled Trading Day in the Barrier Condition Averaging Period;

"Barrier Condition Averaging End Date" means the date specified as such in the Final Terms, if such date is not a Scheduled Trading Day, the immediately preceding Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

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

"Barrier Condition Averaging Start Date" means the date specified as such in the Final Terms of, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Change in Law" means that, on or after the Issue Date (or as otherwise set forth in the relevant Final Terms) (A) due to the adoption of or any change in any applicable law or regulation (including, without limitation, any tax law) or (B) due to the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), the Calculation Agent determines that (X) it has become illegal for the Issuer and/or any of its affiliates to hold, acquire or dispose of any Shares, or (Y) the Issuer and/or any of its affiliates will incur a materially increased cost in holding, acquiring or disposing of any Shares and/or performing its obligations under the Warrants (including, without limitation, due to any increase in tax liability, decrease in tax benefit or other adverse effect on its tax position);

"Delisting" means that an Exchange announces that pursuant to its rules one or more of the Shares in the Basket has ceased (or will cease) to be listed, traded or publicly quoted on the relevant Exchange for any reason (other than a Merger Event or Tender Offer) and such Shares are not immediately re-listed, re-traded or re-quoted on an exchange or quotation system located in the same country as the relevant Exchange (or, where the relevant Exchange is within the European Union, in any member state of the European Union) and such Shares are no longer listed on an Exchange acceptable to the Calculation Agent;

"Disrupted Day" means, in respect of a Share, any Scheduled Trading Day on which (i) the relevant Exchange fails to open for trading during its regular trading session, (ii) any Related Exchange fails to open for trading during its regular trading session or (iii) on which a Market Disruption Event has occurred, all as determined by the Calculation Agent;

"Early Closure" means, in respect of a Share, the closure on any Exchange Business Day of any relevant Exchange or any Related Exchange prior to its Scheduled Closing Time unless such earlier closing time is announced by such Exchange or such Related Exchange at least one hour prior to the earlier of (i) the actual closing time for the regular trading session on such Exchange or such Related Exchange on such Exchange Business Day and (ii) the submission deadline for orders to be entered into such Exchange or such Related Exchange system for execution at the Valuation Time on such Exchange Business Day, all as determined by the Calculation Agent;

"Early Exercise Averaging" means, if specified as being applicable in the relevant Final Terms, that, for the purposes of determining whether an Early Exercise Event has occurred, the prices of each relevant Share constituting the Basket will be determined by reference to the average of such prices on certain Early Exercise Averaging Dates;

"Early Exercise Averaging Date" means, subject to adjustment in accordance with Term 2 (Disrupted Days) below, (i) each of the dates specified as such in the Final Terms, or, if any such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, or (ii) if Early Exercise Averaging Period is specified in the Final Terms as being applicable, each Scheduled Trading Day in the Early Exercise Averaging Period;

"Early Exercise Averaging End Date" means the date specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Early Exercise Averaging Period" means the period from and including the Early Exercise Averaging Start Date to but including the Early Exercise End Date;

"Early Exercise Averaging Start Date" means the date specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Early Exercise Cash Settlement Amount" means, if "Early Exercise" is specified as being applicable in the relevant Final Terms, an amount specified as such in the relevant Final Terms, as determined by the Calculation Agent;

"Early Exercise Cash Settlement Amount Payment Date" means the date that is two Business Days following the Early Exercise Date;

"Early Exercise Date(s)" means, if "Early Exercise" is specified as being applicable in the relevant Final Terms, each of the date(s) specified as such in the relevant Final Terms, or if any such date is not a Business Day, the next following Business Day subject in each case to adjustment in accordance with Term 2 (Disrupted Days) below;

"Early Exercise Event" means, (i) if "Early Exercise Averaging" is specified in the Final Terms as being applicable the weighted average of the daily arithmetic average of the prices of each Share constituting the Basket in the Share Currency quoted on the relevant Exchange at the Valuation Time on each Early Exercise Averaging Date is greater than the Early Exercise Price specified in the Final Terms, or (ii) otherwise that the weighted average of the prices of the Shares constituting the Basket in the Share Currency on the relevant Exchange at the Valuation Time or, (if Constant Monitoring is specified as applicable in the relevant Final Terms) at any time, on the applicable Early Exercise Valuation Date is greater than the relevant Early Exercise Price specified in the Final Terms;

"Early Exercise Price(s)" means, if "Early Exercise" is specified as being applicable in the relevant Final Terms, the Price(s) per Share specified as such or otherwise determined in the relevant Final Terms;

"Early Exercise Valuation Date(s)" means, if "Early Exercise" is specified as being applicable in the relevant Final Terms, each of the date(s) specified as such in the relevant Final Terms or, if any such Early Exercise Valuation Date is not a Scheduled Trading Day, the next following Scheduled Trading Day, in each case subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Exchange" means, in respect of a Share, the Exchange specified for such Share in the relevant Final Terms or otherwise the principal stock exchange on which such Share is, in the determination of the Calculation Agent, traded or quoted or any successor to such exchange or quotation system or any substitute exchange or quotation system to which trading in such Share has temporarily been relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to such Share on such successor or substitute exchange or quotation system as on the original Exchange);

"Exchange Business Day" means, in respect of a Share, any Scheduled Trading Day on which the relevant Exchange and each Related Exchange are open for trading during their respective regular trading sessions, notwithstanding the relevant Exchange or any relevant Related Exchange closing prior to its Scheduled Closing Time, as determined by the Calculation Agent;

"Exchange Disruption" means, in respect of a Share, any event (other than an Early Closure) that disrupts or impairs (as determined by the Calculation Agent) the ability of market participants in general (i) to effect transactions in, or obtain market values for, such Share on the relevant Exchange or (ii) to effect transactions in, or obtain market values for, futures or options contracts relating to such Share on any relevant Related Exchange;

"Extraordinary Dividend" means, in respect of a Share, the characterisation of a dividend or portion thereof as an Extraordinary Dividend by the Calculation Agent;

"Final Averaging" means, if specified as being applicable in the relevant Final Terms, that the Final Value will be determined on the basis of the average of the Final Share Prices as of the Shares constituting the Basket over certain Final Averaging Dates;

"Final Averaging Date" means, subject to adjustment in accordance with Term 2 (Disrupted Days) below, (i) each of the dates specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the immediately preceding Scheduled Trading Day; or (ii) if Final Averaging Period is specified in the Final Terms as being applicable, each Scheduled Trading Day in the Final Averaging Period;

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

"Final Averaging Start Date" means the date specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Final Averaging End Date" means the date specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the immediately preceding Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Final Share Price" means, in respect of a Share (i) if Final Averaging is applicable, (a) the daily arithmetic average of the prices of one such Share in the Share Currency quoted on the Exchange at the Valuation Time on each Final Averaging Date, (ii) otherwise, the price of one such Share in the Share Currency quoted on the Exchange at the Valuation Time on the Valuation Date, as determined by the Calculation Agent;

"Final Value" means, in respect of a Basket, on any Exchange Business Day, the weighted average of the Final Share Prices as of the Shares constituting the Basket, as determined by the Calculation Agent;

"Hedging Disruption" means that the Issuer and/or any of its affiliates is unable, after using commercially reasonable efforts, to (A) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the equity price risk in respect of the Issuer performing its obligations with respect to the Warrants, or (B) realise, recover or remit the proceeds of any such transaction(s) or asset(s);

"Increased Cost of Hedging" means that the Issuer and/or any of its affiliates would incur a materially increased (as compared with circumstances existing on the Issue Date) amount of tax, duty, expense or fee (other than brokerage commissions) to (A) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the equity price risk of the Issuer performing its obligations with respect to the Warrants, or (B) realise, recover or remit the proceeds of any such transaction(s) or asset(s), provided that any such materially increased amount that is incurred solely due to the deterioration of the creditworthiness of the Issuer or any of its affiliates shall not be deemed an Increased Cost of Hedging;

"Initial Averaging" means, if specified as being applicable in the relevant Final Terms, that the Initial Value will be determined on the basis of the average of the Initial Share Prices as of the Shares constituting the Basket over certain Initial Averaging Dates;

"Initial Averaging Date" means, subject to adjustment in accordance with Term 2 (Disrupted Days) below, (i) each of the dates specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day; or (ii) if Initial Averaging Period is specified in the Final Terms as being applicable, each Scheduled Trading Day in the Initial Averaging Period;

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

"Initial Averaging Start Date" means the date specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Initial Averaging End Date" means the date specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Initial Share Price" means, in respect of a Share, (i) if Initial Averaging is applicable, (a) the daily arithmetic average of the prices of one such Share in the Share Currency quoted on the Exchange at the Valuation Time on each Initial Averaging Date, (ii) otherwise the price of one such Share in the Share Currency quoted on the Exchange at the Valuation Time on the Strike Date, as determined by the Calculation Agent;

"Initial Value" means, in respect of a Basket, the weighted average of the Initial Share Prices of the Shares constituting the Basket, as determined by the Calculation Agent;

"Insolvency" means, in respect of a Share Issuer, that by reason of the voluntary or involuntary liquidation, bankruptcy, insolvency, dissolution or winding-up of or any analogous proceeding affecting such Share Issuer, (A) all the Shares of such Share Issuer are required to be transferred to a trustee, liquidator or other similar official or (B) holders of the Shares of such Share Issuer become legally prohibited from transferring them, all as determined by the Calculation Agent;

"Insolvency Filing" means, in respect of a Share, that the Calculation Agent determines that the relevant Share Issuer has instituted or has had instituted against it by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, or it consents to, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official or it consents to such a petition;

"Market Disruption Event" means the occurrence or existence on any Scheduled Trading Day of (i) a Trading Disruption or (ii) an Exchange Disruption, which in either case the Calculation Agent determines is material, at any time during the one hour period that ends at the relevant Valuation Time or (iii) an Early Closure, all as determined by the Calculation Agent;

"Merger Date" means, in respect of a Merger Event, the closing date of such Merger Event or, where the Calculation Agent determines that a closing date cannot be determined under the local law applicable to such Merger Event, such other date as determined by the Calculation Agent;

"Merger Event" means, in respect of one or more of the Shares in the Basket, any (i) reclassification or change of such Shares that results in a transfer of or an irrevocable commitment to transfer all of such Shares outstanding to another entity or person, (ii) consolidation, amalgamation, merger or binding share exchange of the relevant Share Issuer with or into another entity or person (other than a consolidation, amalgamation, merger or binding share exchange in which such Share Issuer is the continuing entity and which does not result in a reclassification or change of all of such Shares outstanding), (iii) takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person to purchase or otherwise obtain 100 per cent. of the outstanding Shares of the relevant Share Issuer that results in a transfer of or an irrevocable commitment to transfer all such Shares (other than such Shares owned or controlled by the such other entity or person), or (iv) consolidation, amalgamation, merger or binding share exchange of the relevant Share Issuer or its subsidiaries with or into another entity in which such Share Issuer is the continuing entity and which does not result in a reclassification or change of all such Shares outstanding but results in the outstanding Shares (other than Shares owned or controlled by such other entity) immediately prior to such event collectively representing less than 50 per cent. of the outstanding Shares immediately following such event (a "Reverse Merger"), in each case if the Merger Date is on or before the Valuation Date (or such other date as may be specified in the relevant Final Terms), all as determined by the Calculation Agent;

"Nationalisation" means that all the Shares of a Share Issuer or all or substantially all the assets of such Share Issuer are nationalised, expropriated or are otherwise required to be transferred to any governmental agency, authority, entity or instrumentality thereof, as determined by the Calculation Agent;

"New Shares" means ordinary or common shares, whether of the entity or person (other than the relevant Share Issuer) involved in the Merger Event or a third party, that are, or that as of the Merger Date are promptly scheduled to be, (i) publicly quoted, traded or listed on an exchange or quotation system located in the same country as the relevant Exchange (or, where the relevant Exchange is within the European Union, in any member of state of the European Union) or on another exchange acceptable to the Calculation Agent and (ii) not subject to any currency exchange controls, trading restrictions or other trading limitations, all as determined by the Calculation Agent;

"Observation Date" means each date, if any, specified as such in the relevant Final Terms, or if any such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, in each case subject to Term 2 (Disrupted Days) below;

"Observation Period" has the meaning given to it in the relevant Final Terms;

"Other Consideration" means cash and/or any securities (other than New Shares) or assets (whether of the entity or person (other than the relevant Share Issuer) involved in the Merger Event or a third party);

"Potential Adjustment Event" means any of the following: a subdivision, consolidation or reclassification of one or more of the Shares in the Basket (unless resulting in a Merger Event), or a free distribution or dividend of any such Shares to existing holders by way of bonus, capitalisation or similar issue; a distribution, issue or dividend to existing holders of one or more of the Shares in the Basket of (A) such Shares, or (B) other share capital or securities granting the right to payment of dividends and/or the proceeds of liquidation of the relevant Share Issuer equally or proportionately with such payments to holders of such Shares, or (C) share capital or other securities of another issuing institution acquired or owned (directly or indirectly) by the relevant Share Issuer as a result of a spin-off or other similar transaction, or (D) any other type of securities, rights or warrants or other assets, in any case for payment (cash or other consideration) at less than the prevailing market price as determined by the Calculation Agent; an Extraordinary Dividend; a call by a Share Issuer in respect of relevant Shares that are not fully paid; a repurchase by a Share Issuer or any of its subsidiaries of relevant Shares whether out of profits or capital and whether the consideration for such repurchase is cash, securities or otherwise; with respect to a Share Issuer, an event that results in any shareholder rights pursuant to a shareholder rights plan or arrangement directed against hostile takeovers that provides upon the occurrence of certain events for a distribution of preferred stock, warrants, debt instruments or stock rights at a price below their market value (as determined by the Calculation Agent) being distributed or becoming separated from shares of common stock or other shares of the capital stock of such Share Issuer (provided that any adjustment effected as a result of such an event shall be readjusted upon any exercise of such rights); or any other event that may have a diluting or concentrative effect on the theoretical value of one or more of the Shares in the Basket, all as determined by the Calculation Agent;

"Price" means, in respect of a Share, on any Exchange Business Day, the price of one such Share in the Share Currency quoted on the relevant Exchange;

"Related Exchange" means, in respect of a Share, each exchange or quotation system where trading has a material effect (as determined by the Calculation Agent) on the overall market for futures or options contracts relating to such Share or such other options or futures exchange(s) as the Issuer shall (acting on the instructions of the Calculation Agent) select, any transferee exchange or quotation system or any successor to any such exchange or quotation system or any substitute exchange or quotation system to which trading in futures or options contracts relating to such Share has temporarily relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to the futures or options contracts relating to such Share on such temporary substitute exchange or quotation system as on the original Related Exchange);

"Scheduled Closing Time" means, in respect of an Exchange or a Related Exchange and a Scheduled Trading Day, the scheduled weekday closing time of such Exchange or Related Exchange on such Scheduled Trading Day, without regard to after hours or any other trading outside of the regular trading session hours;

"Scheduled Trading Day" means, in respect of a Share, any day on which the relevant Exchange and each relevant Related Exchange is scheduled to be open for trading for its regular trading sessions;

"Share Currency" has the meaning given to it in the relevant Final Terms;

"Share Issuer" has the meaning given to it in the relevant Final Terms;

"Shares" has the meaning given to it in the relevant Final Terms;

"Tender Offer" means, in respect of any Shares, a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10 per cent. and less than 100 per cent. of the outstanding voting shares of the relevant Share Issuer, as determined by the Calculation Agent, based upon the making of filings with governmental or self-regulatory agencies or such other information as the Calculation Agent deems relevant;

"Tender Offer Date" means, in respect of a Tender Offer, the date on which voting shares in an amount determined by the Calculation Agent are actually purchased or otherwise obtained (as determined by the Calculation Agent);

"Trading Disruption" means, in respect of a Share, any suspension of or limitation imposed on trading by an Exchange or a Related Exchange or otherwise and whether by reason of movements in price exceeding limits permitted by the relevant Exchange or such Related Exchange or otherwise (i) relating to such Share on such Exchange or (ii) in futures or options contracts relating to such Share on a Related Exchange, all as determined by the Calculation Agent;

"Valuation Date" means the date (if any) specified as such in the relevant Final Terms or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, in each case subject to Term 2 (Disrupted Days) below;

"Valuation Time" means the time on the relevant Valuation Date or Averaging Date, as the case may be, specified in the relevant Final Terms or, if no such time is specified, the Scheduled Closing Time on the Exchange on the relevant date in relation to that Share. If the relevant Exchange closes prior to its Scheduled Closing Time, and the specified Valuation Time is after the actual closing time for its regular trading session, then (subject to Term 2 (Disrupted Days) below) the Valuation Time shall be such actual closing time; and

"Value" means, in respect of a Basket, on any Exchange Business Day, the weighted average of the price of the Shares constituting the Basket in the Share Currency quoted on the relevant Exchange at the relevant time.

2. Disrupted Days

• 2.1 If the Calculation Agent determines that any Valuation Date, any Averaging Date, any Early Exercise Valuation Date or any Observation Date, as the case may be, is a Disrupted Day in respect of a Share, then such Valuation Date, such Averaging Date, such Early Exercise Valuation Date or such Observation Date, as the case may be, in respect of that Share shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day in respect of that Share, unless each of the eight Scheduled Trading Days immediately following the original date that, but for the determination by the Calculation Agent of the occurrence of a Disrupted Day, would have been the Valuation Date, Averaging Date, Early Exercise Valuation Date or Observation Date for such Share, as the case may be, is a Disrupted Day. In that case:
• (a) that eighth Scheduled Trading Day shall be deemed to be the Valuation Date, Averaging Date, Early Exercise Valuation Date or Observation Date, as the case may be, for such Share notwithstanding the fact that such day is a Disrupted Day; and
• (b) the Calculation Agent shall determine the price of one such Share as its good faith estimate of the price of one such Share that would have prevailed, but for the occurrence of a Disrupted Day, at the Valuation Time on that eighth Scheduled Trading Day.
• 2.2 If any Averaging Date is a Disrupted Day, then, if the consequence specified in the relevant Final Terms in relation to "Averaging Date Market Disruption" is:
• (a) "Omission", then such Averaging Date will be deemed not to be a relevant Averaging Date for purposes of determining the relevant Share Price or Final Share Price provided that, if through the operation of this provision no

Averaging Date would occur with respect to the relevant Valuation Date, then Term 2.1 above will apply for purposes of determining the relevant price on the final Averaging Date in respect of that Valuation Date as if such final Averaging Date were a Valuation Date that was a Disrupted Day;

• (b) "Omission 2", then such Averaging Date will be deemed not to be a relevant Averaging Date for purposes of determining the Share Price or Final Share Price in respect of any Share provided that, if through the operation of this provision no Averaging Date would occur with respect to the relevant Valuation Date, then sub-paragraph (iii) below will apply for purposes of determining the relevant price on the final Averaging Date in respect of that Valuation Date as if such final Averaging Date were a Valuation Date that was a Disrupted Day;
• (c) "Postponement", then Term 2.1 above will apply for purposes of determining the relevant price on that Averaging Date as if such Averaging Date were a Valuation Date that was a Disrupted Day irrespective of whether, pursuant to such determination, that deferred Averaging Date would fall on a day that already is or is deemed to be an Averaging Date for the Basket Share-Linked Warrants;
• (d) "Postponement 2", then sub-paragraph (iii) below will apply for purposes of determining the relevant price on that Averaging Date as if such Averaging Date were a Valuation Date that was a Disrupted Day irrespective of whether, pursuant to such determination, that deferred Averaging Date would fall on a day that already is or is deemed to be an Averaging Date for the Basket Share-Linked Warrants;

(e) "Modified Postponement", then:

• (i) the Averaging Date for each Share not affected by the occurrence of a Disrupted Day shall be the day specified in the relevant Final Terms as an Averaging Date in relation to the relevant Valuation Date (the "Scheduled Averaging Date") and the Averaging Date for a Share affected by the occurrence of a Disrupted Day shall be the first succeeding Valid Date in relation to such Share. If the first succeeding Valid Date in relation to such Share has not occurred as of the Valuation Time on the eighth Scheduled Trading Day immediately following the Scheduled Averaging Date, then (1) that eighth Scheduled Trading Day shall be deemed to be the Averaging Date (irrespective of whether that eighth Scheduled Trading Day is already an Averaging Date) in relation to the relevant Share; and (2) the Calculation Agent shall determine the relevant price for that Averaging Date in accordance with Term 2.1 above; and
• (ii) "Valid Date" shall mean a Scheduled Trading Day that is not a Disrupted Day and on which another Averaging Date in respect of the relevant Valuation Date does not or is not deemed to occur.

(f) "Modified Postponement 2", then:

(i) such Averaging Date for each Share shall be the first succeeding Valid Date which is a Valid Date in relation to each Share. If the first succeeding Valid Date which is a Valid Date in relation to each Share has not occurred as of the Valuation Time on the eighth Scheduled Trading Day which is a Scheduled Trading Day in respect of each Share immediately following the originally scheduled Averaging Date, then (1) that eighth Scheduled Trading Day shall be deemed to be the Averaging Date (irrespective of whether that eighth Scheduled Trading Day which is a Scheduled Trading Day in respect of each Share is already an Averaging Date) in relation to each Share; and (2) the Calculation Agent

shall determine the relevant price for that Averaging Date in accordance with sub-paragraph (iii)(2) below; and

• (ii) "Valid Date" shall mean a Scheduled Trading Day in respect of a Share that is not a Disrupted Day and on which another Averaging Date in respect of the relevant Valuation Date does not or is not deemed to occur;
• (g) "Preceding", then such Averaging Date will be the immediately preceding day that is a Scheduled Trading Day for such Share that is not a Disrupted Day and on which another Averaging Date has not or is deemed to have not occurred; or
• (h) "Preceding 2", then, in respect of each Share, such Averaging Date will be the immediately preceding day that is a Scheduled Trading Day for each Share that is not a Disrupted Day and on which another Averaging Date has not or is deemed to have not occurred.
• 2.3 If the Calculation Agent determines that any Averaging Date or Valuation Date is a Disrupted Day in respect of any Share, then such Averaging Date or Valuation Date in respect of each Share shall be the first succeeding day which is a Scheduled Trading Day in respect of each Share that is not a Disrupted Day in respect of any Share, unless each of the eight Scheduled Trading Days which are Scheduled Trading Days in respect of each Share immediately following the original date that, but for the determination by the Calculation Agent of the occurrence of a Disrupted Day, would have been such Averaging Date or Valuation Date, are Disrupted Days for any Share. In that case:
• (a) that eighth Scheduled Trading Day which is a Scheduled Trading Day in respect of each Share shall be deemed to be such Averaging Date or Valuation Date for each Share, notwithstanding the fact that such day is a Disrupted Day; and
• (b) in relation to each Share for which such Scheduled Trading Day is a Disrupted Day, the Calculation Agent shall determine the price of one Share as its good faith estimate of the price of one Share that would have prevailed, but for the occurrence of a Disrupted Day, at the Valuation Time on that eighth Scheduled Trading Day.
• 2.4 Notwithstanding the provisions of any term or condition of the Basket Share-Linked Warrants, if the Calculation Agent determines that a Disrupted Day has occurred on the Valuation Date and/or on any Final Averaging Date or Early Exercise Valuation Date, the Expiry Date or (as the case may be) Early Exercise Date shall be postponed to the date that is two Business Days following the postponed Valuation Date, Final Averaging Date or Early Exercise Valuation Date, as the case may be.
• 2.5 For the avoidance of doubt, no additional amounts shall be payable in respect of the postponement of any payment of the Cash Settlement Amount or (as the case may be) the Early Exercise Cash Settlement Amount in accordance with this Term 2 (Disrupted Days).
• 2.6 The Calculation Agent, on behalf of the Issuer, shall give notice to the holders of the Basket Share-Linked Warrants (copied to the Issuer) of the occurrence of a Disrupted Day if it results in the postponement of any payment in respect of the Basket Share-Linked Warrants.

3. Adjustments

3.1 Adjustments

If the Calculation Agent determines that a Potential Adjustment Event has occurred in respect of one or more of the Shares in the Basket or that there has been an adjustment to the settlement terms of listed contracts on one or more of the Shares in the Basket traded on a Related Exchange, the Calculation Agent will determine whether such Potential Adjustment Event or adjustment has a diluting or concentrative effect on the theoretical value of the relevant Shares and, if so, will (a) make the corresponding adjustment(s), if any, to any Terms of the Basket Share-Linked Warrants as the Calculation Agent determines appropriate to account for that diluting or concentrative effect (provided that no adjustments will be made to account solely for changes in volatility, expected dividend, stock loan rate or liquidity) and (b) determine the effective date(s) of the adjustment(s). The Calculation Agent may (but need not) determine the appropriate adjustment by reference to the adjustment in respect of such Potential Adjustment Event or adjustment to settlement terms made by an options exchange to options on the relevant Shares traded on that options exchange.

The Calculation Agent shall give notice of such adjustment(s) and determinations to the Issuer and holders of the Basket Share-Linked Warrants.

3.2 Consequences of a Merger Event

If the Calculation Agent determines that a Merger Event has occurred in respect of one or more of the Shares in the Basket, the Issuer shall (if so instructed by the Calculation Agent) (i) settle each Basket Share-Linked Warrant at its Fair Market Value as at the Merger Date on such date as the Issuer shall notify to holders of the Basket Share-Linked Warrants; and/or (ii) make such adjustment to the exercise, settlement, payment or any other term or condition of the Basket Share-Linked Warrants as the Calculation Agent determines appropriate to account for the economic effect on the Basket Share-Linked Warrants of such Merger Event (provided that no adjustments will be made solely to account for changes in volatility, expected dividends, stock loan rate or liquidity relevant to the relevant Shares or to the Basket Share-Linked Warrants), which may, but need not, be determined by reference to the adjustment(s) made in respect of such Merger Event by an options exchange to options on the relevant Shares traded on such options exchange and determine the effective date of that adjustment; and/or (iii) save in respect of a Reverse Merger, on or after the relevant Merger Date, deem the New Shares and/or the amount of Other Consideration, if applicable (as subsequently modified in accordance with any relevant terms and including the proceeds of any exercise, if applicable), and their issuer (if any) to be the relevant "Shares" and the relevant "Share Issuer", respectively, and if the Calculation Agent determines to be appropriate, the Issuer will adjust any relevant terms of the Basket Share-Linked Warrants as the Calculation Agent may determine.

The Calculation Agent shall, on behalf of the Issuer, give notice of such cancellation, adjustment or deemed change to holders of the Basket Share-Linked Warrants (copied to the Issuer).

3.3 Consequences of a Tender Offer

If the Calculation Agent determines that a Tender Offer has occurred in respect of one or more of the Shares in the Basket, then on or after the relevant Tender Offer Date the Issuer shall (if so instructed by the Calculation Agent) (i) settle each Basket Share-Linked Warrant at its Fair Market Value as at the Tender Offer Date on such date as the Issuer (acting on the instructions of the Calculation Agent) may notify to holders of the Basket Share-Linked Warrants; and/or (ii) make such adjustment to the exercise, settlement, payment or any other term or condition of the Basket Share-Linked Warrants as the Calculation Agent determines appropriate to account for the economic effect on the Basket Share-Linked Warrants of such Tender Offer (provided that no adjustments will be made to account solely for changes in volatility or liquidity relevant to the Shares or to the Basket Share-Linked Warrants), which may, but need not, be determined by reference to the adjustment(s) made in respect of such Tender Offer by an options exchange to options on the relevant Shares traded on such options exchange and determine the effective date of that adjustment.

The Calculation Agent shall, on behalf of the Issuer, give notice of such exercise or adjustment to holders of the Basket Share-Linked Warrants (copied to the Issuer).

3.4 Nationalisation, Insolvency or Delisting

If in respect of one or more of the Shares in the Basket or a Share Issuer the Calculation Agent determines that there has been a Nationalisation, an Insolvency or a Delisting, the Issuer shall (if so instructed by the Calculation Agent) (i) make such adjustment, if any, to any Terms of the Basket Share-Linked Warrants as the Calculation Agent determines to be appropriate to account for the Nationalisation, Insolvency or Delisting, as the case may be, on the effective date of that adjustment (in each case as determined by the Calculation Agent) or (ii) settle each Basket Share-Linked Warrant at its Fair Market Value as at the date of exercise taking into account the Nationalisation, Insolvency or Delisting on such date as the Issuer shall (acting on the instructions of the Calculation Agent) notify to holders of the Basket Share-Linked Warrants.

The Calculation Agent, on behalf of the Issuer, shall give notice of any exercise of the Basket Share-Linked Warrants, determination or adjustment pursuant to this Term to holders of the Basket Share-Linked Warrants (copied to the Issuer).

3.5 Change of Exchange

If an Exchange is changed, the Issuer shall (acting on the instructions of the Calculation Agent) make such consequential modifications to the Cash Settlement Amount, Valuation Time and such other Terms of the Basket Share-Linked Warrants as the Calculation Agent deems necessary.

The Calculation Agent, on behalf of the Issuer, shall give notice of such modification(s) to holders of the Basket Share-Linked Warrants (copied to the Issuer).

3.6 Price Correction

In the event that any value or level published on an Exchange and which is utilised for any calculation or determination made under the Basket Share-Linked Warrants is subsequently corrected and the correction is published by the relevant Exchange within three Business Days (or such other period as may be specified in the relevant Final Terms) after the original publication, the Calculation Agent will determine the amount (if any) that is payable following that correction, and, to the extent necessary, the Issuer will make such adjustments to the Terms of the Basket Share-Linked Warrants as the Calculation Agent determines to be appropriate to account for such correction.

The Calculation Agent, on behalf of the Issuer, shall give notice of such adjustment(s) to holders of the Basket Share-Linked Warrants (copied to the Issuer).

3.7 Currency

If the Calculation Agent determines that any event occurs affecting the Basket Share-Linked Warrants Currency or the currency in which any of the Shares are quoted, listed and/or dealt in on the Exchange (whether relating to the convertibility of any such currency into other currencies or otherwise) which the Calculation Agent determines necessitates an adjustment or adjustments to any other relevant term of the Basket Share-Linked Warrants (including the date on which any amount is payable by the Issuer), the Issuer shall (acting on the instructions of the Calculation Agent) make such adjustment or adjustments to any other relevant term of the Basket Share-Linked Warrants as the Calculation Agent deems necessary.

The Calculation Agent, on behalf of the Issuer, shall give notice to the holders of the Basket Share-Linked Warrants of any such adjustment(s) (copied to the Issuer).

3.8 Additional Disruption Events

If the Calculation Agent determines that an Additional Disruption Event has occurred, the Issuer shall (acting on the instructions of the Calculation Agent) either (i) make such adjustment, if any, to any Terms of the Basket Share-Linked Warrants as the Calculation Agent determines to be appropriate to account for such Additional Disruption

Event, on the effective date of that adjustment (in each case as determined by the Calculation Agent) or (ii) settle each Basket Share-Linked Warrant at its Fair Market Value as at the date of exercise taking into account such Additional Disruption Event on such date as the Issuer (acting on the instructions of the Calculation Agent) shall notify to holders of the Basket Share-Linked Warrants.

The Calculation Agent, on behalf of the Issuer shall, give notice of any exercise of the Basket Share-Linked Warrants or determination pursuant to this Term to holders of the Basket Share-Linked Warrants of any such adjustment or cancellation (copied to the Issuer).

3.9 Change in currencies

If, at any time after the Issue Date, there is any change in the currency in which any Shares are quoted, listed and/or dealt on the Exchange, then the Issuer will adjust such of the Terms of the Basket Share-Linked Warrants as the Calculation Agent determines appropriate to preserve the economic terms of the Basket Share-Linked Warrants. The Calculation Agent will make any conversion necessary for purposes of any such adjustment as of the Valuation Time at an appropriate mid-market spot rate of exchange determined by the Calculation Agent prevailing as of the Valuation Time. No adjustments under this section will affect the currency of denomination of the Basket Share-Linked Warrants or any payment obligation arising out of the Basket Share-Linked Warrants.

The Calculation Agent shall, on behalf of the Issuer, give notice of any adjustments pursuant to this Term to holders of the Basket Share-Linked Warrants (copied to the Issuer).

4. Early Exercise

For the purposes of the Basket Share-Linked Warrants, if "Early Exercise" is specified as being applicable in the relevant Final Terms, then unless previously exercised or cancelled, if the Calculation Agent determines that on any Early Exercise Valuation Date or during any Observation Period the Early Exercise Event has occurred, then the Calculation Agent shall promptly notify the Issuer and each Basket Share-Linked Warrant will be exercisable on the Early Exercise Date immediately following such Early Exercise Valuation Date or (in the case of the occurrence of an Early Exercise Event during an Observation Period) on the date that is three Business Days (or such other period as is specified in the relevant Final Terms) following the occurrence of such Early Exercise Event, and in any such case the Cash Settlement Amount payable by the Issuer on the relevant Early Exercise Cash Settlement Amount Payment Date shall be an amount equal to the relevant Early Exercise Cash Settlement Amount.

The Calculation Agent shall, on behalf of the Issuer, give notice of the occurrence of any Early Exercise Event of the Basket Share-Linked Warrants or determination pursuant to this Term to holders of the Basket Share-Linked Warrants (copied to the Issuer).

5. Early Cancellation Cash Settlement Amount on Early Cancellation of Warrants

If all and not some only of the Warrants are settled and cancelled by the Issuer pursuant to their Terms and Conditions prior to their scheduled Expiry Date, the Issuer shall settle each Basket Share-Linked Warrants at its Fair Market Value as at the date of exercise of the Warrants on such date as the Issuer (acting on the instructions of the Calculation Agent) shall notify to holders of the Basket Share-Linked Warrants.

The Calculation Agent shall, on behalf of the Issuer, give notice of any exercise of the Basket Share-Linked Warrants or determination pursuant to this Term to holders of the Basket Share-Linked Warrants (copied to the Issuer).

TERMS FOR SINGLE INDEX-LINKED WARRANTS

The following are additional terms and conditions (the "Terms") which will apply to Single Index-Linked Warrants. Accordingly, the term "Terms and Conditions" when used in relation to Single Index-Linked Warrants shall include the following Terms:

1. Definitions

For the purposes of the Terms and Conditions of the Single Index-Linked Warrants, the following terms shall have the meanings set out below:

"Additional Disruption Event" means a Hedging Disruption and/or an Increased Cost of Hedging, as specified in the relevant Final Terms and as determined by the Calculation Agent;

"Averaging Dates" means, each of the Early Exercise Averaging Dates, the Barrier Condition Averaging Dates, the Final Averaging Dates and the Initial Averaging Dates;

"Averaging Date Market Disruption", if applicable, means the procedures specified in the relevant Final Terms for determining the consequence of an Averaging Date being a Disrupted day, as described in Term 2 (Disrupted Days) below;

"Barrier Condition Averaging" means, if specified as being applicable in the relevant Final Terms, that, for the purposes of determining whether or not the Barrier condition has been satisfied, the levels of the Index will be determined by reference to the average of such levels on certain Barrier Condition Averaging Dates;

"Barrier Condition Averaging Date" means, subject to adjustment in accordance with Term 2 (Disrupted Days) below (i) each of the dates specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day; or (ii) if Barrier Condition Averaging Period is specified in the Final Terms as being applicable, each Scheduled Trading Day in the Barrier Condition Averaging Period;

"Barrier Condition Averaging End Date" means the date specified as such in the Final Terms, if such date is not a Scheduled Trading Day, the immediately preceding Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

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

"Barrier Condition Averaging Start Date" means the date specified as such in the Final Terms of, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Best Strike" means, if applicable, a method for determining the Initial Index Level as described in the definition for "Initial Index Level";

"Disrupted Day" means any Scheduled Trading Day on which (i) if "Multi-Exchange Index" is specified in the relevant Final Terms, the Index Sponsor fails to publish the level of the Index or, if "Non Multi-Exchange Index" is specified in the relevant Final Terms, the Exchange fails to open for trading during its regular trading session, (ii) any Related Exchange fails to open for trading during its regular trading session or (iii) on which a Market Disruption Event has occurred, all as determined by the Calculation Agent;

"Early Closure" means the closure on any Exchange Business Day of the relevant Exchange(s) or Related Exchange(s), if any, prior to its/their Scheduled Closing Time unless such earlier closing time is announced by the relevant Exchange(s) or Related Exchange(s) at least one hour prior to the earlier of (i) the actual closing time for the regular trading session on such Exchange(s) or such Related Exchange(s) on such Exchange Business Day and (ii) the submission deadline for orders to be entered into the relevant Exchange(s) or such Related Exchange(s) system(s) for execution at the Valuation Time on such Exchange Business Day, all as determined by the Calculation Agent;

"Early Exercise Averaging" means, if specified as being applicable in the relevant Final Terms, that, for the purposes of determining whether an Early Exercise Event has occurred, the levels of the Index will be determined by reference to the average of such levels on certain Early Exercise Averaging Dates;

"Early Exercise Averaging Date" means, subject to adjustment in accordance with Term 2 (Disrupted Days) below, (i) each of the dates specified as such in the Final Terms, or, if any such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, or (ii) if Early Exercise Averaging Period is specified in the Final Terms as being applicable, each Scheduled Trading Day in the Early Exercise Averaging Period;

"Early Exercise Averaging End Date" means the date specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Early Exercise Averaging Period" means the period from and including the Early Exercise Averaging Start Date to but including the Early Exercise End Date;

"Early Exercise Averaging Start Date" means the date specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Early Exercise Cash Settlement Amount" means, if "Early Exercise" is specified as being applicable in the relevant Final Terms, an amount specified as such in the relevant Final Terms, as determined by the Calculation Agent;

"Early Exercise Cash Settlement Amount Payment Date" means the date that is two Business Days following the Early Exercise Date;

"Early Exercise Date(s)" means, if "Early Exercise" is specified as being applicable in the relevant Final Terms, each of the date(s) specified as such in the relevant Final Terms, or if any such date is not a Business Day, the next following Business Day subject in each case to adjustment in accordance with Term 2 (Disrupted Days) below;

"Early Exercise Event" means, (i) if "Early Exercise Averaging" is specified as being applicable in the relevant Final Terms, that the daily arithmetic average of levels of the Index at the Valuation Time on each Early Exercise Averaging Date is greater than the Early Exercise Level specified in the Final Terms, or (ii) otherwise that level of the Index at the Valuation Time, or (if Constant Monitoring is specified as applicable in the relevant Final Terms) at any time, on the applicable Early Exercise Valuation Date is greater than the relevant Early Exercise Level specified in the Final Terms, as determined by the Calculation Agent;

"Early Exercise Level" means, if "Early Exercise" is specified as being applicable in the relevant Final Terms, the Index Level specified as such or otherwise determined in the relevant Final Terms;

"Early Exercise Valuation Date(s)" means, if "Early Exercise" is specified as being applicable in the relevant Final Terms, each of the date(s) specified as such in the relevant Final Terms or, if any such Early Exercise Valuation Date is not a Scheduled Trading Day, the next following Scheduled Trading Day, in each case subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Exchange(s)" means, if "Non Multi-Exchange Index" is specified in the relevant Final Terms, the Exchange specified in the relevant Final Terms or, if "Multi-Exchange Index" is specified in the relevant Final Terms, in respect of any securities comprised in the Index, the stock exchanges (from time to time) on which in the determination of the Calculation Agent such securities are listed for the purposes of such Index or any successor to any such exchange or quotation system or any substitute exchange or quotation system to which trading in the securities comprised in the Index has temporarily been relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to the securities underlying such

Index on such successor or substitute exchange or quotation system as on the original Exchange);

"Exchange Business Day" means any Scheduled Trading Day on which the relevant Exchange and each Related Exchange are open for trading during their respective regular trading sessions, notwithstanding such relevant Exchange or any such relevant Related Exchange closing prior to its Scheduled Closing Time, as determined by the Calculation Agent;

"Exchange Disruption" means any event (other than an Early Closure) that disrupts or impairs (as determined by the Calculation Agent) the ability of market participants in general (i) to effect transactions in, or obtain market values for, if "Multi-Exchange Index" is specified in the relevant Final Terms, any security comprised in the Index on any relevant Exchange or, if "Non Multi-Exchange Index" is specified in the relevant Final Terms, securities that comprise 20 per cent. or more of the level of the Index on the Exchange or (ii) to effect transactions in, or obtain market values for, futures or options contracts relating to the Index on any relevant Related Exchange;

"Final Averaging" means, if specified as being applicable in the relevant Final Terms, that the Final Index Level will be determined on the basis of the average of the level of the relevant Index over certain Final Averaging Dates;

"Final Index Level" means, (i) if Final Averaging is specified as applicable in the relevant Final Terms, the daily arithmetic average of the level of the relevant Index as calculated and published by the Index Sponsor at the Valuation Time on each Final Averaging Date, (ii) otherwise the level of the relevant Index, as calculated and published by the Index Sponsor, at the Valuation Time on the Valuation Date, as determined by the Calculation Agent;

"Final Averaging Date" means, subject to adjustment in accordance with Term 2 (Disrupted Days) below, (i) each of the dates specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the immediately preceding Scheduled Trading Day; or (ii) if Final Averaging Period is specified in the Final Terms as being applicable, each Scheduled Trading Day in the Final Averaging Period;

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

"Final Averaging Start Date" means the date specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Final Averaging End Date" means the date specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the immediately preceding Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Final Index Level" means, (i) if Final Averaging is specified as applicable in the relevant Final Terms, the daily arithmetic average of the level of the relevant Index as calculated and published by the Index Sponsor at the Valuation Time on each Final Averaging Date, (ii) otherwise the level of the relevant Index, as calculated and published by the Index Sponsor, at the Valuation Time on the Valuation Date, as determined by the Calculation Agent;

"Hedging Disruption" means that the Issuer and/or any of its affiliates is unable, after using commercially reasonable efforts, to (A) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the equity/index price risk in respect of the Issuer performing its obligations with respect to the Warrants, or (B) realise, recover or remit the proceeds of any such transaction(s) or asset(s);

"Increased Cost of Hedging" means that the Issuer and/or any of its affiliates would incur a materially increased (as compared with circumstances existing on the Issue Date) amount of tax, duty, expense or fee (other than brokerage commissions) to (A) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the equity/index price risk of the Issuer performing its obligations with respect to the Warrants, or (B) realise, recover or remit the proceeds of any such transaction(s) or asset(s), provided that any such materially increased amount that is incurred solely due to the deterioration of the creditworthiness of the Issuer or any of its affiliates shall not be deemed an Increased Cost of Hedging;

"Index" means the index specified in the relevant Final Terms, or any Successor Index;

"Index Cancellation" means the Index Sponsor cancels the Index and no Successor Index exists;

"Index Disruption" means the Index Sponsor fails to calculate and announce the Index Level;

"Index Level" means, on any relevant Scheduled Trading Day, the level of the Index, as calculated and published by the Index Sponsor at the relevant time;

"Index Modification" means the Index Sponsor announces that it will make (in the opinion of the Calculation Agent) a material change in the formula for or the method of calculating the Index or in any other way materially modifies the Index (other than a modification prescribed in that formula or method to maintain the Index in the event of changes in constituent securities and capitalisation and other routine events);

"Index Sponsor" means either (x) the index sponsor specified in the relevant Final Terms or such other corporation or entity as determined by the Calculation Agent that (a) is responsible for setting and reviewing the rules and procedures and the methods of calculation and adjustments, if any, related to the Index and (b) announces (directly or through an agent) the level of the Index on a regular basis during each Scheduled Trading Day, failing whom such person acceptable to the Calculation Agent who calculates and announces the Index or any agent or person acting on behalf of such person or (y) if no such index sponsor is specified in the relevant Final Terms, then the corporation or entity as determined by the Calculation Agent that (a) is responsible for setting and reviewing the rules and procedures and the methods of calculation and adjustments, if any, related to the Index and (b) announces (directly or through an agent) the level of the Index on a regular basis during each Scheduled Trading Day, failing whom such person acceptable to the Calculation Agent who calculates and announces the Index or any agent or person acting on behalf of such person;

"Initial Averaging" means, if specified as being applicable in the relevant Final Terms, that the Initial Index Level will be determined on the basis of the average of the level of the relevant Index over certain Initial Averaging Dates;

"Initial Averaging Date" means, subject to adjustment in accordance with Term 2 (Disrupted Days) below, (i) each of the dates specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day; or (ii) if Initial Averaging Period is specified in the Final Terms as being applicable, each Scheduled Trading Day in the Initial Averaging Period;

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

"Initial Averaging Start Date" means the date specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Initial Averaging End Date" means the date specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Initial Index Level" means (i) if Initial Averaging is applicable, (a) the daily arithmetic average of the level of the relevant Index as calculated and published by the Index Sponsor at the Valuation Time on each Initial Averaging Date, (ii) if Best Strike is applicable the highest level of the relevant Index published by the Index Sponsor as of: (A) the Valuation time per each Scheduled Trading Day or (B) if Constant Monitoring is applicable, at any time on each Schedule Trading Day, in the period from and including the Strike Start Date to and including the Strike End Date each as specified in the relevant Final Terms, or (iii) otherwise the level of the relevant Index on the Strike Date, as calculated and published by the Index Sponsor, as determined by the Calculation Agent and specified in the relevant Final Terms;

"Market Disruption Event" means the occurrence or existence on any Scheduled Trading Day of (i) a Trading Disruption or (ii) an Exchange Disruption, which in either case the Calculation Agent determines in its sole discretion is material at any time during the one hour period that ends at the relevant Valuation Time or (iii) an Early Closure, provided that, if "Multi-Exchange Index" is specified in the relevant Final Terms, the securities comprised in the Index in respect of which an Early Closure, an Exchange Disruption and/or a Trading Disruption occurs or exists amount, in the determination of the Calculation Agent, in aggregate to 20 per cent. or more of the level of the Index. For the purpose of determining whether a Market Disruption Event exists at any time in respect of a security included in the Index at any time, then the relevant percentage contribution of that security to the level of the Index shall be based on a comparison of (x) the portion of the level of the Index attributable to that security and (y) the overall level of the Index, in each case immediately before the occurrence of such Market Disruption Event, as determined by the Calculation Agent, all as determined by the Calculation Agent;

"Multi-Exchange Index", if applicable, means an Index in which the components of the Index are traded on more than one exchange, as such term is used in the definition of Disrupted Day, Exchange Disruption, Market Disruption Event, Scheduled Trading Day and Trading Disruption;

"Non Multi-Exchange Index", if applicable, means an Index in which the components of the Index are not traded on more than one exchange, as such term is used in the definition of Disrupted Day, Exchange Disruption, Market Disruption Event, Scheduled Trading Day and Trading Disruption;

"Observation Date" means each date, if any, specified as such in the relevant Final Terms, or if any such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, in each case subject to Term 2 (Disrupted Days) below;

"Observation Period" has the meaning given to it in the relevant Final Terms;

"Related Exchange" means each exchange or quotation system as the Calculation Agent determines on which trading has a material effect (as determined by the Calculation Agent) on the overall market for futures or options contracts relating to the Index, or such other options or futures exchange(s) as the Issuer shall (acting on the instructions of the Calculation Agent) select, any transferee or successor to any such exchange or quotation system or any substitute exchange or quotation system to which trading in futures or options contracts relating to the Index has temporarily relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to the futures or options contracts relating to the Index on such temporary substitute exchange or quotation system as on the original Related Exchange);

"Scheduled Closing Time" means in respect of the relevant Exchange(s) or a Related Exchange and a Scheduled Trading Day, the scheduled weekday closing time of the relevant Exchange(s) or such Related Exchange on such Scheduled Trading Day, without regard to after hours or any other trading outside of the regular trading session hours;

"Scheduled Trading Day" means (i) if "Multi-Exchange Index" is specified in the relevant Final Terms, any day on which the Index Sponsor is scheduled to publish the level of the Index and each Related Exchange is scheduled to be open for trading for its regular trading session and (ii) if "Non Multi-Exchange Index" is specified in the relevant Final Terms, any day on which the Exchange and each Related Exchange is scheduled to be open for trading for its regular trading session;

"Single Index-Linked Warrants Currency" means the currency in which the relevant Single Index-Linked Warrants are denominated;

"Successor Index" means where the Index is (i) not calculated and announced by the Index Sponsor but is calculated and announced by a successor sponsor acceptable to the Calculation Agent or (ii) replaced by a successor index using, in the determination of the Calculation Agent, the same or a substantially similar formula for and method of calculation as used in the

calculation of the Index, such successor index or index calculated and announced by the successor sponsor;

"Trading Disruption" means any suspension of or limitation imposed on trading by an Exchange or a Related Exchange or otherwise and whether by reason of movements in price exceeding limits permitted by the relevant Exchange or the relevant Related Exchange or otherwise (i) if "Multi-Exchange Index" is specified in the relevant Final Terms, on any relevant Exchange(s) relating to any security comprised in the Index or, if "Non Multi-Exchange Index" is specified in the relevant Final Terms, on the Exchange relating to securities that comprise 20 per cent. or more of the level of the Index, or (ii) in futures or options contracts relating to the Index on a Related Exchange, all as determined by the Calculation Agent;

"Valuation Date" means the date (if any) specified as such in the relevant Final Terms or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, in each case subject to Term 2 (Disrupted Days) below; and

"Valuation Time" means the time on the relevant Valuation Date or Averaging Date, as the case may be, specified in the relevant Final Terms or, if no such time is specified, the Scheduled Closing Time on the Exchange on the relevant date. If the relevant Exchange closes prior to its Scheduled Closing Time, and the specified Valuation Time is after the actual closing time for its regular trading session, then (subject to Term 2 (Disrupted Days) below) the Valuation Time shall be such actual closing time.

2. Disrupted Days

• 2.1 If the Calculation Agent determines that any Valuation Date, any Averaging Date, any Early Exercise Valuation Date or any Observation Date, as the case may be, in respect of the Index is a Disrupted Day, then such Valuation Date, Averaging Date, Early Exercise Valuation Date or Observation Date, as the case may be, shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the eight Scheduled Trading Days immediately following the original date that, but for the determination by the Calculation Agent of the occurrence of a Disrupted Day, would have been the Valuation Date, Averaging Date, Early Exercise Valuation Date or Observation Date, as the case may be, is a Disrupted Day. In that case:
• (a) that eighth Scheduled Trading Day shall be deemed to be the Valuation Date, Averaging Date, Early Exercise Valuation Date or Observation Date, as the case may be, in respect of the Index, notwithstanding the fact that such day is a Disrupted Day; and
• (b) the Calculation Agent shall determine the Index Level on that eighth Scheduled Trading Day in accordance with the formula for and method of calculating the Index last in effect prior to the occurrence of the first Disrupted Day using the Exchange-traded or quoted price as of the Valuation Time on that eighth Scheduled Trading Day of each security comprised in the Index (or, if the Calculation Agent determines that an event giving rise to a Disrupted Day has occurred in respect of a relevant security on that eighth Scheduled Trading Day, its good faith estimate of the value for the relevant security as of the Valuation Time on that eighth Scheduled Trading Day).
• 2.2 If any Averaging Date is a Disrupted Day, then, if the consequence specified in the relevant Final Terms in relation to "Averaging Date Market Disruption" is:
• (a) "Omission", then such Averaging Date will be deemed not to be a relevant Averaging Date for purposes of determining the Underlying Level or Final Index Level provided that, if through the operation of this provision no Averaging Date would occur with respect to the relevant Valuation Date, then Term 2.1 above will apply for purposes of determining the relevant level on the final Averaging Date in respect of that Valuation Date as if such final Averaging Date were a Valuation Date that was a Disrupted Day;

(b) "Postponement", then Term 2.1 above will apply for purposes of determining the relevant level on that Averaging Date as if such Averaging Date were a Valuation Date that was a Disrupted Day irrespective of whether, pursuant to such determination, that deferred Averaging Date would fall on a day that already is or is deemed to be an Averaging Date for the Single Index-Linked Warrants; or

(c) "Modified Postponement", then:

• (i) the Averaging Date shall be the first succeeding Valid Date in relation to such Index. If the first succeeding Valid Date in relation to Index has not occurred as of the Valuation Time on the eighth Scheduled Trading Day immediately following the Scheduled Final Averaging Date, then (1) that eighth Scheduled Trading Day shall be deemed to be the Averaging Date (irrespective of whether that eighth Scheduled Trading Day is already an Averaging Date) in relation to such Index; and (2) the Calculation Agent shall determine the relevant level for that Averaging Date in accordance with Term 2.1 above; and
• (ii) "Valid Date" shall mean a Scheduled Trading Day that is not a Disrupted Day and on which another Averaging Date in respect of the relevant Valuation Date does not or is not deemed to occur.
• 2.3 Notwithstanding the provisions of any term or condition of the Single Index-Linked Warrants, if the Calculation Agent determines that a Disrupted Day has occurred on the Valuation Date and/or on any Final Averaging Date or Early Exercise Valuation Date, the Expiry Date or (as the case may be) Early Exercise Date shall be postponed to the date that is two Business Days following the postponed Valuation Date, Final Averaging Date or Early Exercise Valuation Date, as the case may be.
• 2.4 For the avoidance of doubt, no additional amounts shall be payable in respect of the postponement of any payment of the Cash Settlement Amount or (as the case may be) the Early Exercise Cash Settlement Amount in accordance with this Term 2 (Disrupted Days).
• 2.5 The Calculation Agent, on behalf of the Issuer, shall give notice to the holders of the Single Index-Linked Warrants (copied to the Issuer) of the occurrence of a Disrupted Day if it results in the postponement of any payment in respect of the Single Index-Linked Warrants.

3. Adjustments, Consequences of Certain Events and Currency

3.1 Index Modification, Index Cancellation and/or Index Disruption

If the Calculation Agent determines that an Index Modification, Index Cancellation or Index Disruption has occurred or any other event or events occur which the Calculation Agent determines necessitate(s) an adjustment or adjustments to any relevant term of the Single Index-Linked Warrants, the Issuer shall (acting on the instructions of the Calculation Agent) either (i) cancel each Single Index-Linked Warrant at its Fair Market Value on such date as the Issuer (acting on the instructions of the Calculation Agent) shall notify to holders of the Single Index-Linked Warrants; and/or (ii) make any adjustment or adjustments to any relevant term of the Single Index-Linked Warrants as the Calculation Agent deems necessary.

The Calculation Agent, on behalf of the Issuer, shall give notice to the holders of the Single Index-Linked Warrants of any such adjustment or exercise (copied to the Issuer).

3.2 Change of Exchange

If an Exchange is changed, the Issuer shall (acting on the instructions of the Calculation Agent) make such consequential modifications to any of the Cash Settlement Amount, Valuation Time and such other Terms of the Single Index-Linked Warrants as the Calculation Agent deems necessary.

The Calculation Agent, on behalf of the Issuer, shall give notice of such modification(s) to holders of the Single Index-Linked Warrants (copied to the Issuer).

3.3 Price Correction

In the event that any value or level published on the relevant Exchange(s) or by the Index Sponsor and which is utilised for any calculation or determination made under the Single Index-Linked Warrants is subsequently corrected and the correction is published by the relevant Exchange(s) or Index Sponsor(s) within three Business Days (or such other period specified in the relevant Final Terms) after the original publication, the Calculation Agent will determine the amount (if any) that is payable following that correction, and, to the extent necessary, the Issuer will make any such adjustments to the Terms of the Single Index-Linked Warrants as the Calculation Agent determines to be appropriate to account for such correction.

The Calculation Agent, on behalf of the Issuer, shall give notice of such adjustment(s) to holders of the Single Index-Linked Warrants (copied to the Issuer).

3.4 Currency

If the Calculation Agent determines that any event occurs affecting the Single Index-Linked Warrants Currency (whether relating to its convertibility into other currencies or otherwise) which the Calculation Agent determines necessitates an adjustment or adjustments to any relevant term of the Single Index-Linked Warrants (including the date on which any amount is payable by the Issuer), the Issuer shall (acting on the instructions of the Calculation Agent) make such adjustment or adjustments to any relevant term of the Single Index-Linked Warrants as the Calculation Agent deems necessary.

The Calculation Agent shall, on behalf of the Issuer, give notice of any adjustments pursuant to this Term to holders of the Single Index-Linked Warrants (copied to the Issuer).

3.5 Additional Disruption Event

If the Calculation Agent determines that an Additional Disruption Event has occurred, the Issuer shall (acting on the instructions of the Calculation Agent) either (i) make such adjustment, if any, to any Terms of the Single Index-Linked Warrants as the Calculation Agent determines to be appropriate to account for such Additional Disruption Event, on the effective date of that adjustment (in each case as determined by the Calculation Agent) or (ii) cancel each Single Index-Linked Warrant at its Fair Market Value as at the date of exercise taking into account such Additional Disruption Event on such date as the Issuer (acting on the instructions of the Calculation Agent) shall notify to holders of the Single Index-Linked Warrants.

The Calculation Agent shall, on behalf of the Issuer, give notice of any exercise of the Single Index-Linked Warrants or determination pursuant to this Term to holders of the Single Index-Linked Warrants (copied to the Issuer).

4. Early Exercise

For the purposes of the Single Index-Linked Warrants, if "Early Exercise" is specified as being applicable in the relevant Final Terms, then unless previously exercised or cancelled, if the Calculation Agent determines that on any Early Exercise Valuation Date or during any Observation Period the Early Exercise Event has occurred, then the Calculation Agent shall promptly notify the Issuer and each Single Index-Linked Warrant will be exercisable, on the Early Exercise Date immediately following such Early Exercise Valuation Date or (in the case of the occurrence of an Early Exercise Event during an Observation Period) on the date that is three Business Days (or such other period as is specified in the relevant Final Terms) following

the occurrence of such Early Exercise Event, and in any such case the amount payable by the Issuer on the relevant Early Exercise Cash Settlement Amount Payment Date shall be an amount equal to the relevant Early Exercise Cash Settlement Amount.

The Calculation Agent shall, on behalf of the Issuer, give notice of the occurrence of any Early Exercise Event of the Single Index-Linked Warrants or determination pursuant to this Term to holders of the Single Index-Linked Warrants (copied to the Issuer).

TERMS FOR BASKET INDEX-LINKED WARRANTS

The following are additional terms and conditions (the "Terms") which will apply to Basket Index-Linked Warrants. Accordingly, the term "Terms and Conditions" when used in relation to Basket Index-Linked Warrants shall include the following Terms:

1. Definitions

For the purposes of the Terms and Conditions of the Basket Index-Linked Warrants, the following terms shall have the meanings set out below:

"Additional Disruption Event" means a Hedging Disruption and/or an Increased Cost of Hedging, as specified in the relevant Final Terms and as determined by the Calculation Agent;

"Averaging Dates" means, each of the Early Exercise Averaging Dates, the Barrier Condition Averaging Dates, the Final Averaging Dates and the Initial Averaging Dates;

"Averaging Date Market Disruption", if applicable, means the procedures specified in the relevant Final Terms for determining the consequence of an Averaging Date being a Disrupted day, as described in Term 2 (Disrupted Days) below;

"Barrier Condition Averaging" means, if specified as being applicable in the relevant Final Terms, that, for the purposes of determining whether or not the Barrier condition has been satisfied, the levels of the relevant Indices comprising the Basket will be determined by reference to the average of such levels on certain Barrier Condition Averaging Dates;

"Barrier Condition Averaging Date" means, subject to adjustment in accordance with Term 2 (Disrupted Days) below (i) each of the dates specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day; or (ii) if Barrier Condition Averaging Period is specified in the Final Terms as being applicable, each Scheduled Trading Day in the Barrier Condition Averaging Period;

"Barrier Condition Averaging End Date" means the date specified as such in the Final Terms, if such date is not a Scheduled Trading Day, the immediately preceding Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

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

"Barrier Condition Averaging Start Date" means the date specified as such in the Final Terms of, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Basket" means a basket composed of the Indices specified in the relevant Final Terms;

"Basket Index-Linked Warrants Currency" means the currency in which the relevant Basket Index-Linked Warrants are denominated;

"Change in Law" means that, on or after the Issue Date (or as otherwise set forth in the relevant Final Terms) (A) due to the adoption of or any change in any applicable law or regulation (including, without limitation, any tax law) or (B) due to the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), the Calculation Agent determines that (X) it has become illegal for the Issuer and/or any of its affiliates to hold, acquire or dispose of any Shares, or (Y) the Issuer and/or any of its affiliates will incur a materially increased cost in holding, acquiring or disposing of any Shares and/or performing its obligations under the Warrants (including, without limitation, due to any increase in tax liability, decrease in tax benefit or other adverse effect on its tax position);

"Disrupted Day" means, in respect of an Index, any Scheduled Trading Day on which (i) if "Multi-Exchange Index" is specified in the relevant Final Terms, the relevant Index Sponsor fails to publish the level of the relevant Index or, if "Non Multi-Exchange Index" is specified in relation to that Index in the relevant Final Terms, the relevant Exchange fails to open for trading during its regular trading session, (ii) any Related Exchange fails to open for trading during its regular trading session or (iii) on which a Market Disruption Event has occurred, all as determined by the Calculation Agent;

"Early Closure" means, in respect of an Index, the closure on any Exchange Business Day of any relevant Exchange(s) or Related Exchange(s) prior to its/their Scheduled Closing Time unless such earlier closing time is announced by such Exchange(s) or Related Exchange(s) at least one hour prior to the earlier of (i) the actual closing time for the regular trading session on such Exchange(s) or Related Exchange(s) on such Exchange Business Day and (ii) the submission deadline for orders to be entered into the relevant Exchange(s) or such Related Exchange(s) system(s) for execution at the Valuation Time on such Exchange Business Day, all as determined by the Calculation Agent;

"Early Exercise Averaging" means, if specified as being applicable in the relevant Final Terms, that, for the purposes of determining whether an Early Exercise Event has occurred, the levels of the relevant Indices comprising the Basket will be determined by reference to the average of such levels on certain Early Exercise Averaging Dates;

"Early Exercise Averaging Date" means, subject to adjustment in accordance with Term 2 (Disrupted Days) below, (i) each of the dates specified as such in the Final Terms, or, if any such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, or (ii) if Early Exercise Averaging Period is specified in the Final Terms as being applicable, each Scheduled Trading Day in the Early Exercise Averaging Period;

"Early Exercise Averaging End Date" means the date specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Early Exercise Averaging Period" means the period from and including the Early Exercise Averaging Start Date to but including the Early Exercise End Date;

"Early Exercise Averaging Start Date" means the date specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Early Exercise Cash Settlement Amount" means, if "Early Exercise" is specified as being applicable in the relevant Final Terms, an amount specified as such in the relevant Final Terms, as determined by the Calculation Agent;

"Early Exercise Cash Settlement Amount Payment Date" means the date that is two Business Days following the Early Exercise Date;

"Early Exercise Date(s)" means, if "Early Exercise" is specified as being applicable in the relevant Final Terms, each of the date(s) specified as such in the relevant Final Terms, or if any such date is not a Business Day, the next following Business Day subject in each case to adjustment in accordance with Term 2 (Disrupted Days) below;

"Additional Disruption Event" means a Hedging Disruption and/or an Increased Cost of Hedging, as specified in the relevant Final Terms and as determined by the Calculation Agent;

"Early Exercise Event" means, (i) if "Early Exercise Averaging " is specified as being applicable in the relevant Final Terms, that the weighted average of the daily arithmetic average of the levels of the relevant Indices comprising the Basket as of the Valuation Time on each Early Exercise Averaging Date is greater than the relevant Early Exercise Level(s), or (ii) otherwise that the weighted average of the levels of the Indices comprising the Basket as of the Valuation Time, or (if Constant Monitoring is specified as applicable in the relevant Final Terms) at any time on the applicable Early Exercise Valuation Date is greater than the relevant Early Exercise Level as determined by the Calculation Agent;

"Early Exercise Level(s)" means, if "Early Exercise" is specified as being applicable in the relevant Final Terms, the Index Level(s) specified as such or otherwise determined in the relevant Final Terms;

"Early Exercise Valuation Date(s)" means, if "Early Exercise" is specified as being applicable in the relevant Final Terms, each of the date(s) specified as such in the relevant Final Terms or, if any such Early Exercise Valuation Date is not a Scheduled Trading Day, the next following Scheduled Trading Day, in each case subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Exchange(s)" means, in respect of an Index, if "Non Multi-Exchange Index" is specified in relation to that Index in the relevant Final Terms, the Exchange specified for such Index in the relevant Final Terms and, if "Multi-Exchange Index" is specified in relation to that Index in the relevant Final Terms, in respect of any securities comprised in such Index, the stock exchanges (from time to time) on which in the determination of the Calculation Agent such securities are listed for the purposes of such Index or any successor to any such exchange or quotation system or any substitute exchange or quotation system to which trading in the securities comprised in the relevant Index has temporarily been relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to the securities underlying such Index on such successor or substitute exchange or quotation system as on the original Exchange);

"Exchange Business Day" means, in respect of an Index, any Scheduled Trading Day on which the relevant Exchange(s) and each Related Exchange are open for trading during their respective regular trading sessions, notwithstanding any such Exchange(s) or Related Exchange(s) closing prior to its/their Scheduled Closing Time, as determined by the Calculation Agent;

"Exchange Disruption" means, in respect of an Index, any event (other than an Early Closure) that disrupts or impairs (as determined by the Calculation Agent) the ability of market participants in general (i) to effect transactions in, or obtain market values for, (x) if "Multi-Exchange Index" is specified in relation to that Index in the relevant Final Terms any security comprised in such Index on any relevant Exchange and (y) if "Non Multi-Exchange Index" is specified in relation to that Index in the relevant Final Terms, securities that comprise 20 per cent. or more of the level of such Index on the relevant Exchange or (ii) to effect transactions in, or obtain market values for, futures or options contracts relating to such Index on any relevant Related Exchange;

"Final Averaging" means, if specified as being applicable in the relevant Final Terms, that the Final Index Level will be determined on the basis of the average of the levels of the relevant Indices comprising the Basket over certain Final Averaging Dates;

"Final Averaging Date" means, subject to adjustment in accordance with Term 2 (Disrupted Days) below, (i) each of the dates specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the immediately preceding Scheduled Trading Day; or (ii) if Final Averaging Period is specified in the Final Terms as being applicable, each Scheduled Trading Day in the Final Averaging Period;

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

"Final Averaging Start Date" means the date specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Final Averaging End Date" means the date specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the immediately preceding Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Final Index Level" means, (i) if Final Averaging is specified as applicable in the relevant Final Terms, the daily weighted arithmetic average of the arithmetic mean of the levels of the relevant Indices comprising the Basket, each as calculated and published by the relevant Index Sponsor, as of each relevant Valuation Time on each relevant Final Averaging Date, (ii) otherwise, the weighted average of the levels of the relevant Indices comprising the Basket, each as calculated and published by the relevant Index Sponsor, as of the Valuation Time on the Valuation Date, as determined by the Calculation Agent;

"Hedging Disruption" means that the Issuer and/or any of its affiliates is unable, after using commercially reasonable efforts, to (A) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the equity/index price risk in respect of the Issuer performing its obligations with respect to the Warrants, or (B) realise, recover or remit the proceeds of any such transaction(s) or asset(s);

"Increased Cost of Hedging" means that the Issuer and/or any of its affiliates would incur a materially increased (as compared with circumstances existing on the Issue Date) amount of tax, duty, expense or fee (other than brokerage commissions) to (A) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the equity/index price risk of the Issuer performing its obligations with respect to the Warrants, or (B) realise, recover or remit the proceeds of any such transaction(s) or asset(s), provided that any such materially increased amount that is incurred solely due to the deterioration of the creditworthiness of the Issuer or any of its affiliates shall not be deemed an Increased Cost of Hedging;

"Index" means one of the indices specified in the definition of Basket or any Successor Index, and "Indices" means all such indices together;

"Index Cancellation" means, in respect of an Index, the Index Sponsor in respect of such Index cancels the Index and no Successor Index exists;

"Index Disruption" means, in respect of an Index, the Index Sponsor in respect of such Index fails to calculate and announce the Index Level;

"Index Level" means, in respect of an Index, on any relevant Scheduled Trading Day, the level of the Index, as calculated and published by the Index Sponsor, (i) if "Constant Monitoring" is specified as being applicable in the relevant Final Terms, at any given time on such Scheduled Trading Day or (ii) if "Official Closing Level Only" is specified as being applicable in the relevant Final Terms, the official closing level of the Index on such Scheduled Trading Day;

"Index Modification" means, in respect of an Index, the relevant Index Sponsor announces that it will make (in the opinion of the Calculation Agent) a material change in the formula for or the method of calculating such Index or in any other way materially modifies such Index (other than a modification prescribed in that formula or method to maintain such Index in the event of changes in constituent securities and capitalisation and other routine events);

"Index Sponsor" means, in respect of an Index, either (x) the index sponsor specified in the relevant Final Terms or such other corporation or entity as determined by the Calculation Agent that (a) is responsible for setting and reviewing the rules and procedures and the methods of calculation and adjustments, if any, related to such Index and (b) announces (directly or through an agent) the level of such Index on a regular basis during each Scheduled Trading Day failing whom such person acceptable to the Calculation Agent who calculates and announces the relevant Index or any agent or person acting on behalf of such person or (y) if no such index sponsor is specified in the relevant Final Terms, then the corporation or entity as determined by the Calculation Agent that (a) is responsible for setting and reviewing the rules and procedures and the methods of calculation and adjustments, if any, related to such Index and (b) announces (directly or through an agent) the level of such Index on a regular basis during each Scheduled Trading Day, failing whom such person acceptable to the Calculation Agent who calculates and announces the relevant Index or any agent or person acting on behalf of such person;

"Initial Averaging" means, if specified as being applicable in the relevant Final Terms, that the Initial Index Level will be determined on the basis of the average of the levels of the relevant Indices comprising the Basket over certain Initial Averaging Dates;

"Initial Averaging Date" means, subject to adjustment in accordance with Term 2 (Disrupted Days) below, (i) each of the dates specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day; or (ii) if Initial Averaging Period is specified in the Final Terms as being applicable, each Scheduled Trading Day in the Initial Averaging Period;

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

"Initial Averaging Start Date" means the date specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Initial Averaging End Date" means the date specified as such in the Final Terms or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) below;

"Initial Index Level" means (i) if Initial Averaging is applicable, (a) the daily weighted arithmetic average of the levels of the relevant Indices comprising the Basket, each as calculated and published by the relevant Index Sponsor at the Valuation Time on each Initial Averaging Date or (ii) otherwise the weighted average of the levels of the relevant Indices comprising the Basket as of the Strike Date, each as calculated and published by the relevant Index Sponsor, as determined by the Calculation Agent and specified in the relevant Final Terms;

"Market Disruption Event" means, in respect of an Index, the occurrence or existence on any Scheduled Trading Day of (i) a Trading Disruption or (ii) an Exchange Disruption, which in either case the Calculation Agent determines in its sole discretion is material, at any time during the one hour period that ends at the relevant Valuation Time or (iii) an Early Closure, provided that, if "Multi-Exchange Index" is specified in relation to that Index in the relevant Final Terms, the securities comprised in the relevant Index in respect of which an Early Closure, an Exchange Disruption and/or a Trading Disruption occurs or exists amount, in the determination of the Calculation Agent, in aggregate to 20 per cent. or more of the level of such Index. For the purpose of determining whether a Market Disruption Event exists at any time in respect of a security included in the relevant Index at any time, then the relevant percentage contribution of that security to the level of such Index shall be based on a comparison of (x) the portion of the level of the relevant Index attributable to that security and (y) the overall level of such Index, in each case immediately before the occurrence of such Market Disruption Event, as determined by the Calculation Agent, all as determined by the Calculation Agent;

"Multi-Exchange Index", if applicable, means an Index in which the components of the Index are traded on more than one exchange, as such term is used in the definition of Disrupted Day, Exchange Disruption, Market Disruption Event, Scheduled Trading Day and Trading Disruption;

"Non Multi-Exchange Index", if applicable, means an Index in which the components of the Index are not traded on more than one exchange, as such term is used in the definition of Disrupted Day, Exchange Disruption, Market Disruption Event, Scheduled Trading Day and Trading Disruption;

"Observation Date" means, in respect of an Index, each date, if any, specified as such in the relevant Final Terms or, if any such date is not a Scheduled Trading Day in respect of such Index, the next following such Scheduled Trading Day, in each case subject to Term 2 (Disrupted Days) below;

"Observation Period" has the meaning given to it in the relevant Final Terms;

"Related Exchange" means, in respect of an Index, each exchange or quotation system as the Calculation Agent determines on which trading has a material effect (as determined by the Calculation Agent) on the overall market for futures or options contracts relating to such Index, any transferee or successor to any such exchange or quotation system or any substitute exchange or quotation system to which trading in futures or options contracts relating to such Index has temporarily relocated (provided that the Calculation Agent has determined that there

is comparable liquidity relative to the futures or options contracts relating to the relevant Index on such temporary substitute exchange or quotation system as on the original Related Exchange);

"Scheduled Closing Time" means in respect of an Exchange or a Related Exchange and a Scheduled Trading Day, the scheduled weekday closing time of such Exchange or such Related Exchange on such Scheduled Trading Day, without regard to after hours or any other trading outside of the regular trading session hours;

"Scheduled Trading Day" means, in respect of an Index, (i) if "Multi-Exchange Index" is specified in relation to that Index in the relevant Final Terms, any day on which the relevant Index Sponsor is scheduled to publish the level of such Index and each Related Exchange is scheduled to be open for trading for its regular trading session and (ii) if "Non Multi-Exchange Index" is specified in relation to that Index in the relevant Final Terms, any day on which each relevant Exchange and each Related Exchange is scheduled to be open for trading for its regular trading session;

"Successor Index" means, in respect of an Index, where such Index is (i) not calculated and announced by the relevant Index Sponsor but is calculated and announced by a successor sponsor acceptable to the Calculation Agent or (ii) replaced by a successor index using, in the determination of the Calculation Agent, the same or a substantially similar formula for and method of calculation as used in the calculation of the relevant Index, such successor index or index calculated and announced by the successor sponsor;

"Trading Disruption" means, in respect of an Index, any suspension of or limitation imposed on trading by a relevant Exchange or a Related Exchange or otherwise and whether by reason of movements in price exceeding limits permitted by the relevant Exchange or relevant Related Exchange or otherwise (i) if "Multi-Exchange Index" is specified in relation to that Index in the relevant Final Terms, on any relevant Exchange(s) relating to any security comprised in the relevant Index or, if "Non Multi-Exchange Index" is specified in relation to that Index in the relevant Final Terms, on the Exchange relating to securities that comprise 20 per cent. or more of the level of the relevant Index, or (ii) in futures or options contracts relating to the Index on any relevant Related Exchange, all as determined by the Calculation Agent;

"Valuation Date" means the date (if any) specified as such in the relevant Final Terms or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, in each case subject to Term 2 (Disrupted Days) below; and

"Valuation Time" means the time on the relevant Valuation Date or Averaging Date, as the case may be, specified in the relevant Final Terms or, if no such time is specified, the Scheduled Closing Time on the Exchange on the relevant date. If a relevant Exchange closes prior to its Scheduled Closing Time, and the specified Valuation Time is after the actual closing time for its regular trading session, then (subject to Term 2 (Disrupted Days) below) the Valuation Time shall be such actual closing time.

2. Disrupted Days

• 2.1 If the Calculation Agent determines that any Valuation Date, any Averaging Date, any Early Exercise Valuation Date or any Observation Date, as the case may be, is a Disrupted Day in respect of an Index, then such Valuation Date, Averaging Date, Early Exercise Valuation Date or Observation Date, as the case may be, for such Index shall be the first succeeding Scheduled Trading Day in respect of such Index that is not a Disrupted Day, unless each of the eight Scheduled Trading Days immediately following the original date that, but for the determination by the Calculation Agent of the occurrence of a Disrupted Day, would have been the Valuation Date, Averaging Date, Early Exercise Valuation Date or Observation Date, as the case may be, is a Disrupted Day for such Index. In that case:
• (a) that eighth Scheduled Trading Day shall be deemed to be the Valuation Date, Averaging Date, Early Exercise Valuation Date or Observation Date, as the case

may be, for such Index, notwithstanding the fact that such day is a Disrupted Day; and

• (b) the Calculation Agent shall determine the Index Level of such Index on that eighth Scheduled Trading Day in accordance with the formula for and method of calculating such Index last in effect prior to the occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the Valuation Time on that eighth Scheduled Trading Day of each security comprised in the relevant Index (or, if the Calculation Agent determines that an event giving rise to a Disrupted Day has occurred in respect of a relevant security on that eighth Scheduled Trading Day, its good faith estimate of the value for the relevant security as of the Valuation Time on that eighth Scheduled Trading Day).
• 2.2 If any Averaging Date is a Disrupted Day, then, if the consequence specified in the relevant Final Terms in relation to "Averaging Date Market Disruption" is:
• (a) "Omission", then such Averaging Date will be deemed not to be a relevant Averaging Date for purposes of determining the relevant Index Level or Final Index Level provided that, if through the operation of this provision no Averaging Date would occur with respect to the relevant Valuation Date, then Term 2.1 above will apply for purposes of determining the relevant level on the final Averaging Date in respect of that Valuation Date as if such final Averaging Date were a Valuation Date that was a Disrupted Day;
• (b) "Omission 2", then such Averaging Date will be deemed not to be a relevant Averaging Date for purposes of determining the Index Level or Final Index Level in respect of any Index provided that, if through the operation of this provision no Averaging Date would occur with respect to the relevant Valuation Date, then sub-paragraph (iii) below will apply for purposes of determining the relevant level on the final Averaging Date in respect of that Valuation Date as if such final Averaging Date were a Valuation Date that was a Disrupted Day;
• (c) "Postponement", then Term 2.1 above will apply for purposes of determining the relevant level on that Averaging Date as if such Averaging Date were a Valuation Date that was a Disrupted Day irrespective of whether, pursuant to such determination, that deferred Averaging Date would fall on a day that already is or is deemed to be an Averaging Date for the Basket Index-Linked Warrants;
• (d) "Postponement 2", then Term 2.2 above will apply for purposes of determining the relevant level on that Averaging Date as if such Averaging Date were a Valuation Date that was a Disrupted Day irrespective of whether, pursuant to such determination, that deferred Averaging Date would fall on a day that already is or is deemed to be an Averaging Date for the Index-Linked Warrants; or

(e) "Modified Postponement", then:

(i) the Averaging Date for each Index not affected by the occurrence of a Disrupted Day shall be the day specified in the relevant Final Terms as an Averaging Date in relation to the relevant Valuation Date (the "Scheduled Averaging Date") and the Averaging Date for an Index affected by the occurrence of a Disrupted Day shall be the first succeeding Valid Date in relation to such Index. If the first succeeding Valid Date in relation to such Index has not occurred as of the Valuation Time on the eighth Scheduled Trading Day immediately following the Scheduled Averaging Date, then (1) that eighth Scheduled Trading Day shall be deemed to be the Averaging Date (irrespective of whether that eighth Scheduled Trading Day is already an Averaging Date) in relation

to such Index; and (2) the Calculation Agent shall determine the relevant level for that Averaging Date in accordance with Term 2.1 above; and

(ii) "Valid Date" shall mean a Scheduled Trading Day that is not a Disrupted Day and on which another Averaging Date in respect of the relevant Valuation Date does not or is not deemed to occur;

(f) "Modified Postponement 2", then:

• (i) such Averaging Date in respect of each Index shall be the first succeeding Valid Date which is a Valid Date in relation to each Index. If the first succeeding Valid Date which is a Valid Date in relation to each Index has not occurred as of the Valuation Time on the eighth Scheduled Trading Day which is a Scheduled Trading Day in respect of each Index immediately following the originally scheduled Averaging Date, then (1) that eighth Scheduled Trading Day shall be deemed to be the Averaging Date (irrespective of whether that eighth Scheduled Trading Day which is a Scheduled Trading Day in respect of each Index is already an Averaging Date) in relation to each Index; and (2) the Calculation Agent shall determine the relevant level for that Averaging Date in accordance with sub-paragraph (iii)(2) below; and
• (ii) "Valid Date" shall mean a Scheduled Trading Day in respect of a Index that is not a Disrupted Day and on which another Averaging Date in respect of the relevant Valuation Date does not or is not deemed to occur; or
• (g) "Preceding", then such Averaging Date will be the immediately preceding day that is a Scheduled Trading Day for such Index that is not a Disrupted Day and on which another Averaging Date has not or is deemed to have not occurred; or
• (h) "Preceding 2", then, in respect of each Index, such Averaging Date will be the immediately preceding day that is a Scheduled Trading Day for each Index that is not a Disrupted Day and on which another Averaging Date has not or is deemed to have not occurred;
• 2.3 If the Calculation Agent determines that any Averaging Date or Valuation Date is a Disrupted Day in respect of any Index, then such Averaging Date or Valuation Date in respect of each Index shall be the first succeeding day which is a Scheduled Trading Day in respect of each Index that is not a Disrupted Day in respect of any Index, unless each of the eight Scheduled Trading Days which are Scheduled Trading Days in respect of each Index immediately following the original date that, but for the determination by the Calculation Agent of the occurrence of a Disrupted Day, would have been such Averaging Date or Valuation Date, are Disrupted Days for any Index. In that case:
• (a) that eighth Scheduled Trading Day which is a Scheduled Trading Day in respect of each Index shall be deemed to be such Averaging Date or Valuation Date for each Index, notwithstanding the fact that such day is a Disrupted Day; and
• (b) in relation to each Index for which such Scheduled Trading Day is a Disrupted Day, the Calculation Agent shall determine the Index Level of each Index on that eighth Scheduled Trading Day which is a Scheduled Trading Day in respect of each Index in accordance with the formula for and method of calculating each such Index last in effect prior to the occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the Valuation Time on that eighth Scheduled Trading Day which is a Scheduled Trading Day in respect of each Index of each security comprised in the relevant Index (or, if the Calculation Agent determines that an event giving rise to a Disrupted Day has occurred in respect of a relevant security on that eighth Scheduled Trading Day which is a Scheduled Trading Day in respect of each Index, its good faith estimate of the

value for the relevant security as of the Valuation Time on that eighth Scheduled Trading Day which is a Scheduled Trading Day in respect of each Index).

• 2.4 Notwithstanding the provisions of any term or condition of the Basket Index-Linked Warrants, if the Calculation Agent determines that a Disrupted Day has occurred on the Valuation Date and/or on any Final Averaging Date or Early Exercise Valuation Date, the Expiry Date or (as the case may be) Early Exercise Date shall be postponed to the date that is two Business Days following the postponed Valuation Date, Final Averaging Date or Early Exercise Valuation Date, as the case may be.
• 2.5 For the avoidance of doubt, no additional amounts shall be payable in respect of the postponement of any payment of the Cash Settlement Amount or (as the case may be) the Early Exercise Cash Settlement Amount in accordance with this Term 2 (Disrupted Days).
• 2.6 The Calculation Agent, on behalf of the Issuer, shall give notice to the holders of the Basket Index-Linked Warrants (copied to the Issuer) of the occurrence of a Disrupted Day if it results in the postponement of any payment in respect of the Basket Index-Linked Warrants.

3. Adjustments, Consequences of Certain Events and Currency

3.1 Index Modification, Index Cancellation and/or Index Disruption

If the Calculation Agent determines that, in respect of any Index, an Index Modification, Index Cancellation or Index Disruption has occurred or any other event or events occur which the Calculation Agent determines necessitate(s) an adjustment or adjustments to any relevant term of the Basket Index-Linked Warrants, the Issuer shall (acting on the instructions of the Calculation Agent) either (i) settle each Basket Index-Linked Warrant at its Fair Market Value on such date as the Issuer (acting on the instructions of the Calculation Agent) shall notify to holders of the Basket Index-Linked Warrants; and/or (ii) make any adjustment or adjustments to any relevant term of the Basket Index-Linked Warrants as the Calculation Agent deems necessary.

The Calculation Agent, on behalf of the Issuer, shall give notice to the holders of the Basket Index-Linked Warrants of any such adjustment or exercise (copied to the Issuer).

3.2 Change of Exchange

If an Exchange is changed, the Issuer shall (acting on the instructions of the Calculation Agent) make such consequential modifications to the Cash Settlement Amount, Valuation Time and such other Terms of the Basket Index-Linked Warrants as the Calculation Agent deems necessary.

The Calculation Agent, on behalf of the Issuer, shall give notice of such modification(s) to holders of the Basket Index-Linked Warrants (copied to the Issuer).

3.3 Price Correction

In the event that any value or level published on any relevant Exchange or by any relevant Index Sponsor in respect of an Index and which is utilised for any calculation or determination made under the Basket Index-Linked Warrants is subsequently corrected and the correction is published by the relevant Exchange or the relevant Index Sponsor within three Business Days (or such other period as specified in the relevant Final Terms) after the original publication, the Calculation Agent will determine the amount (if any) that is payable following that correction, and, to the extent necessary, the Issuer will make such adjustments to the Terms of the Basket Index-Linked Warrants as the Calculation Agent determines to be appropriate to account for such correction.

The Calculation Agent, on behalf of the Issuer, shall give notice of such adjustment(s) to holders of the Basket Index-Linked Warrants (copied to the Issuer).

3.4 Currency

If the Calculation Agent determines that any event occurs affecting the Basket Index-Linked Warrants Currency (whether relating to its convertibility into other currencies or otherwise) which the Calculation Agent determines necessitates an adjustment or adjustments to any relevant term of the Basket Index-Linked Warrants, the Issuer shall (acting on the instructions of the Calculation Agent) make such adjustment or adjustments to the any relevant term of the Basket Index-Linked Warrants as the Calculation Agent deems necessary.

The Calculation Agent, on behalf of the Issuer, shall give notice to the holders of the Basket Index-Linked Warrants of any such adjustment (copied to the Issuer).

3.5 Additional Disruption Event

If the Calculation Agent determines that an Additional Disruption Event has occurred, the Issuer shall (acting on the instructions of the Calculation Agent) either (i) make such adjustment, if any, to any Terms of the Basket Index-Linked Warrants as the Calculation Agent determines to be appropriate to account for such Additional Disruption Event, on the effective date of that adjustment (in each case as determined by the Calculation Agent) or (ii) settle each Basket Index-Linked Warrant at its Fair Market Value as at the date of exercise taking into account such Additional Disruption Event on such date as the Issuer (acting on the instructions of the Calculation Agent) shall notify to holders of the Basket Index-Linked Warrants.

The Calculation Agent shall, on behalf of the Issuer, give notice of any exercise of the Basket Index-Linked Warrants or determination pursuant to this Term to holders of the Basket Index-Linked Warrants (copied to the Issuer).

4. Early Exercise

For the purposes of the Basket Index-Linked Warrants, if "Early Exercise" is specified as being applicable in the relevant Final Terms, then unless previously exercised or cancelled, if the Calculation Agent determines that on any Early Exercise Valuation Date or during any Observation Period the Early Exercise Event has occurred, then the Calculation Agent shall promptly notify the Issuer and each Basket Index-Linked Warrant will be exercisable, on the Early Exercise Date immediately following such Early Exercise Valuation Date or (in the case of the occurrence of an Early Exercise Event during an Observation Period) on the date that is three Business Days (or such other period as is specified in the relevant Final Terms) following the occurrence of such Early Exercise Event, and in any such case the amount payable by the Issuer on the relevant Early Exercise Cash Settlement Amount Payment Date shall be an amount equal to the relevant Early Exercise Cash Settlement Amount.

The Calculation Agent shall, on behalf of the Issuer, give notice of the occurrence of any Early Exercise Event of the Basket Index-Linked Warrants or determination pursuant to this Term to holders of the Basket Index-Linked Warrants (copied to the Issuer).

ADDITIONAL PROVISIONS NOT REQUIRED BY THE SECURITIES NOTE RELATING TO THE UNDERLYING

Statements regarding the Reference Entity: [Applicable – [name of Reference Entity]/[Not applicable]

[STATEMENTS REGARDING THE REFERENCE ENTITY

The Reference Entity has not sponsored or endorsed the Warrants or the related plan in any way, nor has it undertaken any obligation to perform any regulated activity in relation to the Warrants or the related plan.]

Statements Regarding the FTSE 100 Index: [Applicable/Not applicable]

[STATEMENTS REGARDING THE FTSE™ 100 INDEX AND FTSE™ ALL-WORLD INDEX

The Warrants are not sponsored, endorsed or promoted by the FTSE ("FTSE") or by The London Stock Exchange plc (the "Exchange") or by The Financial Times Limited ("FT") and neither FTSE or Exchange or FT makes any warranty or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of the FTSE™ 1 Index (the "Index") and/or the figure at which the said Index stands at any particular time on any particular day or otherwise. The Index is compiled and calculated solely by FTSE. However, neither FTSE or Exchange or FT shall be liable (whether in negligence or otherwise) to any person for any error in the Index and neither FTSE or Exchange or FT shall be under any obligation to advise any person of any error therein.

"FTSETM" and "FootsieTM" are trademarks of The London Stock Exchange plc and The Financial Times Limited and are used by FTSE International Limited under licence.

(Source: The Financial Times Limited)]

Statements regarding the S&P 500 Index: [Applicable/Not applicable]

[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 TO, ORAL OR WRITTEN COMMUNICATIONS (INCLUDING ELECTRONIC 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 Investec Bank plc.

(Source: Standard & Poor's)]

Statements regarding the Euro Stoxx Index: [Applicable/Not applicable]

[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 other than the licensing of the Euro STOXX® 50 Index and the related trademarks for use in connection with the Warrants.

STOXX and its Licensors do not:

• sponsor, endorse, sell or promote the Warrants;
• recommend that any person invest in the Warrants or any other securities;
• have any responsibility or liability for or make any decisions about the timing, amount or pricing of the Warrants;
• have any responsibility or liability for the administration, management or marketing of the Warrants;
• consider the needs of the Warrants or the owners of the Warrants in determining, composing or calculating the Euro STOXX® 50 Index or have any obligation to do so.

STOXX and its Licensors will not have any liability in connection with the Warrants. Specifically,

• STOXX and its Licensors do not make any warranty, express or implied and disclaim any and all warranty about:
• the results to be obtained by the Warrants, the owner of the Warrants 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;
• the accuracy or completeness of the Euro STOXX® 50 Index and its data;
• 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 Warrants or any other third parties.

(Source: STOXX)]

Statements regarding the MSCI Emerging Markets Index: [Applicable/Not applicable]

[STATEMENTS REGARDING THE MSCI EMERGING MARKETS INDEX AND MSCI WORLD INDEX

The Warrants are not sponsored, endorsed, sold or promoted by MSCI inc. ("MSCI"), any affiliate of MSCI or any other party involved in, or related to, making or compiling any MSCI Index. The MSCI Indexes are the exclusive property of MSCI. MSCI and the MSCI Index names are service mark(s) of MSCI or its affiliates and have been licensed for use for certain purposes by Investec Bank plc. Neither MSCI, any of its affiliates nor any other party involved in, or related to, making or compiling any MSCI Index makes any representation or warranty, express or implied, to the owners of this financial product or any member of the public regarding the advisability of investing in financial securities generally or in this financial product particularly or the ability of any MSCI Index to track corresponding stock market performance. MSCI or its affiliates are the licensors of certain trademarks, service marks and trade names and of the MSCI Indexes which are determined, composed and calculated by MSCI without regard to this financial product or the issuer or owner of this financial product. Neither MSCI, any of its affiliates nor any other party involved in, or related to, making or compiling any MSCI Index has any obligation to take the needs of the issuers or owners of this financial product into consideration in determining, composing or calculating the MSCI Indexes. Neither MSCI, its affiliates nor any other party involved in, or related to, making or compiling any MSCI Index is responsible for or has participated in the determination of the timing of, prices at, or quantities of this financial product to be issued or in the determination or calculation of the equation by which this financial product is settled in return for cash. Neither MSCI, any of its affiliates nor any other party involved in, or related to, the making or compiling any MSCI Index has any obligation or liability to the owners of this financial product in connection with the administration, marketing or offering of this financial product. Although MSCI shall obtain information for inclusion in or for use in the calculation of the MSCI Indexes from sources which MSCI considers reliable, neither MSCI, any of its affiliates nor any other party involved in, or related to making or compiling any MSCI Index warrants or guarantees the originality, accuracy and/or the completeness of any MSCI Index or any data included therein. Neither MSCI, any of its affiliates nor any other party involved in, or related to, making or compiling any MSCI Index makes any warranty, express or implied, as to results to be obtained by licensee, licensee's customers or counterparties, issuers of the financial securities, owners of the financial securities, or any other person or entity, from the use of any MSCI Index or any data included therein in connection with the rights licensed hereunder or for any other use. Neither MSCI, any of its affiliates nor any other party involved in, or related to, making or compiling any MSCI Index shall have any liability for any errors, omissions or interruptions of or in connection with any MSCI Index or any data included therein. Further, neither MSCI, any of its affiliates nor any other party involved in, or related to, making or compiling any MSCI Index makes any express or implied warranties of any kind, and MSCI, any of its affiliates and any other party involved in, or related to making or compiling any MSCI Index hereby expressly disclaim all warranties of merchantability or fitness for a particular purpose, with respect to any MSCI Index and any data included therein. Without limiting any of the foregoing, in no event shall MSCI, any of its affiliates or any other party involved in, or related to, making or compiling any MSCI Index have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.

No purchaser, seller or holder of the Warrants, or any other person or entity, should use or refer to any MSCI trade name, trademark or service mark to sponsor, endorse, market or promote this product without first contacting MSCI to determine whether MSCI's permission is required. Under no circumstances may any person or entity claim any affiliation with MSCI without the prior written permission of MSCI.

(Source: MSCI Inc.)]

[STATEMENTS REGARDING THE HANG SENG CHINA ENTERPRISES (HSCEI) INDEX]

"The Hang Seng China Enterprises Index (for the purpose of this section, the "Index") is published and compiled by HSI Services Limited pursuant to a license from Hang Seng Data Services Limited. The mark and name "Hang Seng China Enterprises Index" ("HSCEI") is proprietary to Hang Seng Data Services Limited. HSI Services Limited and Hang Seng Data Services Limited have agreed to the use of, and reference to, the Index by Investec Bank plc in

connection with the Warrants referencing the Index (for the purpose of this section, the "Product"), BUT NEITHER HSI SERVICES LIMITED NOR HANG SENG DATA SERVICES LIMITED WARRANTS OR REPRESENTS OR GUARANTEES TO ANY BROKER OR HOLDER OF THE PRODUCT OR ANY OTHER PERSON (i) THE ACCURACY OR COMPLETENESS OF THE INDEX AND ITS COMPUTATION OR ANY INFORMATION RELATED THERETO; OR (ii) THE FITNESS OR SUITABILITY FOR ANY PURPOSE OF THE INDEX OR ANY COMPONENT OR DATA COMPRISED IN IT; OR (iii) THE RESULTS WHICH MAY BE OBTAINED BY ANY PERSON FROM THE USE OF THE INDEX OR ANY COMPONENT OR DATA COMPRISED IN IT FOR ANY PURPOSE, AND NO WARRANTY OR REPRESENTATION OR GUARANTEE OF ANY KIND WHATSOEVER RELATING TO THE INDEX IS GIVEN OR MAY BE IMPLIED. The process and basis of computation and compilation of the Index and any of the related formula or formulae, constituent stocks and factors may at any time be changed or altered by HSI Services Limited without notice. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NO RESPONSIBILITY OR LIABILITY IS ACCEPTED BY HSI SERVICES LIMITED OR HANG SENG DATA SERVICES LIMITED (i) IN RESPECT OF THE USE OF AND/OR REFERENCE TO THE INDEX BY INVESTEC BANK PLC IN CONNECTION WITH THE PRODUCT; OR (ii) FOR ANY INACCURACIES, OMISSIONS, MISTAKES OR ERRORS OF HSI SERVICES LIMITED IN THE COMPUTATION OF THE INDEX; OR (iii) FOR ANY INACCURACIES, OMISSIONS, MISTAKES, ERRORS OR INCOMPLETENESS OF ANY INFORMATION USED IN CONNECTION WITH THE COMPUTATION OF THE INDEX WHICH IS SUPPLIED BY ANY OTHER PERSON; OR (iv) FOR ANY ECONOMIC OR OTHER LOSS WHICH MAY BE DIRECTLY OR INDIRECTLY SUSTAINED BY ANY BROKER OR HOLDER OF THE PRODUCT OR ANY OTHER PERSON DEALING WITH THE PRODUCT AS A RESULT OF ANY OF THE AFORESAID, AND NO CLAIMS, ACTIONS OR LEGAL PROCEEDINGS MAY BE BROUGHT AGAINST HSI SERVICES LIMITED AND/OR HANG SENG DATA SERVICES LIMITED in connection with the Product in any manner whatsoever by any broker, holder or other person dealing with the Product. Any broker, holder or other person dealing with the Product does so therefore in full knowledge of this disclaimer and can place no reliance whatsoever on HSI Services Limited and Hang Seng Data Services Limited. For the avoidance of doubt, this disclaimer does not create any contractual or quasi-contractual relationship between any broker, holder or other person and HSI Services Limited and/or Hang Seng Data Services Limited and must not be construed to have created such relationship."

(Source: Hang Seng Indexes Company Limited and Hang Seng Data Services Limited)

[STATEMENTS REGARDING THE JSE TOP40 INDEX]

[The [NAME OF LICENSED FUND OR LICE NSED PRODUCT] are not in any way sponsored, endorsed, sold or promoted by FTSE International Limited ("FTSE"), the London Stock Exchange Group companies ("LSEG") or JSE Limited ("JSE") (collectively the "Licensor Parties") and none of the Licensor Parties make any warranty or representation whatsoever, expressly or implied/y, either as to the results to be obtained from the use of the [NAME OF FTSE/JSE INDEX] (the "Index") and/or the figure at which the said Index stands at any particular time on any particular day or otherwise. The Index is compiled and calculated by FTSE in conjunction with the JSE. None of the Licensor Parties shall be liable (whether in negligence or otherwise) to any person for any error in the Index and none of the Licensor Parties shall be under any obligation to advise any person of any error therein.

"FTSE®" is a trade mark of LSEG, "JSE" is a trade mark of the JSE and both are used by FTSE under licence.]

[STATEMENTS REGARDING THE DEUTSCHER AKTIEN INDEX (DAX)]

The Warrants are neither sponsored nor promoted, distributed or in any other manner supported by Deutsche Börse AG (the "DBAG"). DBAG does not give any explicit or implicit warranty or representation, neither regarding the results deriving from the use of the DAX® Index, its underlying index data and/or the index trademark nor regarding the DAX® Index value at a certain point in time or on a certain date nor in any other respect. The DAX® Index and its underlying Index Data are calculated and published by DBAG. Nevertheless, as far as admissible under statutory law DBAG will not be liable vis-à-vis third parties for potential errors in the DAX® Index or its underlying index data. Moreover, there is no obligation for DBAG vis-à-vis third parties, including investors, to point out potential errors in the DAX® Index. Neither the publication of the DAX® Index by DBAG nor the granting of any right to use the DAX® Index, its underlying index data as well as the index trademark for the utilization in connection with the financial instrument or other securities or financial products, which derived from the DAX® Index, represents a recommendation by DBAG for a capital investment or contains in any manner a warranty or opinion by DBAG with respect to the attractiveness on an investment in the Warrants.

In its capacity as sole owner of all rights to the DAX® Index, its underlying index data, and the index trademark DBAG has solely granted to the Issuer the utilization of the index data and the index trademark as well as any reference to the index data and the index trademark in connection with the Warrants.

"DAX® is a registered trademark of Deutsche Börse AG and has been licensed for use by the Issuer. The Warrants are not sponsored, endorsed, sold or promoted by Deutsche Börse and Deutsche Börse makes no representation regarding the advisability of investing in the Warrants.

[STATEMENTS REGARDING THE S&P/ASX 200 (AS51) INDEX]

Standard & Poor's®", "S&P®", are trademarks of Standard & Poor's Financial Services LLC ("S&P"); Dow Jones® is a registered trade mark of Dow Jones trademark Holdings LLC ("Dow Jones"); and these trademarks have been licensed for use by S&P Dow Jones Indices LLC, Standard & Poor's®", "S&P®" are trademarks of S&P and have been licensed for use by S&P Dow Jones Indices LLC and its affiliates and sublicensed for certain purposes by Investec Bank plc. Dow Jones® is a trademark of Dow Jones and have been licensed for use by S&P Dow Jones Indices LLC and its affiliates and sublicensed for certain purposes by Investec Bank plc. The S&P ASX Index to which the Warrants referred (for the purpose of this section, the "Index") is a product of S&P Dow Jones Indices LLC and/or Australian Securities Exchange ("ASX") and has been licensed for use by Investec Bank plc. The Warrants referencing the Index (for the purpose of this section, the "Products") are not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, S&P, any of their respective affiliates (collectively, "S&P Dow Jones Indices") or ASX. Neither S&P Dow Jones Indices nor ASX makes any representation or warranty, express or implied, to the owners of Investec Bank plc's roducts or any member of the public regarding the advisability of investing in securities generally or in Investec Bank plc's roducts particularly or the ability of the Index to track general market performance. S& Dow Jones Indices' and ASX's only relationship to Investec Bank plc with respect to the Index is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or ASX. The Index is determined, composed and calculated by S&P Dow Jones Indices and/or ASX without regard to Investec Bank plc or Investec Bank plc's roducts. S& Dow Jones Indices and ASX have no obligation to take the needs of Investec Bank plc or the owners of Investec Bank plc's roducts into consideration in determining, composing or calculating the Index. Neither S&P Dow Jones Indices nor ASX are responsible for and have not participated in the determination of the prices, and amount of Investec Bank plc's roducts or the timing of the issuance or sale of Investec Bank plc's roducts or in the determination or calculation of the equation by which Investec Bank plc's Products is to be calculated. S&P Dow Jones Indices and ASX have no obligation or liability in connection with the administration, marketing or trading of Investec Bank plc's roducts There is no assurance that investment products based on the Index will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security within the Index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it considered to be investment advice.

NEITHER S&P DOW JONES INDICES NOR ASX GUARANTEES THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES AND ASX SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES AND ASX MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY INVESTEC BANK LC, OWNERS OF INVESTEC BANK LC'S RODUCTS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES OR ASX 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. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND INVESTEC BANK PLC, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.

(Source: S&P Dow Jones Indices LLC)

[STATEMENTS REGARDING THE CAC 40 INDEX]

Euronext Paris S.A. has all proprietary rights with respect to the CAC-40 Index. In no way do Euronext Paris S.A. and any direct or indirect affiliates sponsor, endorse or are otherwise involved in the issue and offering of the Warrants. Euronext Paris S.A. and any direct or indirect affiliates disclaim any liability to any party for any inaccuracy in the data on which the CAC-40 Index is based, for any mistakes, errors, or omissions in the calculation and/or dissemination of the CAC-40 Index, or for the manner in which it is applied in connection with the issue and offering thereof.

"CAC40®" and "CAC®" are registered trademarks of Euronext N.V. subsidiary: Euronext Paris S.A..

[STATEMENTS REGARDING THE NIKKEI 225 INDEX]

The Nikkei Stock Average ("Index") is an intellectual property of Nikkei Inc (formerly known as Nihon Keizai Shimbun, Inc). "Nikkei", "Nikkei Stock Average" and "Nikkei 225" are the service marks of Nikkei Inc. Nikkei Inc. reserves all the rights, including copyright, to the index. Nikkei Digital Media, Inc., a wholly owned subsidiary of Nikkei Inc. calculates and disseminates the Index under exclusive agreement with Nikkei Inc. Nikkei Inc. and Nikkei Digital Media Inc. are collectively "Index Sponsor".

The Warrants are not in any way sponsored, endorsed or promoted by the Index Sponsor. The Index Sponsor does not make any warranty or representation whatsoever, express or implied, either as to the results to be obtained as to the use of the Index or the figure as which the Index stands at any particular day or otherwise. The Index is compiled and calculated solely by the Index Sponsor. However, the Index Sponsor shall not be liable to any person for any error in the Index and the Index Sponsor shall not be under any obligation to advise any person, including a purchase or vendor of the Warrants, of any error therein.

In addition, the Index Sponsor gives no assurance regarding any modification or change in any methodology used in calculating the Index and is under no obligation to continue the calculation, publication and dissemination of the Index.

[STATEMENTS REGARDING THE TOKYO STOCK PRICE INDEX]

The copyright of "TOPIX" and other intellectual property rights related to "TOPIX" and "TOPIX Index" ("TOPIX Trademarks") are owned solely by the Tokyo Stock Exchange, Inc. and the Tokyo Stock Exchange, Inc. owns all rights relating to the TOPIX Index such as calculation, publication and use of the TOPIX Index value and relating to the TOPIX Trademarks. The Tokyo Stock Exchange, Inc. shall reserve the rights to change the methods of calculation or publication, to cease the calculation or publication of the TOPIX Index value or to change the TOPIX Trademarks or cease the use thereof.

The Tokyo Stock Exchange, Inc. makes no warranty or representation whatsoever, either as to the results stemmed from the use of the TOPIX Index value and the TOPIX Trademarks or as to the figure at which the TOPIX Index value stands on any particular day. The Tokyo Stock Exchange, Inc. gives no assurance regarding accuracy or completeness of the TOPIX Index value and data contained therein. Further, the Tokyo Stock Exchange, Inc. shall not be liable for the miscalculation, incorrect publication, delayed or interrupted publication of the TOPIX Index value. The Warrants are not in any way sponsored, endorsed or promoted by the Tokyo Stock Exchange, Inc. The Tokyo Stock Exchange, Inc. shall not bear any obligation to give an explanation of the Warrants or an advice on investments to any purchaser of the Warrants or to the public. The Tokyo Stock Exchange, Inc. neither selects specific stocks or groups thereof nor takes into account any needs of the issuing company or any purchaser of the Warrants, for calculation of the TOPIX Index. Including but not limited to the foregoing, the Tokyo Stock Exchange, Inc. shall not be responsible for any damage resulting from the issue and sale of the Warrants.

[STATEMENTS REGARDING THE BNP PARIBAS SLI ENHANCED ABSOLUTE RETURN INDEX]

[The BNP Paribas SLI Enhanced Absolute Return Index (the "Index") is the exclusive property of BNP Paribas (the "Index Sponsor"). BNP Paribas Arbitrage SNC (the "Calculation Agent") and the Index Sponsor do not guarantee the accuracy and/or completeness of the composition, calculation, publication and adjustment of the Index, any data included therein, or any data from which it is based, and the Calculation Agent and the Index Sponsor shall have no liability for any errors, omissions, or interruptions therein. The Calculation Agent and the Index Sponsor make no warranty, express or implied, as to results to be obtained from the use of the Index. The Calculation Agent and the Index Sponsor make no express or implied warranties, and expressly disclaim all warranties of merchantability or fitness for a particular purpose or use with respect to the Index or any data included therein. Without limiting any of the foregoing, in no event shall the Calculation Agent and the Index Sponsor have any liability for any special, punitive, indirect, or consequential damages (including lost profits), even if notified of the possibility of such damages.]

[STATEMENTS REGARDING THE FINVEX SUSTAINABLE EFFICIENT EUROPE 30 PRICE INDEX]

[The Finvex Sustainable Efficient Europe 30 Net Return Index, the Finvex Sustainable Efficient Europe 30 Price Index, and the Dow Jones Sustainability Europe IndexSM are calculated by S&P Dow Jones Indices LLC and its affiliates ("Calculation Agent"). The Dow Jones Sustainability Indices are a joint product of S&P Dow Jones Indices LLC and/or its affiliates and RobecoSAM AG ("RobecoSAM"). S& is a registered trademark of Standard & oor's Financial Services LLC, Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC ("Dow Jones") and RobecoSAM® is a registered trademark of Robeco Groep N.V. The trademarks have been licensed to S&P Dow Jones Indices LLC and its affiliates. Inclusion of a company within a Dow Jones Sustainability Index is not a recommendation to buy, sell, or hold such company, nor is it investment advice. Investment products based on the Dow Jones Sustainability Indices are not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, RobecoSAM, Dow Jones or their affiliates. S&P Dow Jones Indices LLC, RobecoSAM, Dow Jones or their affiliates make no representation regarding the advisability of investing in such product(s).

Finvex Group ("Finvex") is acting as Index Sponsor and Index Composition Advisor for the Finvex Sustainable Efficient Europe 30 Net Return Index (RSEURER) and the Finvex Sustainable Efficient Europe 30 Price Index (RSEURE). Any use of these indices or their name must be with the consent of the Index Sponsor. The Index's composition methodology and the composition is the exclusive intellectual property of Finvex.

The Index Sponsor and the Index Composition Advisor make no express or implied representation or warranty whether or not the Index may achieve any particular level or meet or correlate with any particular objective.

While the Calculation Agent, the Index Sponsor and the Index Composition Advisor will make reasonable efforts to ensure the accuracy of the composition, calculation and adjustment of the Index, the Calculation Agent, the Index Sponsor and the Index Composition Advisor shall have no liability in the back-dated calculation prior to the launch date or in relation to any index calculation for any error, omission, suspension or interruption in calculating the Index. Although some adjustments or calculation information have been provided by the Calculation Agent, such adjustments or calculations are based on information furnished by third parties believed to be reliable, the accuracy and completeness of such information has not been verified by the Calculation Agent.

Neither the Calculation Agent nor the Index Sponsor and the Index Composition Advisor can be held liable for any modification or change in the Index methodology used in the calculation the Index. Neither the Calculation Agent nor the Index Sponsor and the Index Composition Advisor are under obligation to continue the calculation, publication or dissemination of the Index and cannot be held liable for any suspension or interruption in the calculation, dissemination and publication of the Index.

The Calculation Agent, the Index Sponsor and the Index Composition Advisor shall not have any liability whether by wilful negligence, fraud or default in connection with the Index value at any given time. None of the Calculation Agent, the Index Sponsor and the Index Composition Advisor shall be liable whether by wilful negligence, fraud or default to any person for any error in the Index and the Index Sponsor, Calculation Agent and the Index Composition Advisor are under no obligation to advise any person of any error therein. None of the Calculation Agent, the Index Sponsor and the Index Composition Advisor can be held liable for any loss whatsoever, directly or indirectly related to the Index. Without limiting any of the foregoing, in no event shall the Index Sponsor nor the Index Composition Advisor, have any liability (whether in negligence or otherwise) to any person for any direct, indirect, special, punitive, consequential or any other damage (including lost profits) even if notified of the possibility of such damages.]

DESCRIPTION OF THE EURO 70TM LOW VOLATILITY INDEX

Introduction

Summary

The EURO 7 ™ Low Volatility Index (the "Index") is designed to track the performance of the seventy least volatile stocks of the 300 largest companies listed on specified European exchanges.

The Index has been developed by Investec Bank plc as Index Sponsor and is independently calculated, published and rebalanced by Finvex Group as Index Calculation Agent.

Strategy

The Index has been designed as a lower risk alternative to traditional European equity indices in order to deliver more stable performance. The Index tracks the performance of the 70 least volatile stocks from the 300 largest companies listed on a range of specified European exchanges. When markets are particularly volatile, the Index will disinvest from its 70 constituent stocks to ensure that risk remains low. The strategy of the Index is to outperform other European equity indices over the medium to long term, whilst reducing downside risk

Description of Selection Process

Seventy equity securities are selected on a monthly basis from a selection universe comprising the 300 most highly capitalised companies listed on the primary exchange of 15 specified European countries (the "Selection Universe"). This selection is made by applying a selection procedure designed by the Index Sponsor, which seeks to identify stable companies based on a risk analysis of the compounded returns (i.e. the cumulative effect of gains and losses on the equity securities) over various historical periods.

The selection procedure consists of several steps. Firstly, all equity securities included in the Selection Universe are screened to ensure that each potential component is an operating company. Secondly, a series of selection criteria are applied. These criteria aim to determine those securities which demonstrate the most stable risk profile.

Following the above, the seventy equity securities with the lowest perceived risk profile are chosen as the "Equity Component" of the Index for that particular month. Each equity security is equally weighted within the Equity Component of the Index. The Index tracks the performance of this basket of equity securities (each equity security included in the Equity Component being a "Component Security").

The Component Securities are equally-weighted in order to prevent a few large securities from potentially distorting the Index.

To ensure that the risk profile of the Index remains low when markets themselves are highly volatile, the Index also has a "Volatility Control". When the volatility of the Index is above a specified level, the Volatility Control reduces exposure to the Equity Component (and invests in a simulated cash component – see "Volatility Control" below) until the volatility of the Index falls back to the specified level. The Volatility Control also allows the exposure to the Equity Component to increase (up to a maximum of 100%), provided that the volatility of the Index remains below the specified level.

The Index is calculated on a daily basis, based on closing prices and is reported in EUR. The Index has been constructed retrospectively with an initial level of 1,000 as of 2 January 1998.

The Index is rebalanced monthly, and is a price return index that uses the closing price of each of the 70 Component Securities, net of dividends. There are no dividend reinvestments in the Index.

Index Construction

This section outlines the key steps followed in order to determine the composition of the Index, including selection criteria, component security weight, periodic reviews and the target volatility level (i.e. Volatility Control).

Index Base Date, Index Reference Currency and Index Base Level

The Index has the following Index Base Date, Index Reference Currency and Index Base Level:

Index	Index Base Date	Index Reference Currency	Index Base Level
EURO 7 ™ Low Volatility Index	2 January 1998	EUR	1,000

Selection Criteria

The Selection Universe consists of the equity securities issued by the 300 largest companies listed on the primary exchanges in the following geographies:

• Austria
• Belgium
• Denmark
• Finland
• France
• Germany
• Italy
• Ireland
• Netherlands
• Norway
• Portugal
• Spain
• Sweden
• Switzerland
• United Kingdom

In order to qualify as an "Eligible Security", each such equity security must satisfy the following requirements (being the "Selection Criteria"):

• must relate to an operating company;
• cannot relate to a Closed-End Fund, Exchange Traded Fund (ETF), Structured Investment Vehicle (SIV) or Royalty Trust; and
• must exhibit at least two years of price history.

The equity securities that form the Equity Component of the Index on the Index Base Date and on each Index Selection Date (see "Periodic Review" below) are selected on the following basis from amongst the Eligible Securities in the Selection Universe.

The Eligible Securities are ranked by stability, based on the analysis of risk observed via the compounded price movements of each individual equity security over various periods of between 1 and 2 years. The 70 most stable Eligible Securities on each Index Selection Date form the List of Eligible Securities (or 'LES', being the "Component Securities" that constitute the Index) for the next monthly Index Rebalancing Date and are removed from the Selection Universe for the purpose of creating the Reserve List (or "RL") (see below).

Subsequently, the 20 most stable Eligible Securities within the Selection Universe (excluding the 70 Eligible Securities within the LES) will constitute the RL. This list will be maintained for the purpose of potentially replacing the originally selected Component Securities, as required, between two Periodic Reviews (see "Periodic Review" below). A Component Security may only be replaced by a security appearing on the RL. If this is not possible, the Index Sponsor, in consultation with the Index Calculation Agent will determine in good faith the replacing Eligible Security.

The LES and the RL are determined by the Index Sponsor and the Index Calculation Agent on a monthly basis on each Index Selection Date (see "Periodic Review" below).

The Index Sponsor may take into account other criteria in order to exclude any security as an Eligible Security if, in the Index Sponsor's opinion, and in consultation with the Index Calculation Agent, it is reasonable to do so. Examples of such criteria may include, without limitation: (a) restrictions related to the holding by the Index Sponsor (or any entity of the Index Sponsor) of any Component Security, or (b) uncertainty expressed by the Index Sponsor (or any entity of the Index Sponsor) concerning the tax treatment of any holding or proposed holding of any Component Security and/or of the dividends of any Component Security.

Neither the Index Sponsor nor the Index Calculation Agent accept or shall incur any liability for inaccuracies or errors in making any such selections.

Additional changes to the LES and/or to the RL may be required further to certain corporate actions affecting issuers of equity securities within the Selection Universe or equity securities within the Selection Universe, as determined by the Index Calculation Agent together with the Index Sponsor.

Equal Component Security Weight

The weighting of the Component Securities is designed to be equal on each monthly Index Rebalancing Date.

Periodic Review

The Periodic Review is carried out in accordance with the following review timetable, using the latest available data:

Index Selection Date

means the first calendar day of each month unless such day is not a TARGET business day. If this is the case the next day which is a TARGET business day and which is not a disrupted day shall be the Index Selection Date. The Index Base Date is 2 January 1998 using data available at Close of Business on 30 December 1997. New Component Securities for the Index are determined based on the Selection Universe for each Index Selection Date.

Index Rebalancing Date

means the date which is two TARGET business days immediately following the Index Selection Date in each month. On this date the new Component Securities become the Equity Component.

Volatility Control

In order to ensure the stability of the Index, the proportion of the Index that is made up by the Equity Component (being the 70 Component Securities that constitute the Index) can be reduced in times of high volatility, in which case the remainder will be made up of a simulated 'cash' allocation (the "Cash Component") that gives no return.

Any reduction in the allocation to the Equity Component is calculated by comparing the realised volatility of the Equity Component over the previous 22 days to a fixed "Target Volatility Level". The Target Volatility Level is fixed at 8%.

The purpose of the Target Volatility Level is to limit the volatility of the Index when markets in general are highly volatile.

When the realised volatility of the Equity Component (over the previous 22 days) is higher than the Target Volatility Level, the Index will proportionally reduce exposure from the Equity Component into the Cash Component.

Conversely, the Index allocation to the Equity Component may also be increased (subject to a maximum of 100%) where the realised volatility of the Equity Component is lower than the Target Volatility Level.

This target volatility calculation is performed daily to ensure the stability of the Index, and as a result the proportions of the Equity Component and Cash Component may change on a daily basis.

Index Calculation

The composition of the Index is calculated according to the methodology outlined above. The level of the Index is calculated with reference to both the daily price movements of the 70 Component Securities and the Index proportion allocated to the Equity Component and Cash Component.

Index levels are calculated at close of business on a daily basis and are reported in EUR. Index levels for any particular day are published on the following Business Day on Bloomberg (ticker: EURO70 ) and on www.investecstructuredproducts.com

PART C – ADDITIONAL TERMS AND CONDITIONS OF THE SECURED WARRANTS WITH CREDIT-LINKAGE

The following are additional terms and conditions (the "Terms") which will apply to Secured Warrants with Credit-Linkage. Accordingly, the term "Terms and Conditions" when used in relation to Secured Warrants with Credit-Linkage shall include the following Terms:

1. SECURITY

If the relevant Final Terms specify that a Series is a Series of Secured Warrants with Credit-Linkage, then such Warrants shall have the benefit of security granted by the Issuer over a pool of collateral (the "Collateral Pool") of certain Posted Collateral and other Secured Assets, as specified in the relevant Final Terms and the Supplemental Trust Deed relating to such Series, in favour of the Trustee for the benefit of itself and the Warrantholders to secure its obligations under the Warrants in respect of such Series and any other Series of Secured Warrants with Credit-Linkage which are or will be secured by the same Collateral Pool (each a "Related Covered Series" and, together with such other Series of Secured Warrants with Credit-Linkage, the "Covered Series").

Any such security shall be created by a Supplemental Trust Deed substantially in the form scheduled to the Principal Trust Deed, with such amendments as the Issuer and the Trustee may agree from time to time. A Collateral Pool may secure the Issuer's obligations in respect of a single Series of Secured Warrants with Credit-Linkage or may be available to secure other Series of Secured Warrants with Credit-Linkage, if so specified in the relevant Final Terms and the relevant Supplemental Trust Deed.

Pursuant to the terms of the Trust Deed, the Posted Collateral in relation to all Covered Series in respect of a single Collateral Pool and the Exposure under such Covered Series will be required to be valued by the Valuation Agent on the Valuation Dates specified in the relevant Final Terms and the Supplemental Trust Deed and the Issuer may be required to post further Eligible Collateral or be entitled to request the return of any Posted Collateral based on such valuations. In addition, subject to the detailed provisions of the Trust Deed, the Issuer may be entitled to substitute Posted Collateral with other Eligible Collateral. The relevant Final Terms and the Supplemental Trust Deed may specify a Maximum Percentage in relation to any item(s) of Eligible Collateral, in which case the Issuer shall not be entitled to post such item(s) of Eligible Collateral to a Collateral Pool to the extent that it would result in the Value (as determined by the Valuation Agent) of such item(s) of Eligible Collateral, expressed as a percentage of the total Value (as determined by the Valuation Agent) of Posted Collateral in relation to such Collateral Pool, exceeding such Maximum Percentage. In addition, to the extent that the Value on a Valuation Date of any item(s) of Posted Collateral, expressed as a percentage of the total Value of Posted Collateral for such Collateral Pool, exceeds the applicable Maximum Percentage, the Issuer will be required to substitute some or all of such items of Posted Collateral with other Eligible Collateral so that such Maximum Percentage is not exceeded.

The Supplemental Trust Deed relating to a Collateral Pool (and the Final Terms of each Series of Secured Warrants with Credit-Linkage that is a Covered Series in relation to such Collateral Pool) shall specify (a) whether the Collateral Pool is to secure one Series of Secured Warrants with Credit-Linkage only or may secure more than one Series, (b) the eligible collateral (the "Eligible Collateral") and related valuation percentages (each, a "Valuation Percentage"), (c) the maximum percentage (the "Maximum Percentage") relating to each item of Eligible Collateral, (d) the valuation dates (each, a "Valuation Date"), (e) the base currency (the "Base Currency") and the eligible currencies (each, an "Eligible Currency"), (f) the minimum transfer amount (the "Minimum Transfer Amount") and (g) the independent amount (if any) (the "Independent Amount").

The Security in relation to the Collateral Pool of any Covered Series shall become immediately enforceable following an Event of Default in relation to such Covered Series, upon the Trustee giving notice to the Issuer pursuant to Condition 11 (Events of Default).

In the event that the Security created by the Trust Deed in relation to the Collateral Pool of any Covered Series becomes enforceable as provided in these Conditions and the Trust Deed, the Trustee may at its discretion, and if so requested by holders of at least one quarter in number of the Warrants of such Covered Series then outstanding or if so directed by an Extraordinary Resolution of the Warrantholders of such Covered Series shall, (subject in each case to being indemnified and/or secured and/or prefunded to its satisfaction) enforce the Security, provided, however, that the Trustee shall not be required to take any action that would involve the Trustee in any personal liability or which may be contrary to applicable laws and/or regulations. In each case, the Trustee may act without any liability as to the consequence of such action and without having regard to the effect of such action on any individual Warrantholders.

Following any enforcement of the Security in relation to the Collateral Pool of any Covered Series, the proceeds from the Secured Assets shall be held by the Trustee upon trust to be applied in the following order of priority: (a) in and towards payment of all amounts due to the Trustee, any appointee and/or any receiver in relation to such Covered Series and any Related Covered Series, (b) in and towards payment of all Cash Settlement Amounts to the Warrantholders of such Covered Series and any Related Covered Series on a pari passu and pro rata basis according to the amount due to be paid to each Warrantholder, and (c) the balance (if any) to the Issuer.

2. ADDITIONAL EVENTS OF DEFAULT

The following events shall constitute additional Events of Default in relation to Secured Warrants with Credit-Linkage:

• (i) default is made in the payment of any amounts due in respect of any Related Covered Series or any of them and the default continues for a period of 7 days; or
• (ii) the Issuer fails to:
• (A) make, when due, any transfer of Eligible Collateral required to be made by it in relation to the related Collateral Pool and that failure continues for 7 days after notice of such failure is given to it by the Trustee; or
• (B) perform any other of its obligations under the Trust Deed in relation to the Collateral Pool relating to such Warrants and such failure continues for 45 days after notice of such failure is given to it by the Trustee.

3. ADDITIONAL DEFINITIONS APPLICABLE TO SECURED WARRANTS WITH CREDIT-LINKAGE

The following definitions are only applicable to a Series of Secured Warrants with Credit-Linkage issued under the Programme:

"Base Currency", in relation to any Collateral Pool, has the meaning specified in the Security Documents relating to such Collateral Pool;

"Base Currency Equivalent" means, with respect to the Valuation Time in respect of a Valuation Date, in the case of an amount denominated in the Base Currency, such Base Currency amount and, in the case of an amount denominated in a currency other than the Base Currency (the "Other Currency"), the amount of Base Currency required to purchase such amount of the Other Currency at the spot exchange rate determined by the Valuation Agent for value at such Valuation Time;

"Early Cancellation Price" means, in relation to any Series of Warrants, the aggregate amount that would be payable by the Issuer in accordance with the Conditions in respect of such Series if such Series of Warrants were to be cancelled and settled pursuant to Condition 9(a) (Cancellation for tax reasons) on a Valuation Date;

"Encumbrance" means any mortgage, pledge, lien, hypothecation, security interest or other arrangement having similar effect;

"Exposure" means, in relation to any Covered Series, the aggregate of the Early Cancellation Prices in respect of each Series of Secured Warrants with Credit-Linkage that is part of such Covered Series and secured by the same Collateral Pool;

"Posted Collateral" means, in relation to any Collateral Pool, all Eligible Collateral, other property, Distributions, and all proceeds of any such Eligible Collateral, other property or Distributions that have been transferred to or received by the Trustee under the Security Documents relating to such Collateral Pool and not transferred to the Issuer pursuant to the terms set out in the Trust Deed or realised by the Trustee under the terms set out in the Trust Deed;

"Secured Assets" means, in relation to any Collateral Pool, the assets and rights from time to time the subject of the Security constituted by the Security Documents relating to such Collateral Pool;

"Security" means, in relation to any Series of Secured Warrants with Credit-Linkage, the Encumbrances created or intended to be created, or which may at any time be intended to be created, in favour of the Trustee as trustee for the Warrantholders of such Series of Secured Warrants with Credit-Linkage, by or pursuant to the Security Documents in relation to such Series;

"Security Documents" means, in relation to any Series of Secured Warrants with Credit-Linkage, this Principal Trust Deed, the Supplemental Trust Deed relating to such Series and any other documents which may be specified in the relevant Supplemental Trust Deed and the relevant Final Terms as additional Security Documents in relation to such Series;

"Valuation Time" means in relation to any Collateral Pool, the close of business in London on the London Business Day immediately preceding the Valuation Date or date of calculation, as applicable, provided that the calculations of Value and Exposure in relation to any Collateral Pool will, as far as practicable, be made as of approximately the same time on the same date; and

"Value" means:

• (a) in the case of Eligible Collateral or Posted Collateral that is:
• (i) an amount of cash, the Base Currency Equivalent of such amount multiplied by the applicable Valuation Percentage, if any; and
• (ii) a security, the Base Currency Equivalent of its bid price multiplied by the applicable Valuation Percentage (if any), provided, however, that for the purposes of determining whether the Maximum Percentage for any item of Eligible Collateral has been exceeded, "Value" shall mean the nominal value multiplied by the applicable Valuation Percentage (if any); and
• (b) in the case of Posted Collateral that consists of items that are not specified as Eligible Collateral, zero,

in each case, as at the Valuation Time in respect of a Valuation Date.

4. COLLATERAL CREDIT-LINKAGE FOR SECURED WARRANTS WITH CREDIT-LINKAGE

Cash Settlement Amount following Credit Event Notice

(a) Each Warrant will be credit-linked to one or more Reference Entity(ies) specified in the relevant Final Terms, with each Reference Entity having a weighting specified in the relevant Final Terms (the "Reference Entity Weighting"). The portion of each Warrant linked to a particular Reference Entity (the "Relevant Portion") shall be a percentage portion of such Warrant equal to the Reference Entity Weighting of such Reference Entity. The Cash Settlement Amount payable in respect of a Secured Warrant with Credit-Linkage will be determined in accordance with the Conditions, as supplemented

by these Terms for Secured Warrants with Credit Linkage and, for such purposes, the Face Amount of each Relevant Portion of a Warrant shall be equal to the product of the Face Amount of such Warrant and the relevant Reference Entity Weighting.

• (b) If the Calculation Agent delivers a Credit Event Notice to the Issuer in relation to a Reference Entity linked to a Relevant Portion of a Warrant prior to the Expiry Date then:
• (i) the Calculation Agent shall determine the Adjusted Fair Market Value of such Relevant Portion as of the Credit Event Notice Date; and
• (ii) the Cash Settlement Amount in relation to such Warrant shall be calculated and paid in accordance with the following provisions of this Term 4 (Collateral Credit-Linkage for Secured Warrants with Credit-Linkage).
• (c) The Cash Settlement Amount in respect of a Warrant linked to a Reference Entity in relation to which a Credit Event Notice has been delivered shall be equal to the aggregate of:
• (i) the Credit Event Cash Settlement Amounts in relation to each Relevant Portion of the Warrant in relation to which a Credit Event Notice has been delivered, calculated in accordance with this Term 4 (Collateral Credit-Linkage for Secured Warrants with Credit-Linkage); and
• (ii) the Cash Settlement Amounts in relation to each Relevant Portion of the Warrant in respect of which no Credit Event Notice has been delivered, calculated in accordance with the Conditions and relevant Final Terms without regard to the provisions of this Term 4 (Collateral Credit-Linkage for Secured Warrants with Credit-Linkage).
• (d) The Credit Event Cash Settlement Amount shall be determined in accordance with the provision set out below under paragraph (f) (Definitions). If the Credit Event Cash Settlement Amount in relation to a Relevant Portion of a Warrant has not been determined by the day which is 4 Business Days prior to the scheduled Cash Settlement Amount Payment Date for such Warrant, then the Cash Settlement Amount Payment Date for the Warrant will be postponed to the day which is 4 Business Days after the date of determination of the Credit Event Cash Settlement Amount in accordance with paragraph (f) (Definitions) below. The holder of the Warrant shall not be entitled to any interest or other payment in respect of such postponement.
• (e) If, following a Credit Event Notice Date, an Early Exercise Event occurs in respect of any Secured Warrant with Credit-Linkage, the relevant Early Exercise Cash Settlement Amount shall be determined in accordance with the provisions of this Term 4 (Collateral Credit-Linkage For Secured Warrants With Credit-Linkage) as if references to the Expiry Date were references to the relevant Early Exercise Date and references to the Cash Settlement Amount to the Early Exercise Cash Settlement Amount.

Definitions

(f) For the purposes of these Terms, the following terms shall have the meanings set out below:

"Adjusted Fair Market Value" means in relation to any Relevant Portion of a Warrant as of any date its fair market value, as of such date, disregarding the effect of any Credit Event on the value of the Relevant Portion, less any costs, expenses, fees, or taxes incurred by the Issuer or any of its affiliates in respect of amending or liquidating any financial instruments or transactions entered into in connection with the Warrants.

"Auction" means, with respect to a Reference Entity and a Credit Event, an auction coordinated by ISDA that relates to the circumstances specified in the relevant Credit Event Notice and that would be applicable to a Notional CDS, as determined by the Calculation Agent.

"Auction Final Price" means the relevant auction final price as may be published by ISDA or any administrator of any Auction coordinated by ISDA from time to time and that would be applicable to the Notional CDS, as determined by the Calculation Agent.

"Credit Event" means that, in the determination of the Calculation Agent, acting in good faith and in a commercially reasonable manner:

• (A) a Reference Entity has become Insolvent;
• (B) a Governmental Intervention has occurred in relation to a Reference Entity; or
• (C) a Restructuring has occurred in relation to a Reference Entity.

"Credit Event Cash Settlement Amount" means, in relation to a Relevant Portion of a Warrant in respect of which a Credit Event Notice has been delivered, the product of:

• (A) the Adjusted Fair Market Value of such Relevant Portion as of the Credit Event Notice Date; and
• (B) the Recovery Rate in relation to such Relevant Portion.

"Credit Event Notice" means, in relation to any Reference Entity, a written notice from the Calculation Agent to the Issuer stating that a Credit Event has occurred and describing, in reasonable detail, the facts relevant to the determination that a Credit Event has occurred.

"Credit Event Notice Date" means the date on which the Calculation Agent delivers a Credit Event Notice to the Issuer.

"Full Quotation" means each firm bid quotation obtained from a relevant third party market dealer in respect of a Notional CDS having a notional amount equal to the Quotation Amount, or, if the Calculation Agent determines in its absolute discretion that it is not able to obtain at least one such firm bid quotation, each firm bid quotation obtained from a relevant third party market dealer in respect of the senior unsecured debt of the Reference Entity in an amount equal to the Quotation Amount.

"Governmental Authority" means, in relation to any Reference Entity:

• (A) any de facto or de jure government (or any agency, instrumentality, ministry or department thereof);
• (B) any court, tribunal, administrative or other governmental, inter-governmental or supranational body;
• (C) any authority or any other entity (private or public) either designated as a resolution authority or charged with the regulation or supervision of the financial markets (including a central bank) of such Reference Entity or some or of all of its obligations; or
• (D) any other authority which is analogous to any of the entities specified in paragraphs (A) to (C) above.

"Governmental Intervention" means that, in relation to any Reference Entity and with respect to one or more obligations for the payment or repayment of borrowed money of such Reference Entity, any one or more of the following events occurs as a result of action taken or an announcement made by a Governmental Authority pursuant to, or by means of, a restructuring and resolution law or regulation (or any other similar law or regulation), in each case, applicable to such Reference Entity in a form which is binding:

(A) any event which would affect creditors' rights so as to cause:

• (i) a reduction in the rate or amount of interest payable or the amount of scheduled interest accruals (including by way of redenomination);
• (ii) a reduction in the amount of principal or premium payable at redemption (including by way of redenomination);
• (iii) a postponement or other deferral of a date or dates for either (I) the payment or accrual of interest, or (II) the payment of principal or premium; or
• (iv) a change in the ranking in priority of payment of any obligation for the payment or repayment of borrowed money, causing the subordination of such obligation to any other obligation of the Reference Entity;
• (B) an expropriation, transfer or other event which mandatorily changes the beneficial holder of the relevant obligation;
• (C) a mandatory cancellation, conversion or exchange; or
• (D) any event which has an analogous effect to any of the events specified in (A) to (C) above.

"Insolvent" means, in relation to any Reference Entity:

• (A) it is unable or admits inability to pay its debts as they fall due;
• (B) it suspends making payments on any of its debts;
• (C) after the expiration of any applicable grace period (and after the satisfaction of any conditions precedent to the commencement of such grace period), it fails to make, when and where due, any payment under any one or more obligations, in accordance with the terms of such obligations at the time of such failure;
• (D) a liquidator or administrator or other similar officer has been appointed in relation to such Reference Entity;
• (E) it enters into a company voluntary arrangement or a scheme of arrangement with its creditors; or
• (F) any Insolvency Proceedings are taken in relation to such Reference Entity.

"Insolvency Proceedings" means any legal proceedings in relation to any suspension of payments, moratorium of indebtedness, winding-up, dissolution or administration of such person (including, without limitation, any bank insolvency procedure or bank administration procedure under the United Kingdom Banking Act 2009) or any analogous procedure in any jurisdiction.

"ISDA Credit Derivatives Definitions" means the 2014 ISDA Credit Derivatives Definitions as published by the International Swaps and Derivatives Association, Inc. ("ISDA"), as may be further supplemented from time to time as of the Issue Date; and as may be further supplemented or amended after the Issue Date in accordance with any industry protocols.

"Market Value" shall be determined by the Calculation Agent, in accordance with the following provisions if the Recovery Rate is Market Value. In such a case, the Calculation Agent shall attempt to obtain Full Quotations from third party market dealers with respect to the Market Value Determination Date and the "Market Value" shall be the amount, expressed as a percentage, equal to:

• (A) if more than three Full Quotations are obtained, the arithmetic mean of such Full Quotations, disregarding the Full Quotations having the highest and lowest values (and, if multiple Full Quotations have the same highest value or lowest value, then one of such highest or lowest Full Quotations shall be disregarded);
• (B) if exactly three Full Quotations are obtained, the Full Quotation remaining after disregarding the Full Quotations having the highest and lowest values (and, if multiple Full Quotations have the same highest value or lowest value, then one of such highest or lowest Full Quotations shall be disregarded);
• (C) if exactly two Full Quotations are obtained, the arithmetic mean of such Full Quotations;
• (D) if only one Full Quotation is obtained, such Full Quotation;
• (E) if no Full Quotations are obtained on or prior to the fifth Business Day following the applicable Market Value Determination Date, the value (expressed as a percentage of their principal amount) determined by the Calculation Agent, acting in good faith and in a commercially reasonable manner, of the unsubordinated debt obligations of the Reference Entity.

"Market Value Determination Date" means:

• (A) in the case of sub-paragraphs (i) and (iv) of paragraph (B) of the definition of Recovery Rate, the first Business Day after the date of the relevant announcement;
• (B) in the case of sub-paragraph (ii) of paragraph (B) of the definition of Recovery Rate, on the first Business Day falling 30 calendar days after the Expiry Date.
• (C) in the case of sub-paragraph (iii) of paragraph (B) of the definition of Recovery Rate, the first Business Day falling 60 calendar days after the Expiry Date;

"Notional CDS" means, in relation to any Reference Entity, a notional credit derivative transaction entered into on market standard terms:

• (A) incorporating the ISDA Credit Derivatives Definitions;
• (B) where such market standard terms contemplate an election between referencing senior or subordinated obligations, then referencing senior obligations;
• (C) having a trade date that is the same date as the Issue Date of the Warrants and a scheduled termination date that is the same date as the Expiry Date of the Warrants; and
• (D) under which any permitted determinations, elections or notices shall be made or deemed sent at the discretion of the Calculation Agent,

as determined by the Calculation Agent.

"Quotation Amount" means such amount as the Calculation Agent determines in its absolute discretion, having regard, if applicable, to any hedging arrangements that the Issuer may have entered into in relation to the relevant Series of Warrants.

"Recovery Rate" means:

(A) if:

• (i) ISDA announces by the date that is 30 calendar days after the Expiry Date that an Auction will be held; and
• (ii) the relevant Auction Final Price is determined not later than the date that is 60 calendar days after the Expiry Date,

the Auction Final Price; and

• (B) if:
• (i) ISDA announces that no Auction will be held; or
• (ii) ISDA has not announced by the date that is 30 calendar days after the Expiry Date that an Auction will be held; or
• (iii) the Auction Final Price is not determined by the date that is 60 calendar days after the Expiry Date; or
• (iv) ISDA announces that no Auction will be held following a prior announcement to the contrary,

the Market Value.

"Reference Entity" means, in relation to any Series of Warrants, an entity specified as such in the relevant Final Terms, or any Successor(s) to such Reference Entity.

"Reference Entity Weighting" means, in relation to any Series of Warrants, the weighting assigned to a specific Reference Entity specified as such in the relevant Final Terms or any Successor to such Reference Entity.

"Restructuring" means:

• (a) with respect to one or more obligations, any one or more of the following events occurs in a form that binds all holders of such obligation, is agreed between the Reference Entity or a Governmental Authority and a sufficient number of holders of such obligation to bind all holders of the obligation or is announced (or otherwise decreed) by the Reference Entity or a Governmental Authority in a form that binds all holders of such obligation (including, in each case, in respect of bonds only, by way of an exchange), and such event is not expressly provided for under the terms of such obligation in effect as of the date upon which such obligation is issued or incurred:
• (A) a reduction in the rate or amount of interest payable or the amount of scheduled interest accruals (including by way of redenomination);
• (B) a reduction in the amount of principal or premium payable at redemption (including by way of redenomination);
• (C) a postponement or other deferral of a date or dates for either (x) the payment or accrual of interest, or (y) the payment of principal or premium;
• (D) a change in the ranking in priority of payment of any obligation, causing the subordination of such obligation to any other obligation; or

• (E) any change in the currency of any payment of interest, principal or premium to any currency other than the lawful currency of Canada, Japan, Switzerland, the United Kingdom and the United States of America and the euro and any successor currency to any of the aforementioned currencies (which in the case of the euro, shall mean the currency which succeeds to and replaces the euro in whole).

• (b) For purposes of paragraph (a) above, the term obligation shall be deemed to include, without limitation, underlying obligations for which the Reference Entity is acting as provider of a guarantee. In the case of a guarantee and an underlying obligation, references to the Reference Entity in (a) above shall be deemed to refer to the underlying obligor.

• (c) If an exchange has occurred, the determination as to whether one of the events described under (A) to (E) above has occurred will be based on a comparison of the terms of the relevant bond immediately prior to such exchange and the terms of the resulting obligations immediately following such exchange.

"Succession Event" means any event (including a merger, consolidation, amalgamation, transfer of assets or liabilities, demerger, spin-off or other similar event) which the Calculation Agent determines has resulted in a third party entity succeeding to all or some the obligations of a Reference Entity whether by operation of law (pursuant to any ring-fencing provisions or resolution powers under the Banking Act 2009 of the United Kingdom or otherwise) or pursuant to any agreement.

"Successor" means an entity which the Calculation Agent has specified, by written notice to the Issuer, as a successor to the Reference Entity following the occurrence of a Succession Event. In specifying a Successor, the Calculation Agent will act in a commercially reasonable manner and, in doing so, is entitled to take into account any hedging position or arrangement that the Issuer or any of its affiliates may have entered into in connection with the Warrants but is not required to take into account the interests of the holders of any Warrants; and provided further that, in circumstances where the Reference Entity is an authorised deposit-taking entity, if there are multiple successors to the Reference Entity's obligations, the Calculation Agent is required, to the extent possible, to specify as the Successor a successor entity which is not carrying on business as an authorised deposit-taker, or in the event that this is not possible, the successor entity for which such deposit-taking business is the least significant part of its business.

INDEX OF DEFINED TERMS

£ xiii
€ xiii
2010 PD Amending Directive 140
Actual Exercise Date 87
Additional Disruption Event163, 174, 187,
196, 197
Adjusted Fair Market Value 50, 221
Agency Agreement85
Agents 86
Amending Directive 137
American 158, 162
Applicable iii
ASX 210
Auction221
Auction Final Price 222
Automatic Early Exercise Level10
Automatic Exercise36
Averaging Date163, 174
Averaging Date Market Disruption163, 174,
187, 196
Averaging Dates 58, 187, 196
Averaging Period163, 174
Averaging Start Date 163, 174
Barrier Condition13, 14, 17, 39, 44, 45, 46,
65, 66, 69, 82, 158, 162
Barrier Condition Averaging163, 174, 187,
196
Barrier Condition Averaging Date163, 174,
187, 196
Barrier Condition Averaging End Date 122,
163, 174, 187, 196
Barrier Condition Averaging Period163, 174,
187, 196
Barrier Condition Averaging Start Date.122,
163, 174, 187, 196
Barrier Level 66, 70, 82, 158, 162
Base Currency218, 219
Base Currency Equivalent219
Base Prospectus 3, 108
Basket174, 196
Basket Index-Linked Warrants 145
Basket Index-Linked Warrants Currency196
basket of indices38
basket of shares 38
Basket Share-Linked Warrants 145
Basket Share-Linked Warrants Share
Currency 174
Bermudan158, 162
Best Strike 163, 187
Business Day87
Calculation Agent 11, 86, 212
Call Warrant89
Cancellation upon Hedging Event37
cap38, 41, 42
Cap 63, 69, 75, 148, 151, 155, 162
Cash Settlement Amount 10, 18, 27, 57, 93
Cash Settlement Amount Payment Date .87 Change in Law164, 174, 196

Clearing System 132
Clearing System(s) 87
Clearing Systems 143
Clearstream, Luxembourg 88
COBO 142
Collateral Pool ii, 9, 23, 27, 46, 218
Computershare Agency Agreement 86
Conditions ii, 85
Constant Monitoring 199
Covered Series 218
CRA Regulation 1
Credit Event 50, 58, 222
Credit Event Cash Settlement Amount 222
Credit Event Notice 50, 222
Credit Event Notice Date 222
CREST Registrar 86
Custodian 48, 86
daisy-chained 56
DBAG 209
Dealer viii
Dealers viii
Definitive Registered Warrants 85
Delisting 164, 175
Designated Account 98
Designated Bank 98
digital return 38
Digital Return17, 40, 42, 44, 46, 60, 65, 66,
72, 73, 78, 82, 150, 153, 156, 162
Disrupted Day 164, 175, 187, 196
disrupted days 59
Dow Jones 210, 212
Early Cancellation Cash Settlement Amount
36, 87
Early Cancellation Date 36
Early Cancellation price 219
Early Closure 164, 175, 187, 197
Early Exercise Averaging164, 175, 188,
197
Early Exercise Averaging Date164, 175,
188, 197
Early Exercise Averaging Dates 10
Early Exercise Averaging End Date11, 121,
127, 128, 164, 175, 188, 197
Early Exercise Averaging Period10, 164,
175, 188, 197
Early Exercise Averaging Start Date11, 121,
127, 128, 164, 175, 188, 197
Early Exercise Cash Settlement Amount 10,
87, 165, 175, 188, 197
Early Exercise Cash Settlement Amount
Payment Date165, 175, 188, 197
Early Exercise Date 10, 87
Early Exercise Date(s) 165, 175, 188, 197
Early Exercise Event 87, 165, 176, 188, 197
Early Exercise Level 188
Early Exercise Level(s) 198
Early Exercise Price 165
Early Exercise Price(s) 176

Early Exercise Valuation Date10 Early Exercise Valuation Date(s)165, 176, 188, 198
Eligible Collateral47, 218
Eligible Collateral24
Eligible Currency 218
EMIR37
Encumbrance 219
Equity-Linked21
Equity-Linked Warrants 1, 27, 57
EU1
euro xiii
Euroclear 88
Euroclear UK and Ireland 8
European 158, 162
Event of Default102
Exchange165, 176, 206
Exchange Business Day 165, 176, 189, 198
Exchange Disruption 165, 176, 189, 198
Exchange Event 132
Exchange(s) 188, 198
Exercise Business Day87
Exercise Date 57
Exercise Expenses87
Exercise Notice87
Expiry Date36, 57
Exposure 220
Extraordinary Dividend 165, 176
Fair Market Value 87 FATCA53, 137
FATCA withholding101
FCA 1, 25
Final Averaging 165, 176, 189, 198
Final Averaging Date 165, 176, 189, 198
Final Averaging End Date123, 166, 177,
189, 198
Final Averaging Period 166, 176, 189, 198
Final Averaging Start Date123, 166, 176,
189, 198
Final Index Level38, 60, 63, 78, 80, 82, 189,
198
Final Price148, 150, 151, 153, 154, 155,
156, 158, 159, 162
Final Share Price38, 66, 69, 73, 75, 166,
177
Final Terms iii, 57 Final Value38, 177
Finvex 213
Fitch1
FootsieTM 206
FSA56
FSA 2008141
FSC 141
FT 206
FTSE 206, 209
FTSETM 206
Full Quotation 222
geared exposure38
gearing22, 38, 41

Gearing62, 63, 69, 75, 78, 82, 151, 155, 162
Gearing 1 80, 148, 150
Gearing 2 148
Global Credit Rating 1
Global Registered Warrant 85, 132
Government Intervention 222
Governmental Authority 222
Group 6
Growth Return17, 41, 43, 45, 62, 69, 75, 80,
82
Hedging Disruption 166, 177, 189, 199
Hedging Event 37, 88
Hedging Transaction 88
HMRC 136
holder 89
holder of Uncertificated Registered
Warrants 90, 133
holder of Warrants 90, 133
HSCEI 208
ICSDs 53, 88
Illegality Event 37, 88
Increased Cost of Hedging166, 177, 189,
199
Independent Amount 47, 218
index 38
Index60, 63, 78, 80, 82, 190, 199, 206, 208,
209, 210, 211, 212
Index Cancellation 190, 199
Index Disruption 190, 199
Index Level 190, 199
Index Modification 190, 199
Index Sponsor190, 199, 211, 212
Index-Linked 21
Index-Linked Warrants 1, 27, 57
Indices 199
Initial Averaging 166, 177, 190, 199
Initial Averaging Date166, 177, 190, 200
Initial Averaging End Date166, 177, 190,
200
Initial Averaging Period166, 177, 190, 200
Initial Averaging Start Date166, 177, 190,
200
Initial Index Level38, 60, 63, 78, 80, 82, 190,
200
Initial Price148, 150, 151, 153, 154, 155,
156, 158, 159, 162
Initial Share Price38, 66, 69, 72, 75, 166,
177
Initial Value 38, 177
Insolvency 167, 177
Insolvency Filing 167, 178
Insolvency Proceedings 223
Insolvent 223
in-the-money 93
investor xi
Investor's Currency 52
IRS 137
ISDA 11, 223
ISDA Credit Derivatives Definitions 223

Isle of Man person141 Issuer1, x, 3, 4, 27, 57, 85
Issuer Early Cancellation36
Issuer Tax Certificate 99
JSE209
level 38
Licensor Parties209
Licensors 207
London Stock Exchange xii, 9
Lower Strike 42, 43, 72, 73, 75, 76, 159
LSEG209
Market Disruption Event 167, 178, 191, 200
Market Value 223
Market Value Determination Date 224
Markets in Financial Instruments Directivex,
3
Maximum Exercise Number 98
Maximum Percentage 218
Merger Date167, 178
Merger Event167, 178
Minimum Exercise Number 98
Minimum Transfer Amount 47, 218
Modified Postponement170, 181, 182, 193,
202
Modified Postponement 2203
Moody's 1
MSCI208
Multi-Exchange Index187, 188, 189, 191,
192, 196, 198, 200, 201
Nationalisation167, 178
New Shares 167, 178
Non Multi-Exchange Index187, 188, 189,
191, 192, 196, 198, 200, 201
Non-exempt Offer139
Not Applicable iii
Notional CSD224
Observation Date 168, 178, 191, 200
Observation Period66, 70, 82, 168, 179,
191, 200
offer of Warrants to the public 140
Offeror xi
Official Closing Level Only 199
Omission 169, 181, 192, 202
Omission 2181, 202
Operator 8, 91
Operator register of corporate securities91
Order 141
Other Consideration 168, 179
Other Currency219
overseas person141
participating Member States137
participating securities91
Paying Agents 85
Payment Business Day 133
Payment Day88
POI Law142
Posted Collateral 220
Postponement 170, 181, 193, 202
Postponement 2 181, 202 Potential Adjustment Event 168, 179

Preceding 182, 203
Preceding 2 182, 203
price 38
Price 168, 179
Principal Paying Agent 85
Principal Trust Deed 85
Product 209
Products 210
Programme 1, 27, 57
Programme Agreement 139
Prospectus Directive 1, 107, 108, 140
Public Offer vii, 2
Public Offer Jurisdictions vii, 2
Put Warrant 89
Quotation Amount 224
Record 90
record of uncertificated corporate securities
91
Recovery Rate 24, 50, 224
Reference [Entity/Entities] 18, 23
Reference Entities 11
Reference Entity 11
Reference Entity 27, 58, 225
Reference Entity Weighting 220, 225
Reference Percentage152, 153, 154, 155,
156, 158, 159
Register 90
Registered Warrants 8, 85, 132
Registrar 86
Registration Document 29, 56
Regulation S 1
Regulations 8, 90
Related Covered Series 218
Related Exchange168, 179, 191, 200
Relevant Date 89
relevant Final Terms 86
Relevant Implementation Date 139
Relevant Member State 107, 139
Relevant Portion 58, 59, 220
relevant system 91
Restructuring 225
Return Threshold38, 40, 41, 42, 43, 44, 46,
60, 62, 63, 65, 66, 69, 72, 73, 75, 78, 80,
82, 149, 150, 152, 153, 155, 156, 158,
162
Reverse Merger 167, 178
RobecoSAM 212
S&P 210
S&P Dow Jones Indices 210
Scheduled Averaging Date 182, 202
Scheduled Closing Time 168, 179, 191, 201
Scheduled Trading Day .168, 179, 191, 201
Secured Assets 220
Secured Warrants with Credit Linkeage 85
Secured Warrants with Credit-Linkage9, 23,
27, 58
Securities Act 1
Security 220
Security Documents 220
Series 8, 86

Settlement Provisions11, 57
share38
Share 66, 69, 72, 75
Share Currency 168, 179
Share Issuer 168, 171, 179, 184
Shares 168, 171, 179, 184
Single Index-Linked Warrants 145
Single Index-Linked Warrants Currency 191
Single Share-Linked Warrants 145
Single Share-Linked Warrants Currency169
Sovereign 27, 58
Specified Currency 8, 52, 93
Specified Unit 89
Sterling xiii
Succession Event51, 226
Successor51, 226
Successor Index 191, 201
Supplemental Trust Deed47, 85
TARGET Settlement Day 89
TARGET289
Tax Jurisdiction89
Tender Offer 169, 179
Tender Offer Date 169, 180
Termsii, 85, 86, 146, 163, 174, 187, 196, 218
Terms and Conditionsiii, 29, 163, 174, 187, 196, 218
time premium31

Trading Disruption169, 180, 192, 201 Tranche 86
Tranches 8
Transfer Agents 86
Trust Deed 52, 85
Trusteeviii, 47, 85
U.S. dollars xiii
U.S.\$ xiii
UK IGA 138
Uncertificated Registered Warrants8, 85, 132
Underlying 1, 10, 21, 27, 57
Unit 89
Upper Strike 42, 72, 73, 75, 76, 160
Valid Date 170, 182, 193, 203
Valuation Agent 26
Valuation Date .58, 169, 180, 192, 201, 218
Valuation Percentage 218
Valuation Time.18, 169, 180, 192, 201, 220
value 38
Value 59, 180, 220
Verification Agent 24, 86
Warrant Agent 86
Warrantholder 89, 90, 133
Warrantholders 27
Warrants 1, iii, x, 3, 27, 57, 85
Worst of 39

THE ISSUER

Investec Bank plc

2 Gresham Street London EC2V 7QP

TRUSTEE

Deutsche Trustee Company Limited

Winchester House 1 Great Winchester Street London EC2N 2DB

PRINCIPAL PAYING AGENT

Deutsche Bank AG, London Branch

Winchester House 1 Great Winchester Street London EC2N 2DB

REGISTRAR

With respect to Registered Warrants

Deutsche Bank Luxembourg S.A.

2 Boulevard Konrad Adenauer L-1115 Luxembourg

CREST REGISTRAR

With respect to Uncertificated Registered Warrants

Computershare Investor Services plc The Pavilions

Bridgwater Road Bristol BS13 8AE

CUSTODIAN

Deutsche Bank AG, London Branch

Winchester House 1 Great Winchester Street London EC2N 2DB

VERIFICATION AGENT

Deutsche Bank AG, London Branch

Winchester House 1 Great Winchester Street London EC2N 2DB

CALCULATION AGENT AND VALUATION AGENT

Investec Bank plc 2 Gresham Street London EC2V 7QP

LEGAL ADVISERS

Clifford Chance LLP

10 Upper Bank Street London E14 5JJ

To the Issuer as to English law To the Trustee as to English law

Allen & Overy LLP One Bishops Square London E1 6AO

DEALER

Investec Bank plc

2 Gresham Street London EC2V 7QP