Investec PLC — Capital/Financing Update 2015

Sep 3, 2015

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

3 September 2015

Invested Bank plc

Issue of USD1,500,000 Impala N Barrier (Income) Index Linked Notes with Capital at Risk due

2021

under the £2,000,000,000 Impala Bonds Programme

The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Notes 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 Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of the Notes 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 Notes 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 Notes should understand the risks of transactions involving the Notes and should reach an investment decision only after carefully considering the suitability of the Notes in light of their particular circumstances (including without limitation their own financial circumstances and investment objectives and the impact the Notes will have on their overall investment portfolio) and the information contained in this Base Prospectus and the applicable 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

This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the base prospectus in relation to the £2,000,000,000 Impala Bonds Programme dated 21 July 2015, which constitutes a base prospectus (the "Base Prospectus") for the purposes of 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").

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions, the Terms and the Additional Terms set forth in the Base Prospectus.

Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing at and copies may be obtained from www.investecstructuredproducts.com and during normal working hours from Invested Bank plc. 2 Gresham Street. London EC2V 7OP, and from Computershare Investor Services plc. The Pavilions, Bridgwater Road, Bristol BS13 8AE. A summary of the offer of the Notes is annexed to these Final Terms.

Invested Bank plc is not responsible for and has no liability in respect of any investment product other than the Notes, including, without any limitation, any investment product which may be backed by, make reference to, or otherwise be in any way linked to the Notes. An investment in any such product is not an investment in the Notes and, accordingly, investors in such products will have no contract with and will have no recourse to Invested Bank plc or any of its affiliates.

	1. Issuer:		Investec Bank plc
2.	(a)	Series Number:	102
	(b)	Tranche Number:	$\mathbf{1}$
3.		Specified Currency or Currencies:	USD
4.		Aggregate Nominal Amount:
	(a)	Series:	USD1,500,000
	(b)	Tranche:	USD1,500,000
5.		Issue Price:	100 per cent. of the Aggregate Nominal Amount
6.	(a)	Specified Denominations:	USD 1,000
	(b)	Calculation Amount:	USD 1,000
7.	(a)	Issue Date:	4 September 2015
	(b)	Interest Commencement Date:	Issue Date
8.		Maturity Date:	7 September 2021; provided, however, that the Final Redemption Amount shall be payable on the day which is 2 Business Days immediately following the Maturity Date (the "Final Settlement Date") and no interest or other amounts shall accrue or be payable in respect of the period from (and including) the Maturity Date to the Final Settlement Date.
9.		Interest Basis:	Index-Linked Interest
10.		Redemption/Payment Basis:	Index-Linked Notes
11.		Change of Interest Basis or	Not Applicable

Redemption/Payment Basis:

12.		Call Option:	Not Applicable
13.	Put Option:		Not Applicable
14.	(a)	Security Status:	Unsecured Notes.
	(b)	Date Board approval for issuance of Notes obtained:	Not Applicable
15.		Method of distribution:	Non-syndicated
16.		Redenomination on Euro Event:	Not Applicable
		PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
17.		Fixed Rate Note Provisions	Not Applicable

18.	Floating Rate Note Provisions	Not Applicable
19.	Coupon Deferral	Not Applicable
20.	Zero Coupon Notes	Not Applicable

PROVISIONS RELATING TO REDEMPTION

Final Redemption Amount of each Note: 21.
----------------------------------------------

Equity/Index/Dual Underlying Linked Note Provisions apply - see Annex 1 (Equity/Index/Dual Underlying Linked Note Provisions) to these Final Terms.

Early Redemption Amount: $22.$

Fair Market Value

Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions):

23.	Issuer Call Option	Not Applicable

1. Noteholder Put Option Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

25.	Form of Notes:	Uncertificated Registered Notes
26.	Additional Financial Centre(s) or other special provisions relating to Payment Days:	Not Applicable
27.	Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):	No.
28.	Details relating to Instalment Notes:	Not Applicable

DISTRIBUTION

29.	(a)	If syndicated, names and addresses of Managers:	Not Applicable
	(b)	Date of Subscription Agreement:	Not Applicable
30.		If non-syndicated, name and address of relevant Dealer:	Investec Bank plc, 2 Gresham Street, London EC2V 7QP.
31.		Total commission and concession:	Not Applicable
32.		U.S. Selling Restrictions:	Reg. S Compliance Category: 2
			TEFRA not applicable
	TAXATION
33.	Taxation:		Condition 7A (Taxation - No Gross up) applies.

SECURITY

Security Provisions: 34.

CREDIT LINKAGE

1. Credit Linkage Not Applicable

Not Applicable

Signed on behalf of the Issuer: By: By: 1. . . . . . . . . . . . . . . . . . . $\cdots$

Duly authorised
Anant Patel
Authorised Signatory

Duly authorised

Paul Geddes
Authorised Signatory

PART B-OTHER INFORMATION

1. LISTING

(i)	Listing:	Official List of the FCA
(ii)	Admission to trading:	Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the Regulated Market of the London Stock Exchange plc with effect from the Issue Date.

$2.$ RATINGS

Ratings:

The Notes to be issued have not been rated.

$\overline{3}$ . 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 Notes 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 Notes has an interest material to the offer.

4. 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

5. 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 on Bloomberg.

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

6. OPERATIONAL INFORMATION

(i)	ISIN Code:	GB00BWK1RM78
(ii)	SEDOL Code:	BWK1RM7
(iii)	Common Code:	Not Applicable
(iv)	Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s):	The Notes will be Uncertificated Registered Notes held in CREST.
(v)	Delivery:	Delivery against payment
(vi)	Additional Paying Agent(s) (if any):	Not Applicable
(vii)	Common Depositary:	Not Applicable
(viii)	Calculation Agent:	Investec Bank plc
	is Calculation Agent to	Yes

make calculations?

if not, identify $\bullet$ calculation agent:

Not Applicable

TERMS AND CONDITIONS OF THE Not Applicable $7.$ OFFER

ANNEX1 EQUITY/INDEX/DUAL UNDERLYING LINKED NOTE PROVISIONS

1.	Type of Note:		Index Linked Note
2.	Type of Underlying:		Basket of Indices
3.		Redemption and Interest Payments:
	(i)	Kick Out Notes with Capital at Risk	Not Applicable
	(ii)	Kick Out Notes without Capital at Risk	Not Applicable
	(iii)	Phoenix Kick Out Notes with Capital at Risk	Not Applicable
	(iv) Upside Notes Not Applicable with Capital at Risk:
	(v)	Upside Notes Not Applicable without Capital at Risk
	(vi)	N Barrier (Income) Equity Linked Notes/Index Linked Notes with Capital at Risk.	Applicable
		Interest Amount:		GBP 14.9 per Calculation Amount
	Interest Amount Condition:		European
	۰	Interest Amount Level:	Interest Payment Date	Coupon Observation Dates	1n A۱ I
			Each of the dates which are two Business Days immediately after the dates Continual		per C I I L

Coupon
Observation
Start Date Coupon
Observation End
Date Interest Amount ion Level $(as a$ percentage of the
Initial Index Level) specified
below: 4 December 50% 4 December Not applicable Not applicable 2015 2015 4 March 2016 4 March 2016 50% Not applicable Not applicable 6 June 2016 6 June 2016 50% Not applicable Not applicable 50% Not applicable Not applicable 6 September 6 September 2016 $2016$

	5 December 2016	5 December 2016	50%	Not applicable	Not applicable
	6 March 2017	6 March 2017	50%	Not applicable	Not applicable
	5 June 2017	5 June 2017	50%	Not applicable	Not applicable
	5 September 2017	5 September 2017	50%	Not applicable	Not applicable
	4 December 2017	4 December 2017	50%	Not applicable	Not applicable
	5 March 2018	5 March 2018	50%	Not applicable	Not applicable
	4 June 2018	4 June 2018	50%	Not applicable	Not applicable
	4 September 2018	4 September 2018	50%	Not applicable	Not applicable
	4 December 2018	4 December 2018	50%	Not applicable	Not applicable
	4 March 2019	4 March 2019	50%	Not applicable	Not applicable
	4 June 2019	4 June 2019	50%	Not applicable	Not applicable
	4 September 2019	4 September 2019	50%	Not applicable	Not applicable
	4 December 2019	4 December 2019	50%	Not applicable	Not applicable
	4 March 2020	4 March 2020	50%	Not applicable	Not applicable
	4 June 2020	4 June 2020	50%	Not applicable	Not applicable
	4 September 2020	4 September 2020	50%	Not applicable	Not applicable
	4 December 2020	4 December 2020	50%	Not applicable	Not applicable
	4 March 2021	4 March 2021	50%	Not applicable	Not applicable
	4 June 2021	4 June 2021	50%	Not applicable	Not applicable
	7 September 2021	7 September 2021	50%	Not applicable	Not applicable
Interest Amount Averaging:	Applicable
	Interest Payment Date	Interest Amount Averaging Dates		Interest Amount Averaging Start Date	Interest Amount Averaging End Date
	Each of the dates which are 2 Business Days			Each of the dates which are 4

$\bullet$

2 Business Days
immediately
after the dates
specified below:

which are 4
Scheduled Trading
Days (which are
Scheduled Trading
Days in respect of
each Index)
immediately before
the dates specified

		below:
4 December	Interest Amount	4 December	4 December
2015	Averaging Period	2015	2015
	applies, for the purposes
	of which, only
	Averaging Dates which
	are Scheduled Trading
	Days in respect of each
	Index shall be counted
4 March	Interest Amount	4 March	4 March
2016	Averaging Period	2016	2016
	applies, for the purposes
	of which, only
	Averaging Dates which
	are Scheduled Trading
	Days in respect of each
	Index shall be counted
6 June	Interest Amount	6 June	6 June
2016	Averaging Period	2016	2016
	applies, for the purposes
	of which, only
	Averaging Dates which
	are Scheduled Trading
	Days in respect of each
	Index shall be counted
	Interest Amount
6 September		6 September	6 September
2016	Averaging Period	2016	2016
	applies, for the purposes
	of which, only
	Averaging Dates which
	are Scheduled Trading
	Days in respect of each
	Index shall be counted
5 December	Interest Amount	5 December	5 December
2016	Averaging Period	2016	2016
	applies, for the purposes
	of which, only
	Averaging Dates which
	are Scheduled Trading
	Days in respect of each
	Index shall be counted
6 March	Interest Amount	6 March	6 March
2017	Averaging Period	2017	2017
	applies, for the purposes
	of which, only
	Averaging Dates which
	are Scheduled Trading
	Days in respect of each
	Index shall be counted
5 June	Interest Amount	5 June	5 June
2017	Averaging Period	2017	2017
	applies, for the purposes
	of which, only
	Averaging Dates which
	are Scheduled Trading
	Days in respect of each
	Index shall be counted
5 September	Interest Amount	5 September	5 September
2017	Averaging Period	2017	2017
	applies, for the purposes
	of which, only
	Averaging Dates which
	are Scheduled Trading
	Days in respect of each
	Index shall be counted

4 December 2017	Interest Amount Averaging Period	4 December 2017	4 December 2017
	applies, for the purposes of which, only Averaging Dates which are Scheduled Trading
	Days in respect of each Index shall be counted
5 March 2018	Interest Amount Averaging Period applies, for the purposes of which, only Averaging Dates which are Scheduled Trading Days in respect of each Index shall be counted	5 March 2018	4 December 2018
4 June	Interest Amount	4 June	4 June
2018	Averaging Period applies, for the purposes of which, only Averaging Dates which are Scheduled Trading Days in respect of each Index shall be counted	2018	2018
4 September 2018	Interest Amount Averaging Period applies, for the purposes of which, only Averaging Dates which are Scheduled Trading Days in respect of each Index shall be counted	4 September 2018	4 September 2018
4 December 2018	Interest Amount Averaging Period applies, for the purposes of which, only Averaging Dates which are Scheduled Trading Days in respect of each Index shall be counted	4 December 2018	4 December 2018
4 March 2019	Interest Amount Averaging Period applies, for the purposes of which, only Averaging Dates which are Scheduled Trading Days in respect of each Index shall be counted	4 March 2019	4 March 2019
4 June 2019	Interest Amount Averaging Period applies, for the purposes of which, only Averaging Dates which are Scheduled Trading Days in respect of each Index shall be counted	4 June 2019	4 June 2019
4 September 2019	Interest Amount Averaging Period applies, for the purposes of which, only Averaging Dates which are Scheduled Trading Days in respect of each Index shall be counted	4 September 2019	4 September 2019
4 December 2019	Interest Amount Averaging Period applies, for the purposes	4 December 2019	4 December 2019

		of which, only
		Averaging Dates which
		are Scheduled Trading
		Days in respect of each
		Index shall be counted
	4 March	Interest Amount	4 March	4 March
	2020	Averaging Period	2020	2020
		applies, for the purposes
		of which, only
		Averaging Dates which
		are Scheduled Trading
		Days in respect of each
		Index shall be counted
			4 June
	4 June 2020	Interest Amount	2020	4 June 2020
		Averaging Period
		applies, for the purposes
		of which, only
		Averaging Dates which
		are Scheduled Trading
		Days in respect of each
		Index shall be counted
				4 September
	4 September 2020	Interest Amount Averaging Period	4 September 2020	2020
		applies, for the purposes
		of which, only Averaging Dates which
		are Scheduled Trading
		Days in respect of each
		Index shall be counted
	4 December	Interest Amount	4 December	4 December
	2020	Averaging Period	2020	2020
		applies, for the purposes
		of which, only
		Averaging Dates which
		are Scheduled Trading
		Days in respect of each
		Index shall be counted
	4 March	Interest Amount	4 March	4 March
	2021	Averaging Period	2021	2021
		applies, for the purposes
		of which, only
		Averaging Dates which
		are Scheduled Trading
		Days in respect of each Index shall be counted
	4 June	Interest Amount	4 June	4 June
	2021	Averaging Period	2021	2021
		applies, for the purposes
		of which, only
		Averaging Dates which
		are Scheduled Trading
		Days in respect of each
		Index shall be counted
	7 September	Interest Amount	7 September	7 September
	2021	Averaging Period	2021	2021
		applies, for the purposes
		of which, only
		Averaging Dates which
		are Scheduled Trading
		Days in respect of each
		Index shall be counted
Return		50 per cent. of Initial Index Level
Threshold:
Digital Return:	100 per cent.

$\bullet$

$\bullet$

	Barrier	European
	Condition:
	Downside Return 1:	Applicable
۰	Downside Return 2:	Not applicable
	Gearing:	Not applicable
	Lower Strike:	Not applicable
	Upper Strike:	Not applicable
(vii)	Range Accrual (Income) Equity Linked Notes/Index Linked Notes with Capital at Risk	Not Applicable
(viii)	Range Accrual Equity Linked Notes (Income) without Capital at Risk:	Not Applicable
(ix)	Reverse Convertible Notes with Capital at Risk	Not Applicable
(x)	Dual Underlying Kick Out Notes with Capital at Risk	Not Applicable
(xi)	Dual Underlying Upside Notes with Capital at Risk	Not Applicable
	Additional Provisions:
(i)	Underlying:
	Basket of Indices:	Index	Index Sponsor	Exchange	Weighting

$\overline{4}$ .

		Hang Seng China Enterprises Index ("HSCEI")	HSI Services Limited	Hong Kong Stock Exchange	Not applicable
		Euro STOXX®50	STOXX Limited	Eurex	Not applicable
		S&P 500 ®	Standard & Poors	New York Stock Exchange	Not applicable
	Multi-Exchange Indices:	No
	Non Multi-Exchange Index:	Yes
	Worst of Provisions	Applicable
(ii)	Additional Disruption Events:		Hedging Disruption and Increased Cost of Hedging
(iii)	Business Day:		exchange and foreign currency deposits) in London	a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign
(iv)	Constant Monitoring:	Not applicable
(v)	Strike Date:	4 September 2015
(vi)	Initial Index Level:	the Index Level on the Strike Date
(vii)	Best Strike:	Not applicable
(viii)	Initial Averaging:	Not applicable
(ix)	Automatic Early Redemption:	Not applicable
(x)	Averaging Dates Market Disruption:			If any Averaging Date is a Disrupted Day in respect of any Index, such Averaging Date shall 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
(x i )	Barrier Level:	50 per cent. of Initial Index Level
(xii)	Observation $Date(s)$ :	Not applicable
(xiii)	Observation Period:		Barrier Condition Averaging applies
(xiv)	Barrier Condition	Applicable

	Averaging:
	Barrier Condition Averaging Dates:	Barrier Condition Averaging Period applies, for the purposes of which, only Averaging Dates which are Scheduled Trading Days in respect of each Index shall be counted.
	Barrier Condition Averaging Start Date:	The fourth Scheduled Trading Day which is a Scheduled Trading Day in respect of each Index prior to the Barrier Condition Averaging End Date
	Barrier Condition Averaging End Date:	7 September 2021
(xv)	Final Averaging:	Applicable
	Final Averaging Dates:	Final Averaging Period applies, for the purposes of which, only Averaging Dates which are Scheduled Trading Days in respect of each Index shall be counted.
	Final Averaging Start Date:	The fourth Scheduled Trading Day which is a Scheduled Trading Day in respect of each Index prior to the Final Averaging End Date
	Final Averaging End Date:	7 September 2021
(xvi)	Valuation Date:	Not Applicable

ANNEX 3

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

Statements regarding the Reference Entity:			Not Applicable
Statements Regarding the FTSE® 100 Index:			Not Applicable
Statements Regarding the FTSE® All-World Index:			Not Applicable

Statements regarding the S&P® 500 Index: Applicable

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 Invested Bank plc.

(Source: Standard & Poor's)

Statements regarding the EuroSTOXX® Index: Applicable

STOXX and its licensors (the "Licensors") have no relationship to Invested Bank plc other than the licensing of the Euro STOXX® 50 Index and the related trademarks for use in connection with the Notes.

STOXX and its Licensors do not:

• sponsor, endorse, sell or promote the Notes;
• recommend that any person invest in the Notes or any other securities:
• have any responsibility or liability for or make any decisions about the timing, amount or pricing of the Notes;
• have any responsibility or liability for the administration, management or marketing of the Notes:
• consider the needs of the Notes or the owners of the Notes 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 Notes. Specifically,

• $\bullet$ 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 Notes, the owner of the Notes or any other person in connection with the use of the Euro STOXX® 50 Index, and the data

included in the Euro STOXX® 50 Index;

• 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 Notes or any other third parties.

(Source: STOXX)

Statements regarding the MSCI® Index: Not Applicable Statements regarding the MSCI Emerging Not Applicable Market Index:

Statements regarding the Hang Seng China Applicable Enterprises (HSCEI) Index:

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 Invested Bank plc in connection with the Notes 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."

Statements regarding the Deutscher Aktien Index Not Applicable (DAX):
Statements regarding the S&P/ASX 200 (AS51) Index:	Not Applicable
Statements regarding the CAC 40 Index:	Not Applicable
Statements regarding the Nikkei 225 Index:	Not Applicable
Statements regarding the JSE Top40 Index:	Not Applicable
Statements regarding the BNP Paribas SLI Enhanced Absolute Return Index:	Not Applicable
Statements regarding the Finvex Sustainable Not Applicable Efficient Europe 30 Price Index:
Statements regarding the Finvex Sustainable Not Applicable Efficient World 30 Price Index:
Statements regarding the Tokyo Stock Exchange Price Index:	Not Applicable
Statements regarding the EVEN 30™ Index:	Not Applicable
Statements regarding the EURO 70™ Low Volatility Index:	Not Applicable

SUMMARY

Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in Sections $A - E(A \cdot I - E \cdot Z)$ .

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 Notes and any decision to invest in the Notes 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 Notes.
A.2	Consent:	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 Notes will not be publicly offered.

		Section B-Issuer
B.1	Legal and commercial name of the Issuer:	The legal name of the issuer is Invested 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 Invested 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.
Trends: B.4b		The Issuer, in its audited consolidated financial statements for the year ended 31 March 2015, reported a decrease of 6.6% in operating profit before goodwill and acquired intangibles and after non-controlling interests to £101.2 million (2014: £108.4 million). The balance sheet remains strong, supported by sound capital and liquidity ratios. At 31 March 2015, the Issuer had £5 billion of cash and near cash to support its activities, representing approximately 43.1% of its liability base. Customer deposits have increased by 10.6% since 31 March 2014 to £10.6 billion at 31 March 2015. The Issuer's loan to deposit ratio was 66.5% as at 31 March 2015 (2014: 69.9%). At 31 March 2015, the Issuer's total capital adequacy ratio was 17.5%. The Issuer's leverage ratio is 7.5%. These disclosures incorporate the deduction of foreseeable dividends as required by the Capital Requirements Regulation and European Banking Authority technical standards. The credit loss charge as a percentage of average gross core loans and advances has increased from 1.00% at 31 March 2014 to 1.16%. The Issuer's gearing ratio remains low with total assets to equity decreasing to 10 times at 31 March 2015. All financial information in respect of the year ended 31 March 2015 has been prepared following the adoption of IFRIC 21 on 1 April 2014. Comparative figures from 31 March 2014 contained in this Element B.4b (Trends) are taken from the audited financial report of the Issuer for the year ended 31 March 2015 which restated 31 March 2014 financial information as adjusted to reflect IFRIC 21.
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 and Europe, Asia/Australia and South Africa. The Issuer also holds certain of the Investec group's UK and Australia based assets and businesses.
B.9	Profit Forecast:	Not applicable.
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 undertakings for the financial years ended 31 March 2014 or 31 March 2015.
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 2014 and 31 March 2015.
		Financial features	Year Ended
			31 March 2015	31 March $2014*$
		Operating profit before amortisation of acquire intangibles, non-operating items, taxation and after non- controlling interests (£'000)	101,243	108,362
		Earnings attributable to ordinary shareholders (£'000)	105,848	50,667
		Costs to income ratio	75.5%	76.1%
		Total capital resources (including subordinated liabilities) (£'000)	2,398,038	2,581,885
		Total shareholders' equity (£'000)	1.801.115	1.912.109

Total assets (£'000)

Net core loans and advances (£'000)

Customer accounts (deposits) (£'000)

$20,035,48$

8,200,545

$11,095,78$

17,943,469

7,035,690

10,579,558

					$\mathbf{2}$
			Cash and near cash balances (£'000)	5,011,000	4,253,000
			Funds under management (£'000)	29,800,000	27,206,00
			Capital adequacy ratio	17.5%	15.8%
			Tier 1 ratio	12.1%	10.7%
			* All financial information in respect of the year ended 31 March 2015 has been prepared following the adoption of IFRIC 21 on 1 April 2014. Comparative figures from 31 March 2014 contained in this Element B.4b (Trends) are taken from the audited financial report of the Issuer for the year ended 31 March 2015 which restated 31 March 2014 financial information as adjusted to reflect IFRIC 21.
			There has been no significant change in the financial or trading position of the Issuer and its consolidated subsidiaries since 31 March 2015, 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 2015, 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 upon other entities within		The Issuer's immediate parent undertaking is Invested 1 Limited. The Issuer's ultimate parent undertaking and controlling party is Invested plc.
	the Group:		The Issuer and its subsidiaries form a UK-based group (the "Group"). The Issuer conducts part of its business through its subsidiaries and is accordingly dependent upon those members of the Group. The Issuer is not dependent on Invested plc.
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 and Europe and Australia/Asia. 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 share capital of the Issuer is owned directly by Invested 1 Limited, the ultimate parent undertaking and controlling party of which is Invested plc.
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.
		Moody's.	The long-term senior debt of the Issuer has a rating of A3 as rated by This means that Moody's is of the opinion that the Issuer is considered upper-medium grade, and is subject to low credit risk.
			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.
	The Notes to be issued have not been specifically rated.

		Section C - Securities
C.1	Description of Type and Class of Securities:	Issuance in series: The Notes will be issued in series ("Series") which may comprise one or more tranches ("Tranches") issued on different issue dates. The Notes 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 Notes are issued as Series number 102, Tranche number 1.
		Form of Notes: The applicable Final Terms will specify whether the relevant Notes will be issued in bearer form ("Bearer Notes"), in certificated registered form ("Registered Notes") or in uncertificated registered form ("Uncertificated Registered Notes"). Registered Notes and Uncertificated Registered Notes will not be exchangeable for other forms of Notes and vice versa.
		The Notes are issued in uncertificated registered form.
		Uncertificated Registered Notes 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 Notes will be participating securities for the purposes of the Regulations. Title to the Uncertificated Registered Notes 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 CRESTCo. Limited ("CRESTCo") or any additional or alternative operator from time to time approved by the Issuer and the CREST Registrar and in accordance with the Regulations. Notes in definitive registered form will not be issued either upon issue or in exchange for Uncertificated Registered Notes.
		Security Identification Number(s): The following security identification number(s) will be specified in the Final Terms.
		ISIN Code: GB00BWK1RM78
		Common Code: Not Applicable
		BWK1RM7 Sedol:
C.2	Currency of the Securities Issue:	Currency: Subject to any applicable legal or regulatory restrictions, the Notes may be issued in any currency (the "Specified Currency").
		The Specified Currency of the Notes is USD.
C.5	Free Transferability:	The Notes are freely transferable. However, applicable securities laws in certain jurisdictions impose restrictions on the offer and sale of the Notes and accordingly the Issuer and the dealers have agreed restrictions on the offer, sale and delivery of the Notes in the United States, the European Economic Area, Isle of Man, South Africa, Switzerland, Guernsey and Jersey, and such other restrictions as may be required in connection with the offering and sale of a particular Tranche of Notes in order to comply with relevant securities laws.

C.8	The Rights Attaching to the Securities, including Ranking and Limitations to those Rights:	Status: The Notes are unsecured. The Notes 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.
		Investors investing in unsecured Notes are advised to carefully evaluate the Issuer's credit risk when considering an investment in such Notes. If the Issuer became unable to pay amounts owed to the investor under the unsecured Notes, 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 Notes. The Notes are unsecured obligations. They are not deposits and they are not protected under the UK's Financial Services Compensation Scheme or any deposit protection insurance scheme.
		Denomination: The Notes will be issued in denominations of USD1,000.
		Taxation: All payments in respect of the Notes 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.
		Governing Law: English law
C.9	The Rights Attaching to the Securities	Redemption of the Notes: The Notes cannot be redeemed prior to their stated maturity (other than in specified instalments, if applicable, or for taxation reasons or an event of default.
	(Continued), Including Information as to Interest,	Interest: Series 102 are N Barrier (Income) Notes with Capital at Risk which will pay interest at an amount linked to the performance of the Underlying
	Maturity, Yield and the Representative of the Holders:	Payments of Principal: Payments of Principal in respect of Notes will be calculated by reference to a basket of indices (the "Underlying") as further described in C.15 ( Effect of the value of the underlying instruments ).
		Deutsche Trustee Company Limited (the "Trustee") has entered into a trust deed with the Issuer in connection with the programme, under which it has agreed to act as trustee for the Noteholders.
C.10	Derivative Components relating to the coupon:	The interest payments on the N Barrier (Income) Index Linked Notes with Capital at Risk will depend on the performance of a basket of indices (the "Underlying") as further described in C.15 (Effect of the value of the underlying instruments).
		The Notes will provide that interest will become payable in respect of each specified period at the end of which the level of the Underlying is greater than a specified percentage of the initial level of the Underlying. The interest in respect of each specified period is determined independently and paid to the investor on the related interest payment date.
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 Notes 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 Notes 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 (for the purposes of EU Directive

		2004/39/EC (the Markets in Financial Instruments Directive)) (the "Regulated Market") of the London Stock Exchange plc (the "London Stock Exchange").
		Application will be made for the Notes to be admitted listing on the Official List of the FCA and to trading on the London Stock Exchange effective as of the Issue Date.
C.15	Effect of value of underlying instruments:	accordingly affects the return (if any) on the Notes:	The return on the Notes is linked to the performance of an underlying instrument (being the basket of indices specified below) (the "Underlying"). The value of the worst performing index in the basket comprising the Underlying is used to calculate the redemption price of the Notes and
		Index	Weighting
		S&P500®	Not Applicable
		Euro STOXX® 50	Not Applicable
		Hang Seng China Enterprises Index ("HSCEI")	Not Applicable
		by changes in the value of the Underlying.	The market price or value of the Notes at any times is expected to be affected
C.16	Expiration or maturity date:	The Maturity Date of the Notes is 7 September 2021.
C.17	Settlement procedure:	The Notes will be cash-settled.
C.18	Return on securities:	which are linked to the Underlying.	Series 102 are N Barrier (Income) Notes with Capital at Risk, the return on
		Interest Amounts payable on the Notes
		Underlying.	The Notes pay interest in an amount linked to the performance of an
		Redemption Amount payable on the Notes
		which is linked to the Underlying.	The Notes are Index Linked Notes, the redemption amount in respect of
		relevant Underlying at certain specified times.	The calculations which are required to be made to calculate the amounts payable in relation to each type of Note will be based on the level of the
		Capital at Risk
		The Notes have capital at risk.
		in the investor receiving an amount less than their initial investment.	N Barrier (Income) Notes with Capital at Risk: The return on these Notes at maturity will be based on the performance of the Underlying and, since the Notes are not capital protected, in certain circumstances, this may result
		paid to the investor on the related interest payment date.	An interest payment (an "Interest Amount") will become payable in respect of each specified period at the end of which the level of the worst performing index in the basket comprising the Underlying is greater than a specified percentage of the initial level of the worst performing index in the basket comprising the Underlying (the "Interest Amount Level"). The Interest Amount in respect of each specified period is determined independently and At maturity, the final level of the worst performing index in the basket

		investment.		comprising the Underlying is used to determine the return of the initial
		Scenario A-Digital Return
		("Digital Return").		If at maturity the level of the worst performing index in the basket comprising the Underlying is greater than a specified percentage of the initial level of the worst performing index in the basket comprising the Underlying, an investor will receive their initial investment multiplied by a specified percentage return of at least 100%
		Scenario $B - No$ Return
		Condition"* is satisfied.		If at maturity the level of the worst performing index in the basket comprising the Underlying is less than or equal to a specified percentage of the initial level of the worst performing index in the basket comprising the Underlying, an investor will receive its initial investment with no additional return, provided that the "Barrier
		Scenario $C$ - Loss of Investment
				If at maturity the level of the worst performing index in the basket comprising the Underlying is less than a specified percentage of the initial level of the worst performing index in the basket comprising the Underlying and the "Barrier Condition" is not satisfied, an investor's investment will be reduced by an amount linked to the decline in performance of the Underlying (the "downside"); this downside performance may be subject to gearing (i.e. a percentage by which any change in the level of the Underlying is multiplied) ("Downside Return 1").
		Terms.		* The "Barrier Condition" is satisfied where the worst performing index in the basket comprising the Underlying has not fallen below a specified percentage of the initial level of the worst performing index in the basket comprising the Underlying either: (i) at any time during the period specified in the relevant Final Terms or (ii) on a particular date or several dates (averaging dates) specified in the relevant Final
C.19	Exercise price or final reference price of the	The determination of the performance of each of the indices comprising the Underlying will be carried out by the Calculation Agent, being Investec Bank plc as at the Valuation Time.
	underlying:	closing level on the issue date.		The initial level of each of the indicies comprising the basket will be the
		start date to and including the final averaging end date.		The final level of each of the indices comprising the basket will be the arithmetic average of the closing level as at the Valuation Time on each scheduled trading day in the period from and including the final averaging
		by the Calculation Agent, being Investec Bank plc.		The determination of the redemption amount of the Notes will be carried out
C.20	Type of the underlying:	The Underlying relating to the Notes is a basket of indices, details of which are set out in the following table, including information about where further information can be obtained about the past and further performance of the Underlying.
		Index	Weighting	Where information can be obtained about the past the further and performance of the index
		S&P500®	Not Applicable	Bloomberg
		Euro STOXX ® 50	Not Applicable	Bloomberg
		HSCEI	Not Applicable	Bloomberg

	Section D - Risks
D.2	Risks specific to the issuer:	In relation to Public Offers of the Notes, the Notes 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.
		The following are the key risks applicable to the Issuer:
		The Issuer's businesses, earnings and financial condition may be affected by the instability in the global financial markets The performance of the Issuer may be influenced by the economic conditions of the countries in which it operates, particularly the UK, Europe, Asia and Australia.
		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 mitigates capital and liquidity risk by careful management of its balance sheet, through, for example, capital and other fund-raising activities, disciplined capital allocation, maintaining surplus liquidity buffers and diversifying its funding sources. The Issuer is required by regulators in jurisdictions in which it undertakes regulated activities, to maintain adequate capital and liquidity. 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 may cause exceptional changes in the Issuer's markets, products and other businesses. Any exceptional changes, including, for example, substantial reductions in profits and retained earnings as a result of write-downs or otherwise, delays in the disposal of certain assets or the ability to access sources of liability, including customer deposits and wholesale funding, as a result of these circumstances, or otherwise, 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.
		Credit risk exposes the Issuer to losses caused by financial or other problems experienced by its clients or other third parties
		Risks arising from changes in credit quality and the recoverability of loans and amounts due from counterparties are inherent in a wide range of the Issuer's businesses. The Issuer is exposed to the risk that third parties that owe it money, securities or other assets will not perform, or will be unable to perform, their obligations which could adversely affect the Issuer's results of operations or financial condition. These parties include clients, governments, trading or reinsurance counterparties, clearing agents, exchanges, other financial intermediaries or institutions, as well as issuers whose securities the Issuer holds, who may default on their obligations to the Issuer due to bankruptcy, lack of liquidity, operational failure, economic or political

		conditions or other reasons. In addition, approximately one third of the Issuer's loan portfolio comprises lending collateralised by property. There is no individual concentration risk and there is little lending against speculative property development. A deterioration in the property markets could affect the quality of the Issuer's security relating to such loans and could negatively impact on the level of impairments required to be recorded in the event that a borrower defaults. The occurrence of such events has led and may lead to future impairment charges and additional write-downs and losses for the Issuer. In addition, the information that the Issuer uses to manage its credit risk may be inaccurate or incomplete, leading to an inability on the part of the Issuer to manage its credit risk effectively.
D.3	Risks specific to the securities:	Series 102 are N Barrier (Income) Notes with Capital at Risk, the return on which are linked to the worst performing of the indices comprising the Underlying.
		The following are the key risks applicable to the Notes:
		Capital at Risk: N Barrier (Income) Notes with Capital at Risk may not be capital protected.
		The value of the Notes issuable under the Programme prior to maturity depends on a number of factors including the performance of the worst performing index in the basket comprising the Underlying. A deterioration in the performance of the Underlying may result in a total or partial loss of the investor's investment in the Notes.
		As such Notes are not capital protected, there is no guarantee that the return on such a Note will be greater than or equal to the amount invested in the Notes 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 Notes 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.
		Unsecured Notes: Investors investing in unsecured Notes are advised to carefully evaluate the Issuer's credit risk when considering an investment in such Notes. If the Issuer became unable to pay amounts owed to the investor under the unsecured Notes, 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 Notes. The Notes are unsecured obligations. They are not deposits and they are not protected under the UK's Financial Services Compensation Scheme or any deposit protection insurance scheme.
		Return linked to performance of the relevant Underlying: The return on the Notes is calculated by reference to the performance of the worst performing index in the basket comprising 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 Notes are not capital protected, if at maturity the level of the worst performing index in the basket comprising the Underlying is less than or equal to a specified level, investors may lose their right to return of all their principal at maturity and may suffer a reduction of

their capital in proportion (or a proportion multiplied by a leverage factor) with the decline of the level of the worst performing index in the basket comprising the Underlying, in which case investors would be fully exposed to any downside of the worst performing index in the basket comprising the Underlying during such specified period.
Leverage factor: Depending on the formulae for calculating the return on the Notes specified in the Final Terms, the Notes may have a leveraged exposure to the Underlying, in that the exposure of each Note to the Underlying may be less than the nominal amount of the Note. Positive leveraged 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 Notes as compared to an unleveraged exposure.
Interest linked to Underlying: The return interest payable on Phoenix Kick Out Notes with Capital at Risk, Range Accrual Equity Linked Notes (Income) with Capital at Risk, Range Accrual Equity Linked Notes (Income) without Capital at Risk, N Barrier Equity Linked Notes (Income) with Capital at Risk, Inflation (RPI Principal and Interest) Linked Notes without Capital at Risk, Inflation (RPI Interest only) Linked Notes without Capital at Risk and Inflation Linked Notes with Capital at Risk will be dependent on the level of the worst performing index in the basket comprising the Underlying during the applicable interest period or at the end of the interest period. Noteholders will be exposed to the risk of a prolonged increase or decline in, or volatility of, the relevant index that causes a negative performance in the Underlying, or causes the level of the relevant Underlying to fall outside of the specified range or below the specified level, and this could result in a decrease in the interest payments on the Notes or no interest being payable in relation to the Notes.
Tax: Noteholders will be liable for and/or subject to any taxes, including withholding tax, payable in respect of the Notes.

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 Conditions of the Offer:	Not Applicable
E.4	Interests Material to the Issue:	The Issuer may be the Calculation Agent responsible for making determinations and calculations in connection with the Notes and may also be the valuation agent in connection with the reference asset(s). Such determinations and calculations will determine the amounts that are required to be paid by the Issuer to holders of the Notes. Accordingly when the Issuer acts as Calculation Agent, or Valuation Agent its duties as agent (in the interest of holders of the Notes) may conflict with the interest as issuer of the Notes.
E.7	Estimated Expenses:	Not applicable. Expenses in respect of the offer or listing of the Notes are not charged by the Issuer or Dealers to the Investor.