Investec PLC — Capital/Financing Update 2017

May 5, 2017

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

4 May 2017

Investec Bank plc Issue of USD600,000 Kick Out Notes with Capital at Risk 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 20 July 2016, which together with the supplemental prospectus dated 9 December 2016 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 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. A summary of the offer of the Notes is annexed to these Final Terms.

1.	Issuer:		Investec Bank plc
2.	(a)	Series Number:	323
	(b)	Tranche Number:	1
3.		Specified Currency or Currencies:	USD
4.		Aggregate Nominal Amount:
	(a)	Series:	USD600,000
	(b)	Tranche:	USD600,000
5.	Issue Price:		100 per cent. of the Aggregate Nominal Amount
6.	(a)	Specified Denominations:	USD1.00
	(b)	Calculation Amount:	USD1.00
7.	(a)	Issue Date:	5 May 2017
	(b)	Interest Commencement Date:	Not Applicable
8.		Maturity Date:	5 May 2023
9.		Interest Basis:	Not Applicable
10.	Redemption/Payment Basis:		Index Linked Notes (see Annex 1 (Equity/Index/Dual Underlying Linked Note Provisions) to this Final Terms for further details)
11.		Change of Interest Basis or Redemption/Payment Basis:	Not Applicable

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.	Coupon Step-up	Not Applicable
21.	Zero Coupon Notes	Not Applicable

PROVISIONS RELATING TO REDEMPTION

22.	Final Redemption Amount of each Note:	Index Linked Notes (see Annex 1
		(Equity/Index/Dual Underlying Linked Note
		Provisions) to these Final Terms for further
		details)
23.	Early Redemption Amount:

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): Fair Market Value

1. Details relating to Instalment Notes: Not Applicable

2. Issuer Call Option Not Applicable

3. Noteholder Put Option Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

27.	Form of Notes:	Bearer Notes: Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event.
28.	Additional Financial Centre(s) or other special provisions relating to Payment Days:	Not Applicable

1. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): No

DISTRIBUTION

30.	(a)	If	syndicated, addresses of Managers:	names	and	Not Applicable
	(b)	Date	of Subscription Agreement:			Not Applicable
31.	relevant Dealer:		If non-syndicated, name and address of			Investec Bank plc, 2 Gresham Street, London EC2V 7QP. Investec Bank plc will initially subscribe for up to 15% of the principal amount of the Tranche as unsold allotment. Investec Bank plc may subsequently place such Notes in the secondary market or such Notes may subsequently be repurchased by the Issuer and cancelled.
32.	Total commission and concession:					Not Applicable
33.			U.S. Selling Restrictions:			Reg. S Compliance Category: 2;
						TEFRA D
	TAXATION
34.	Taxation:					Condition 7A (Taxation - No Gross up) applies
	SECURITY
35.			Security Provisions:			Not Applicable
	CREDIT LINKAGE
36.	Credit Linkage					Not Applicable

PART B – OTHER INFORMATION

1. LISTING

(a) Listing: Official List of the FCA (b) 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.

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

(a)	Reasons for the offer:	Information not required
(b)	Estimated net proceeds:	Information not required
(c)	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

(a)	ISIN Code:	XS1592868944
(b)	SEDOL Code:	Not Applicable
(c)	Common Code:	159286894
(d)	Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s):	Not Applicable
(e)	Delivery:	Delivery against payment

• (f) Additional Paying Agent(s) (if any): Not Applicable
• (g) Common Depositary: Deutsche Bank AG, London Branch
• (h) Calculation Agent: Investec Bank plc
• (i) is Calculation Agent to make calculations? Yes
• (ii) if not, identify calculation agent: Not Applicable

7. TERMS AND CONDITIONS OF THE OFFER

Not Applicable

ANNEX 1 EQUITY/INDEX/DUAL UNDERLYING LINKED NOTE PROVISIONS

1.	Type of Note:	Index Linked Note
2.	Type of Underlying:	Basket of Indices
3.	Physical Settlement	Not Applicable
4.	Redemption and Interest Payment Provisions:
(a)	Kick Out Notes with Capital at Risk Redemption Provisions	Applicable
	 Return Threshold:	50 per cent. of Initial Index Level
	 Digital Return	151.60 per cent.
	 Upside Return:	Not Applicable
	 Cap:	Not Applicable
	 Gearing 1:	Not Applicable
	 Downside Return 1:	Applicable
	 Downside Return 2:	Not Applicable
	 Gearing 2:	Not Applicable
	 Lower Strike:	Not Applicable
	 Upper Strike:	Not Applicable
(b)	Kick Out Notes without Capital at Risk Redemption Provisions	Not Applicable
(c)	Phoenix Kick Out Notes with Capital at Risk Redemption Provisions	Not Applicable
(d)	Upside Notes with Capital at Risk Redemption Provisions	Not Applicable
(e)	Upside Notes without Capital at Risk Redemption Provisions	Not Applicable
(f)	N Barrier (Income) Notes with Capital at Risk Redemption Provisions	Not Applicable
(g)	Range Accrual (Income) Notes with Capital at Risk Redemption Provisions	Not Applicable
(h)	Range Accrual Notes (Income) without Capital at Risk	Not Applicable
(i)	Reverse Convertible Notes with Capital at	Not Applicable

Risk

• (j) Dual Underlying Kick Out Notes with Capital at Risk Redemption Provisions Not Applicable
• (k) Dual Underlying Upside Notes with Capital at Risk Redemption Provisions Not Applicable

5. Additional Provisions

(a) Underlying

	(i)	Basket of Indices:		Index	Index Sponsor	Exchange	Weighting
				S&P/ASX 200 (AS51)	Standard & Poors	New York Stock Exchange (Non Multi Exchange Index)	Not Applicable
				Hang Seng China Enterprises	HSI Services Limited	Hong Kong Stock Exchange (Non Multi Exchange Index)	Not Applicable
				FTSE™ 100	FTSE International Limited	London Stock Exchange plc (Non-Multi Exchange Index)	Not Applicable
				Russell 2000®	Frank Russell Company	New York Stock Exchange (Non Multi Exchange Index)	Not Applicable
	(ii)	Worst Provisions:	of	Applicable
	(iii)	Best Provisions:	of	Not Applicable
(b)		Averaging Dates Market Disruption:		Not Applicable
(c)	Additional Disruption Events:			Hedging Disruption and Increased Cost of Hedging
(d)	Business Day:			A day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London.
(e)		Valuation Time:		The time at which the Index Sponsor publishes the closing level of the Index

(f)	Strike Date:	28	April 2017
(g)	Initial Index Level	The Level	on the Strike Date
(h)	Initial Averaging:	Not Applicable
(i)	Automatic Redemption:	Early Applicable
	 Automatic Redemption Event:	Automatic Early Early Redemption Valuation Date	Automatic Early Redemption Date.	Automatic Early Redemption Amount	Automatic Early Redemption Threshold
		29 April 2019	The date which is 2 Business Days immediately following the relevant Automatic Early Redemption Valuation Date	117.20 per cent. of Issue Price	100 per cent. of Initial Index Level
		28 October 2019	The date which is 2 Business Days immediately following the relevant Automatic Early Redemption Valuation Date	121.50 per cent. of Issue Price	100 per cent. of Initial Index Level
		28 April 2020	The date which is 2 Business Days immediately following the relevant Automatic Early Redemption Valuation Date	125.80 per cent. of Issue Price	100 per cent. of Initial Index Level
		28 October 2020	The date which is 2 Business Days immediately following the relevant Automatic Early Redemption Valuation Date	130.10 per cent. of Issue Price	100 per cent. of Initial Index Level
		28 April 2021	The date which is 2 Business Days immediately following the	134.40 per cent. of Issue Price	100 per cent. of Initial Index Level

relevant Automatic Early Redemption Valuation Date

		28 October 2021	The date which is 2 Business Days immediately following the relevant Automatic Early Redemption Valuation Date	138.70 per cent. of Issue Price	100 per cent. of Initial Index Level
		28 April 2022	The date which is 2 Business Days immediately following the relevant Automatic Early Redemption Valuation Date	143.00 per cent. of Issue Price	100 per cent. of Initial Index Level
		28 October 2022	The date which is 2 Business Days immediately following the relevant Automatic Early Redemption Valuation Date	147.30 per cent. of Issue Price	100 per cent. of Initial Index Level
(j)	Automatic Early Redemption Averaging:	Not Applicable
(k)	Barrier Condition:	Not Applicable
(l)	Barrier Averaging:	Not Applicable
(m)	Final Index Level:	The Level on the Final Redemption Valuation Date
	(i) Final Redemption Valuation Date:	28 April 2023
(n)	Final Averaging:	Not Applicable

ANNEX 2 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:	Applicable

The Notes 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™ 100 Index or the FTSE™ All-World Index (each an "Index") and/or the figure at which an Index stands at any particular time on any particular day or otherwise. Each 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 an 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 trade marks 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: Not Applicable Statements regarding the EuroSTOXX® Index: Not Applicable Statements regarding the S&P/ASX 200 (AS51) Index: Applicable

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 Notes 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 Notes 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 Products or any member of the public regarding the advisability of investing in securities generally or in Investec Bank plc's Products particularly or the ability of the Index to track general market performance. S&P 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 Products. S&P Dow Jones Indices and ASX have no obligation to take the needs of Investec Bank plc or the owners of Investec Bank plc's Products 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 Products or the timing of the issuance or sale of Investec Bank plc's Products 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 Products 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.

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

"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 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."

(Source: Hang Seng Indexes Company Limited and Hang Seng Data Services Limited)

Statements regarding the Russell 2000® Index: Applicable

Frank Russell Company ("Russell") is the source and owner of the trademarks, service marks and copyrights related to the Russell Indexes. Russell® is a trademark of Frank Russell Company. Neither Russell nor its licensors accept any liability for any errors or omissions in the Russell Indexes and / or Russell ratings or underlying data and no party may rely on any Russell Indexes and / or Russell ratings and / or underlying data contained in this communication. No further distribution of Russell

Data is permitted without Russell's express written consent. Russell does not promote, sponsor or endorse the content of this communication.

The Russell 2000® Index (the "Index") is a trademark of Russell and have been licensed for use by Investec Bank plc. The notes are not in any way sponsored, endorsed, sold or promoted by Russell or the London Stock Exchange Group companies ("LSEG") (together the "Licensor Parties") and none of the Licensor Parties make any claim, prediction, warranty or representation whatsoever, expressly or impliedly, either as to (i) the results to be obtained from the use of the Index (upon which the notes are based), (ii) the figure at which the Index is said to stand at any particular time on any particular day or otherwise, or (iii) the suitability of the Index for the purpose to which it is being put in connection with the notes. None of the Licensor Parties have provided or will provide any financial or investment advice or recommendation in relation to the Index to Investec Bank plc or to its clients. The Index is calculated by Russell or its agent. None of the Licensor Parties shall be (a) liable (whether in negligence or otherwise) to any person for any error in the Index or (b) under any obligation to advise any person of any error therein.

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 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	The legal name of the issuer is Investec Bank plc (the "Issuer").
	name of 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 half yearly financial report for the six month period ended 30 September 2016, reported a decrease of 7.4% in operating profit before goodwill and acquired intangibles and after non-controlling interests to £85.16 million (September 2015: £91.92 million). The balance sheet remains strong, supported by sound capital and liquidity ratios. At 30 September 2016, the Issuer had £6.1 billion of cash and near cash to support its activities, representing 49% of its customer deposits. Customer deposits have increased by 12% since 31 March 2016 to £12.3 billion at 30 September 2016. The Issuer's loan to deposit ratio was 67.1% as at 30 September 2016 (March 2016: 70.5%). At 30 September 2016, the Issuer's total capital adequacy ratio was 16.5% and its tier 1 ratio was 11.8%. The Issuer's anticipated 'fully loaded' common equity tier 1 ratio and leverage ratio are 11.8% and 7.3%, respectively (where 'fully loaded' is based on Capital Requirements Regulation ("CRR") requirements as fully phased in by 2022). These disclosures incorporate the deduction of foreseeable dividends as required by the CRR and European Banking Authority technical standards. Excluding this deduction, the ratio would be 0.31% higher. The credit loss charge as a percentage of average gross core loans and advances has decreased from 1.13% at 31 March 2016 to 0.74%. The Issuer's gearing ratio remains low with total assets to equity increasing to 10.2 times at 30 September 2016.
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	Not Applicable.
	Forecast:
B.10	Audit Report	Not Applicable. There are no qualifications in the audit reports on the
	Qualifications:	audited, consolidated financial statements of the Issuer and its subsidiary
		undertakings for the financial years ended 31		March		2015 or 31 March
		2016.
B.12	Key Financial	The selected financial information set out below has been extracted without
	Information:	material adjustment from the audited consolidated financial statements of
		the Issuer for the years ended 31 March 2015 and 31 March 2016 and the unaudited half yearly financial report of the Issuer for the six month period
		ended 30 September 2015 and the six month period ended 30 September
		2016.
		Financial features	Six Months Ended 30 September		Year Ended 31 March
			2016	2015	2016	2015
		Operating profit before amortisation of
		acquired intangibles, non-operating items,
		taxation and after non-controlling interests (£'000) 85,160		91,921	146,347	101,243
		Earnings attributable to ordinary
		shareholders (£'000) Costs to income ratio 75.1%	62,385	60,091 71.6%	96,635 73.3%	105,848 75.7%
		Total capital resources (including
		subordinated liabilities) (£'000) 2,571,530 Total shareholders' equity (£'000) 1,946,355		2,470,050 1,845,258	2,440,165 1,842,856	2,398,038 1,801,115
		Total assets (£'000) 19,867,188		16,933,304	18,334,568	17,943,469
		Net core loans and advances (£'000) 8,268,436 Customer accounts (deposits) (£'000) 12,328,366		7,186,326 10,039,603	7,781,386 11,038,164	7,035,690 10,579,558
		Cash and near cash balances (£'000) 6,062,943		4,354,356	5,046,000	5,011,000
		Funds under management (£'000) 33,723,000 Capital adequacy ratio 16.5%		28,708,000 18.6%	30,100,000 17.0%	29,800,000 17.5%
		Tier 1 ratio11.8%		13.1%	11.9%	12.1%
		There has been no significant change in the financial				or trading position of
		the Issuer and its consolidated subsidiaries since 30 September 2016, being
		the end of the most recent financial period for which it has published interim financial statements.
		There has been no material adverse change in the prospects of the Issuer
		since the financial year ended 31 March 2016, 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's immediate parent undertaking is Investec 1 Limited. The
	upon other	Issuer's ultimate parent undertaking and controlling party is Investec plc.
	entities within
	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 Investec plc.
B.15	The Issuer's	The principal business of the Issuer consists of Wealth & Investment and
	Principal	Specialist Banking.

	Activities:	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 a select client base in the United Kingdom and Europe and Australia/Asia and certain other countries. 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 Investec 1 Limited, the ultimate parent undertaking and controlling party of which is Investec 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's expectation of default risk is currently low and Fitch is of the opinion that the Issuer's capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity.
		The long-term senior debt of the Issuer has a rating of A2 as rated by Moody's. 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 323, 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 (such Notes being recorded on a register as being held in uncertificated book-entry 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 bearer form.
		Security Identification Number(s): The following security identification number(s) will be specified in the Final Terms.
		ISIN Code: XS1592868944
		Common Code: 159286894
		SEDOL: Not Applicable
C.2	Currency of the Securities	Currency: Subject to any applicable legal or regulatory restrictions, the Notes may be issued in any currency (the "Specified Currency").
	Issue:	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 USD1.00.
		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 (Continued), Including	Redemption of the Notes: The Notes cannot be redeemed prior to their stated maturity (other than upon the occurrence of a kick out, in specified instalments or upon the occurrence of an automatic early termination event, if applicable, or for taxation reasons or an event of default).
	Information as to Interest,	Interest: The Notes are non-interest bearing.
	Maturity, Yield and the Representative	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).
	of the Holders:	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:	Not Applicable.
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") Regulated Market of the London Stock Exchange plc (the "London Stock Exchange").
		Application will be made for the Notes to be admitted to listing on the Official List of the FCA and to trading on the London Stock Exchange effective on or around the Issue Date.

	Index		Weighting
	Hang Seng China Enterprises		Not Applicable
	FTSETM 100		Not Applicable
	Russell 2000®		Not Applicable
	S&P/ASX 200 (AS51)		Not Applicable
	at the relevant	amount specified "Automatic Early Redemption Date").	If on one of the dates specified below (the "Automatic Early Redemption Valuation Date") the performance of the worst performing index in the basket comprising the Underlying is greater than the level specified (the "Automatic Early Redemption Threshold"), the Notes will be redeemed below (the Redemption Amount") on the applicable date prior to maturity (the	"Automatic Early
	Automatic Early Redemption Valuation Date	Automatic Early Redemption Date	Automatic Early Redemption Amount	Automatic Early Redemption Threshold
	29 April 2019	The date which is 2 Business Days immediately following the relevant Automatic Early Redemption Valuation Date	117.20 per cent. of Issue Price	100 per cent. of Initial Index Level
	28 October 2019	The date which is 2 Business Days immediately following the relevant Automatic Early Redemption Valuation Date	121.50 per cent. of Issue Price	100 per cent. of Initial Index Level
	28 April 2020	The date which is 2 Business Days immediately following the relevant Automatic Early Redemption Valuation Date	125.80 per cent. of Issue Price	100 per cent. of Initial Index Level

	The date which is 2 Business Days immediately following the relevant Automatic Early Redemption Valuation Date	130.10 per cent. of Issue Price	100 per cent. of Initial Index Level
28 April 2021	The date which is 2 Business Days immediately following the relevant Automatic Early Redemption Valuation Date	134.40 per cent. of Issue Price	100 per cent. of Initial Index Level
28 October 2021	The date which is 2 Business Days immediately following the relevant Automatic Early Redemption Valuation Date	138.70 per cent. of Issue Price	100 per cent. of Initial Index Level
28 April 2022	The date which is 2 Business Days immediately following the relevant Automatic Early Redemption Valuation Date	143.00 per cent. of Issue Price	100 per cent. of Initial Index Level
28 October 2022	The date which is 2 Business Days immediately following the relevant Automatic Early	147.30 per cent. of Issue Price	100 per cent. of Initial Index Level

		The market price or value of the Notes at any times is expected to be affected by changes in the value of the Underlying.
C.16	Expiration or maturity date:	The Maturity Date of the Notes is 5 May 2023.
C.17	Settlement procedure:	The Notes will be cash-settled.
C.18	Return on securities:	Series 323 are Kick Out Notes with Capital at Risk, the return on which are linked to the Underlying.
		Interest Amounts payable on the Notes
		The Notes are non-interest bearing.
		Redemption Amount payable on the Notes
		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, price or value (as applicable) of the relevant Underlying at certain specified times, where the "level" is in respect of an index, a basket of indices, or an inflation index, "price" is in respect of a share or "value" is in respect of a basket of shares.
		The Notes are Index Linked Notes, the redemption amount in respect of which is linked to the worst performing index in the basket comprising the Underlying.
		Capital at Risk
		The Notes have capital at risk.
		Redemption provisions in respect of Kick Out Notes with Capital at Risk:
		If there has been no kick out, the return on the Notes at maturity will be based on the final level of the worst performing index in the basket comprising the Underlying (calculated as described in C.19 (Exercise price or final reference price of the underlying)), in certain circumstances this may result in the investor receiving an amount less than their initial investment.
		Scenario A – Digital Return
		If at maturity the level of the worst performing index in the basket comprising the Underlying is greater than or equal to a specified percentage of the initial level of such index, an investor will receive a cash amount equal to their initial investment multiplied by a specified percentage return of at least 100% ("Digital Return").
		Scenario B – No Return
		Not applicable as no "Barrier Condition" has been specified in relation to the Notes.
		Scenario C – Loss of Investment

		is multiplied).	to gearing (i.e. a percentage by which any change in the level of such index	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 such index, an investor will receive a cash amount equal to their initial investment reduced by an amount linked to the decline in performance of the worst performing index in the basket comprising the Underlying (the "downside"); this downside performance may be subject
C.19	Exercise price or final reference price		the Calculation Agent, being Investec Bank plc as at the Valuation Time.	The determination of the performance of Underlying will be carried out by
	of the underlying:	be its closing level on the Strike	Date.	The initial level of each index in the basket comprising the Underlying will
		final redemption valuation	The final level of each index in the basket comprising date.	the Underlying will be the official closing level of such index as at the Valuation Time on the
		early redemption valuation date.		The level of the Underlying used to determine whether or not an automatic early redemption is applicable will be the closing level of the worst performing index in the basket comprising the Underlying on the automatic
			out by the Calculation Agent, being Investec Bank plc.	The determination of the redemption amount of the Notes will be carried
C.20	Type of the underlying:	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
				Where information can be obtained about the past and the further performance of the
		Index	Weighting	index
		Russell 2000®	Not Applicable	Bloomberg
		FTSETM 100	Not Applicable	Bloomberg
		S&P/ASX 200 (AS51)	Not Applicable	Bloomberg
		Hang Seng China Enterprises	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:
		Market risks, business and general macro-economic conditions and fluctuations as well as volatility in the global financial markets could adversely affect the Issuer's business in many ways.
		The Issuer is subject to risks arising from general macro-economic conditions in the countries in which it operates, including in particular the UK, Europe, Asia and Australia, as well as global economic conditions.
		The Issuer is subject to risks concerning customer and counterparty credit quality.
		Credit and counterparty risk is defined as the risk arising from an obligor's (typically a client's or counterparty's) failure to meet the terms of any agreement. Credit and counterparty risk arises when funds are extended, committed, invested, or otherwise exposed through contractual agreements, whether reflected on- or off-balance sheet.
		The Issuer's credit risk arises primarily in relation to its Specialist Banking business, through which it offers products such as private client mortgages and specialised lending to high income professionals and high net worth individuals and a range of lending products to corporate clients, including corporate loans, asset based lending, fund finance, asset finance, acquisition finance, power and infrastructure finance, resource finance and corporate debt securities. Within its Wealth & Investment business, the Issuer is subject to relatively limited settlement risk which can arise due to undertaking transactions in an agency capacity on behalf of clients.
		In accordance with policies overseen by its Central Credit Management department, the Issuer makes provision for specific impairments and calculates the appropriate level of portfolio impairments in relation to the credit and counterparty risk to which it is subject.
		Increased credit and counterparty risk could have a material adverse impact on the Issuer's business, results of operations, financial condition and prospects.
		The Issuer is subject to liquidity risk, which may impair its ability to fund its operations.
		Liquidity risk is the risk that the Issuer has insufficient capacity to fund increases in its assets, or that it is unable to meet its payment obligations as they fall due, without incurring unacceptable losses. This includes repaying depositors and repayments of wholesale debt. This risk is inherent in all banking operations and can be impacted by a range of institution-specific and market-wide events.

		The Issuer may have insufficient capital in the future and may be unable to secure additional financing when it is required.
		The prudential regulatory capital and liquidity requirements applicable to banks have increased significantly over the last decade, largely in response to the financial crisis that commenced in 2008 but also as a result of continuing work undertaken by regulatory bodies in the financial sector subject to certain global and national mandates. These prudential requirements are likely to increase further in the short term, not least in connection with ongoing implementation issues, and it is possible that further regulatory changes may be implemented in this area in any event.
		If the Issuer fails to meet its minimum regulatory capital or liquidity requirements, it may be subject to administrative actions or sanctions. In addition, a shortage of capital or liquidity could affect the Issuer's ability to pay liabilities as they fall due, pay future dividends and distributions, and could affect the implementation of its business strategy, impacting future growth potential.
D.3	Risks specific to the securities:	Series 323 are Kick Out Notes with Capital at Risk, the return on which are linked to the worst performing index in the basket comprising the Underlying.
		The following are the key risks applicable to the Notes:
		Capital at Risk: Kick Out Notes with Capital at Risk are not 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 applicable Underlying. A deterioration in the performance of the worst performing index in the basket comprising 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 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.
		Investment Products: The Notes 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 index 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 a specified level, investors may lose their right to return of all their principal 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.

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	Not Applicable. The use of proceeds is to make a profit and/or hedge risks.
	the Offer and
	Use of
	Proceeds:
E.3	Terms and	Not Applicable.
	Conditions of
	the Offer:
E.4	Interests	The Issuer may be the Calculation Agent responsible for making
	Material to	determinations and calculations in connection with the Notes and may also
	the Issue:	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	Not Applicable. Expenses in respect of the offer or listing of the Notes are
	Expenses:	not charged by the Issuer or Dealers to the Investor.