Investec PLC — Capital/Financing Update 2018

Mar 6, 2018

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

6 March 2018

Investec Bank plc

Issue of GBP14.000.000 Kick Out Notes with Capital at Risk under the £4,000,000,000 Zebra Capital Plans Retail Structured Products Programme

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 £4,000,000,000 Zebra Capital Plans Retail Structured Products Programme (the "Programme") dated 10 August 2017 which together with the supplemental prospectus dated 11 December 2017 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 terms and conditions 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.investecstructured products.com and during normal working hours from Investec Bank plc, 2 Gresham Street, London EC2V 7QP, 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.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC ("IMD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive. Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

	Issuer:	Investec Bank plc
2.	Series Number: (a)	ZCP2018-14S
	Tranche Number: (b)
3.	Specified Currency or Currencies:	Pounds Sterling ("GBP")
4.	Aggregate Nominal Amount:
	Series: (a)	GBP14,000,000

	(b)	Tranche:	GBP14,000,000
5.	Issue Price:		100 per cent. of the Aggregate Nominal Amount
6.	(a)	Specified Denominations:	GBP1.00
	(b)	Calculation Amount:	GBP1.00
7.	Issue Date:		7 March 2018
8.		Maturity Date:	7 March 2025
9.	Redemption/Payment Basis:		Final Redemption Amount linked to value of Preference Shares in accordance with Condition 5 (Redemption and Purchase)
10.	(a)	Security Status:	Secured Notes. The Issuer has designated the Notes as covered bonds.
	(b)	Secured Portion:	100 per cent of the Notes.
	(c)	Date Board approval for issuance of Notes obtained:	Not Applicable

PROVISIONS RELATING TO REDEMPTION

Final Redemption Amount of Final Redemption Amount linked to value of 12. (a) Preference Shares in accordance with Condition 5 each Note: (Redemption and Purchase) Classes of Preference Shares to (b) which this Series of Notes are linked and their respective Preference Share Preference Share Weightings: Class Weighting Class ZCP2018- 20 % of the Aggregate Nominal Amount of the 14S Notes Upside Notes with Capital at Not Applicable (c) Risk Terms (d) Upside Plus Notes with Capital Not Applicable at Risk Terms (e) Kick Out Upside Plus Notes Not Applicable with Capital at Risk Terms (f) Kick Out Notes with Capital at Applicable Risk Terms	11.	Issuer Call:	Not Applicable
				Issue Price of Preference Share
				GBP 1000
60 per cent. of the Initial Index Level Return Threshold:

		Digital Return:	138.85 per cent.
	۰	Upside Return:	Not Applicable
		Cap:	Not Applicable
		Gearing:	Not Applicable
	(g)	N-Barrier (Accumulation) Notes with Capital at Risk Terms	Not Applicable
	(h)	Range Accrual (Accumulation) Notes with Capital at Risk Terms	Not Applicable
	(i)	Dual Underlying Linked Kick Out Notes with Capital at Risk Terms	Not Applicable
	(j)	Dual Underlying Linked Upside Notes with Capital at Risk Terms	Not Applicable
13.		ADDITIONAL PROVISIONS
	(a)	Type of Preference Share	Index Linked Preference Shares
	(b)	Type of Underlying	Single Index
	(c)	Underlying
		Index: ٠	FTSE® 100
		Index Sponsor: ٠	FTSE International Limited
		Exchange:	London Stock Exchange plc
		Multi-Exchange Index:	No
		Non Multi-Exchange ٠ Index:	Yes
		Worst of Provisions:	Not Applicable
		Best of Provisions:	Not Applicable
	(d)	Additional Disruption Events:	Hedging Disruption and Increased Cost of Hedging
	(e)	Averaging Dates Market Disruption:	Not Applicable
	(f)	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 and the Cayman Islands.

Valuation Time: $(g)$ The time at which the Index Sponsor publishes the closing level of the Index.

Strike Date: $(h)$

$\bullet$

$(i)$

$(k)$

Initial Index Level: The Level of the Index on the Strike Date

Not Applicable

28 February 2018

• Initial Averaging: $(j)$
• Automatic Early Redemption: Applicable

Automatic Early Redemption Event:	Automatic Early Redemption Valuation Date	Automatic Early Redemption Date	Automatic Early Redemption Amount	Automatic Early Redemption Threshold
	28 February 2019	The date which is 5 Business Days immediately following the relevant Automatic Early Redemption Valuation Date	105.55 per cent. of Issue Price	100 per cent. of Initial Index Level
	28 February 2020	The date which is 5 Business Days immediately following the relevant Automatic Early Redemption Valuation	111.10 per cent. of Issue Price	100 per cent. of Initial Index Level
		Date
	1 March 2021	The date which is 5 Business Days immediately	116.65 per cent. of Issue Price	100 per cent. of Initial Index Level
		following the relevant Automatic Early Redemption Valuation Date
	28 February 2022	The date which is 5 Business Days immediately following the relevant Automatic Early	122.20 per cent. of Issue Price	100 per cent. Initial of Index Level

			Redemption Valuation Date
		28 February 2023	The date which is 5 Business Days immediately following the relevant Automatic Early	127.75 per cent. of Issue Price	80 per cent. of Initial Index Level
			Redemption Valuation Date
		28 February 2024	The date which is 5 Business Days immediately following the relevant Automatic Early Redemption Valuation Date	133.30 per cent. of Issue Price	70 per cent. of Initial Index Level
(1)	Automatic Early Redemption Averaging:	Not Applicable
(m)	Trigger Event:	Not Applicable
(n)	Barrier Averaging:	Not Applicable
(o)	Final Redemption Date:	7 March 2025
(p)	Final Index Level			The Level on the Final Redemption Valuation Date
	Final Redemption Valuation Date:	28 February 2025
(q)	Final Averaging:	Not Applicable
	Details relating to Instalment Notes:	Not Applicable
	CREDIT LINKED PROVISIONS	Applicable

Class of Preference Shares	Re
Class 2018 -14S	The

regarding the
Reference Entity ference Entity

e government of the United Kingdom

Further $information$ momation
regarding the
government of the
United Kingdom can be obtained from its website www.gov.uk

Further information

$14.$

15.

Recovery Rate: General Recovery Rate shall apply

GENERAL PROVISIONS APPLICABLE TO THE NOTES

16.	Form of Notes:		Uncertificated Registered Notes
17.	Centre(s):	Additional Financial	Not Applicable
	DISTRIBUTION
18.	(a)	If syndicated, names of Managers:	Not Applicable
	(b)	Date of Subscription Agreement:	Not Applicable
19.	If non-syndicated, name and address of relevant Dealer:		Investec Bank plc, 2 Gresham Street, London EC2V 7QP
20.		U.S. Selling Restrictions:	Reg. S Compliance Category: 2;
			TEFRA not applicable
21.		Prohibition of Sales to EEA Retail Investors:	Applicable
	TAXATION
22.	Taxation:		Condition 7A (Taxation - No Gross up) applies
		SECURITY PROVISIONS
23.		Security Provisions:	Applicable
	(a)	Secured Portion:	100 per cent. of the Notes
	(b)	Whether Collateral Pool secures this Series of Notes only or this Series and	This Series and other Series
		other Series:
	(c)	Date of Supplemental Trust Deed relating to the Collateral Pool securing the Notes and Series Number of first Series of Covered Notes secured thereby:	Supplemental Trust Deed dated 28 February 2011 securing Series Number ZCP 2011-9 among others

(d)		Eligible Collateral:		Valuation Percentage	Maximum Percentage
	(A)		Cash in an Eligible Currency	100%	100%
	(B)	year	Negotiable debt obligations issued by the government of the United Kingdom having an original maturity at issuance of not more than one	100%	100%
	(C)	years	Negotiable debt obligations issued by the government of the United Kingdom having an original maturity at issuance of more than one year but not more than 10	100%	100%
	(D)	years	Negotiable debt obligations issued by the government of the United Kingdom having an original maturity at issuance of more than 10	100%	100%
(e)	Valuation Dates:		including the Maturity Date	Every Business Day from but excluding the Issue date to and
(f)	Eligible Currency:		GBP
(g)		Base Currency:	GBP
(h)	Minimum Transfer Amount:		GBP10,000
(i)	Amount:	Independent	GBP100,000

RESPONSIBILITY

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

Signed on behalf of the Issuer:

By: Munch Lyne . . . . . . . . . . . . . . . . .

Duly authorised

Nuala Lynch
Authorised Signatory

Harris Gorre
Harris Gorre
Authorised Signatory........ $\mathscr{M}$ By: ... Duly authorised

PART B-OTHER INFORMATION

$\mathbf{L}$ LISTING

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

$2.$

Ratings:

The Notes to be issued have not been rated.

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE $\overline{3}$ . ISSUE/OFFER

As discussed in the "Subscription and Sale" section of the Base Prospectus, the Issuer has agreed 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.

Invested Bank plc may pay a Fee to intermediaries distributing the Notes to investors.

If under any applicable laws or regulations (including, if applicable, the Markets in Financial Instruments Directive MIFID), a distributor (the "Interested Party") is required to disclose to prospective investors in the Notes further information on any remuneration that Investec Bank plc pays to, or receives from, such Interested Party in respect of the Notes, the Interested Party shall be responsible for compliance with such laws and regulations and investors may request such further information from the Interested Party.

In addition, Invested Bank plc may provide further information to its own clients upon request.

Save for the interests disclosed above, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL $\overline{4}$ EXPENSES

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

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.

OPERATIONAL INFORMATION 6.

• $(i)$ ISIN Code: GB00BF8S4208
• $(ii)$ SEDOL Code: BF8S420
• $(iii)$ Common Code: Not Applicable
• $(iv)$ Any clearing The Notes will be Uncertified Registered Notes held in CREST system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification $number(s)$ :
• $(v)$ Delivery: Delivery against payment
• $(v_i)$ Additional Paying Not Applicable Agent(s) (if any):
• $(vii)$ Common Depositary: Not Applicable
• $(viii)$ Calculation Agent: Investec Bank plc
• Yes is Calculation $\bullet$ Agent to make calculations?
• if not, identify Not Applicable $\bullet$ calculation agent:

7. TERMS AND CONDITIONS OF THE OFFER

Not Applicable

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

Statements regarding the Reference Entity:

Applicable in respect of the government of the United Kingdom.

None of the Reference Entities has not sponsored or endorsed the Preference Shares, the Notes or the related plan in any way, nor has it undertaken any obligation to perform any regulated activity in relation to the Preference Shares, the Notes or the related plan

Index Disclaimers (for Preference Shares linked Applicable to an Index or Basket of Indices):

The Preference Shares are not sponsored, endorsed, sold or promoted by the Index or the Index Sponsor and the Index Sponsor has made no representation whatsoever, whether express or implied, either as to the results to be obtained from the use of the Index and/or the levels at which the Index stands at any particular time on any particular date or otherwise. The Index Sponsor shall not be liable (whether in negligence or otherwise) to any person for any error in the Index and the Index Sponsor is under no obligation to advise any person of any error therein. The Index Sponsor has made no representation whatsoever, whether express or implied, as to the advisability of purchasing or assuming any risk in connection with the Preference Shares. Neither the Company nor the Preference Share Calculation Agent shall have any liability to any person for any act or failure to act by the Index Sponsor in connection with the calculation, adjustment or maintenance of the Index. Neither the Company nor the Preference Share Calculation Agent has any affiliation with or control over the Index or the Index Sponsor or any control over the computation, composition or dissemination of the Index. Although the Company and the Preference Share Calculation Agent will obtain information concerning the Index from publicly available sources they believe to be reliable, they will not independently verify this information.

Statements regarding the FTSE® 100 Index: Applicable

The Preference Shares 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 (the "Index") and/or the figure at which the said Index stands at any particular time on any particular day or otherwise. The Index is compiled and calculated solely by FTSE. However, neither FTSE or Exchange or FT shall be liable (whether in negligence or otherwise) to any person for any error in the Index and neither FTSE or Exchange or FT shall be under any obligation to advise any person of any error therein.

"FTSE®" and "Footsie®" 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)

ANNEX

SUMMARY

Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in Sections $A - E(A, I - E, 7)$ .

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 should be read as an introduction to this Base Prospectus and any decision to invest in the Notes should be based on a consideration of this Base Prospectus as a whole by the investor. Where a claim relating to the information contained in this Base Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member State, have 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 commercia I 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 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 2017, reported a decrease of 6.9% in operating profit before goodwill and acquired intangibles and after non-controlling interests to £79.285 million (September 2016: £85.160 million). The balance sheet remains strong, supported by sound capital and liquidity ratios. At 30 September 2017, the Issuer had £4.9 billion of cash and near cash to support its activities, representing 43% of its customer deposits. Customer deposits have decreased by less than 0.1% since 31 March 2017 to £11.2 billion at 30 September 2017. The Issuer's loan to deposit ratio was 79.1% as at 30 September 2017 (March 2017: 76.2%). At 30 September 2017, the Issuer's total capital adequacy ratio was 16.0% and its tier 1 ratio was 12.1%. The Issuer's anticipated 'fully loaded' common equity tier 1 ratio and leverage ratio are 12.1% and 8.2%, 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 14bps higher. The credit loss charge as a percentage of average gross core loans and advances has decreased from 0.90% at 31 March 2017 to 0.84%. The Issuer's gearing ratio remains low with total assets to equity decreasing to 9.3 times at 30 September 2017.
B.5		The group: The Issuer is the main banking subsidiary of Invested 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.10	Audit Report Qualificati ons:	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 2017 or 31 March 2016.
B.12	Key Financial Informatio n:	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 2016 and 31 March 2017 and the unaudited half yearly financial report of the Issuer for the six month period ended 30 September 2016 and the six month period ended 30 September 2017.
		Financial features	Six Months Ended 30 September	Year Ended 31 March

			2017	2016	2017	2016
		Operating profit before amortisation of acquired intangibles, non-operating items, taxation and after non- controlling interests (£'000)	79,285	85,160	161,057	146,347
		Earnings attributable to ordinary
		shareholders (£'000)	58,711	62,385	117,793	96,635
		Costs to income ratio	77.0%	75.1%	75.9%	73.3%
		Total capital resources (including
		subordinated liabilities) (£'000)	2,601,422	2,571,530	2,559,287	2,440,165
		Total shareholders' equity (£'000)	1,994,082	1,946,355	1,979,931	1,842,856
		Total assets (£'000)	18,477,93 6	19,867,18 8	18,381,41	18,334,56 8
		Net core loans and advances (£'000)	8,872,736	8,268,436	8,598,639	7,781,386
		Customer accounts (deposits) (£'000)	11,221,44	12,328,36	11,289,17	11,038,16
		Cash and near cash balances (£'000)	4,869,067	6 6,062,943	4,853,000	5,046,000
		Funds under management (£'000)	37,500,00	33,273,00	35,900,00	30,100,00
		Capital adequacy ratio	$\Omega$ 16.0%	0 16.5%	0 16.6%	$\Omega$
		Tier 1 ratio	12.1%	11.8%	12.2%	17.0% 11.9%
		There has been no significant change in the financial or trading position of
		the Issuer and its consolidated subsidiaries since 30 September 2017, 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 2017, 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	Dependenc e upon other entities within the Group:	The Issuer's immediate parent undertaking is Investec 1 Limited. The Issuer's ultimate parent undertaking and controlling party is Investec plc. 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 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	Controllin g 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'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 ZCP2018-14S, 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 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: GB00BF8S4208
		Common Code: Not Applicable
		SEDOL: BF8S420
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 GBP.
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:	Security and Collateral: The Notes are secured (the "Secured Notes"). The Notes will constitute direct, unconditional, unsubordinated secured obligations of the Issuer that will rank pari passu among themselves. The Issuer will create security over a collateral pool to secure a specified portion (the "Secured Portion") of its obligations in respect of the Notes. The collateral pool secures more than one Series of Secured Notes.
		Payments of Principal: Payments of principal in respect of Notes will in all cases be calculated by reference to the percentage change in value of one or more preference shares issued by Zebra Capital II Limited ("Preference Shares") in respect of the relevant series of Notes. The terms of each class of Preference Shares will be contained in the Memorandum and Articles of Association of Zebra Capital II Limited and the Preference Share confirmation relating to such class.
		The redemption price of each class of Preference Shares will be calculated by reference to a basket of indices (the "Underlying"), as further described in C.15 (Effect of value of underlying instruments).
		Credit Linkage: The Notes are linked to Preference Shares which are linked to the solvency or credit of one or more financial institutions or corporations listed on a regulated exchange or sovereign entity or any successors (the "Reference Entities") (the Notes are "Credit Linked Notes", and the portion of the Notes which is credit linked is the "Credit Linked Portion").
		The Reference Entity on the Issue Date will be the government of the United Kingdom.

		Redemption of the Notes: The Notes cannot be redeemed prior to their stated maturity date (other than for taxation reasons, on the occurrence of a kick-out event or on account of certain events affecting the Preference Shares or following an event of default).
		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.
		Denomination: The Notes will be issued in denominations of GBP1.00.
		Governing Law: English law
C.11	Listing and Trading:	This document has been approved by the FCA as a base prospectus in compliance with the Prospectus Directive and relevant implementing measures in the United Kingdom for the purpose of giving information with regard to the 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 to listing on the Official List of the FCA and to trading on the London Stock Exchange effective on or around the Issue Date.
C.15	Effect of value of underlying instruments:	The performance of the Underlying will determine the redemption price and final value (on a one for one basis) of a class of preference share issued by Zebra Capital II Limited (the "Preference Share"), an exempted company incorporated under the laws of the Cayman Islands which is independent of the Issuer and whose business consists of the issuance of Preference Shares in connection with the Programme. The percentage change in the final value of the relevant Preference Share or Preference Shares compared to its or their issue price is then
		used to calculate the value and return on the Notes. As a result, the potential effect of the performance of the Underlying on the return on the Notes means that investors may lose some or all of their investment.
		For the avoidance of doubt, the Notes are not backed by or secured on the Preference Shares and accordingly, only a nominal amount of the Preference Shares may be issued by Zebra Capital II Limited regardless of the principal amount of the applicable issuance of Notes by the Issuer.
		In this section, for ease of explanation rather than refer to the Notes being linked to the value of the Preference Share which is in turn linked

to the Underlying, the Notes (including the return on the Notes) are described as being linked to the Underlying.

The return on the Notes is linked to an underlying instrument (being the FTSE $\otimes$ 100 Index (the "Underlying")). The value of the Underlying is used to calculate the redemption price of the Notes and accordingly affects the return (if any) on the Notes.

Kick Out Notes

If on one of the dates specified below (the "Automatic Early Redemption Valuation Date") the performance of the Underlying is greater than the level specified (the "Automatic Early Redemption Threshold"), the Notes will be redeemed at the relevant amount specified below (the "Automatic Early Redemption Amount") on the applicable date prior to maturity (the "Automatic Early Redemption Date"):

Automatic Early Redemption Valuation Date*	Automatic Early Redemption Date	Automatic Early Redemption Amount	Automatic Early Redemption Threshold
28 February 2019	The date which is 5 Business Days immediately following the relevant Automatic Early Redemption Valuation Date	105.55 per cent. of Issue Price	100 per cent. of Initial Index Level
28 February 2020	The date which is 5 Business Days immediately following the relevant Automatic Early Redemption Valuation Date	$111.10$ per cent. of Issue Price	100 per cent. of Initial Index Level
1 March 2021	The date which is 5 Business Days immediately following the relevant Automatic Early Redemption Valuation Date	$116.65$ per cent. of Issue Price	100 per cent. of Initial Index Level
28 February 2022	The date which is 5 Business Days immediately following the relevant Automatic Early Redemption Valuation Date	$122.20$ per cent. of Issue Price	100 per cent. of Initial Index Level
28 February 2023	The date which is 5 Business Days immediately following the relevant Automatic Early Redemption Valuation Date	$127.75$ per cent. of Issue Price	80 per cent. of Initial Index Level
28 February 2024	The date which is 5 Business Days immediately following the relevant Automatic	133.30 per cent. of Issue Price	70 per cent. of Initial Index

			Early Redemption Valuation Date	Level
			*Provided that if the Automatic Early Redemption Valuation Date is not a Scheduled Trading Day, the immediately preceding Scheduled Trading Day shall be the Automatic Early Redemption Valuation Date.
		"Reference Entity").	The market price or value of the Notes at any times is expected to be affected by changes in the value of the Preference Share and the Underlying and the likelihood of the occurrence of a Credit Event in relation to the government of the United Kingdom	(the
			If the Reference Entity becomes subject to a Credit Event the value of the portion of the Notes linked to the Reference Entity will be linked to a recovery rate (the "Recovery Rate") determined by reference to an auction coordinated by the International Swaps and Derivatives Association, Inc. ("ISDA") in respect of certain unsubordinated obligations of the Reference Entity or, in certain circumstances, including if such an auction is not held, a market price as determined by Invested Bank plc in its capacity as calculation agent (the "Calculation" Agent"). Details regarding ISDA auctions can be obtained as of the date hereof on ISDA's website, which is currently www.isda.org.
C.16	Expiration or maturity date:		The Maturity Date of the Notes is 7 March 2025.
C.17	Settlement procedure:		The Notes will be cash-settled.
C.18	Return on securities:		Series ZCP2018-14S are Kick Out Notes with Capital at Risk.
			The performance of the Underlying will determine the redemption price of the Preference Share. This redemption price is used to calculate the final value of the Preference Share on a one for one basis. The percentage change in the final value of the Preference Share as against its issue price is then used to calculate the return on the Notes.
		their investment.	As a result, the potential effect of the value of the Underlying on the return on the Notes means that investors may lose some or all of
			In this section, for ease of explanation rather than refer to the Notes being linked to the value of the Preference Share which is in turn linked to the Underlying, Notes (including the return on the Notes) are described as being linked to Underlying.
		Risk:	Redemption provisions in respect of Kick Out Notes with Capital at
		payment.	These Notes have the potential for early maturity (kick out) on a certain date or dates specified in the Final Terms, depending on the level of the Underlying at that time. If the Notes kick out early an investor will receive a return of their initial investment plus a fixed percentage

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

The potential payouts at maturity for Kick Out Notes with Capital at Risk are as follows:

Scenario A - Digital Return

If at maturity the level of Underlying is greater than or equal to a specified percentage of the Underlying, an investor will receive a "Digital Return" being their initial investment multiplied by a specified percentage return.

Scenario $B - No$ Return

Not Applicable as "Trigger Event" is not specified as applicable in relation to the Notes.

Scenario $C$ – Loss of Investment

If at maturity the level of the Underlying is less than a specified percentage of the initial level of the Underlying, an investor's investment will be reduced by 1% for every 1% fall of the level of the Underlying at maturity.

Credit Linked: The Notes are linked Preference Shares which are linked to the solvency of the government of the United Kingdom (the "Reference Entity"). If a Reference Entity becomes insolvent, defaults on its payment obligations or is the subject of a governmental intervention (where relevant) or a restructuring of its debt obligations then the redemption price which would otherwise be payable in respect of the Relevant Portion will be reduced. The redemption price payable in respect of the insolvency of the Reference Entity will be determined by reference to an auction coordinated by the International Swaps and Derivatives Association, Inc. ("ISDA") in respect of certain unsubordinated debt obligations of the Reference Entity or, in certain circumstances, including if such an auction is not held, a market price as determined by Invested Bank plc in its capacity as preference share calculation agent (the "Preference Share Calculation Agent"). Details regarding ISDA auctions can be obtained as of the date hereof on ISDA's website, which is currently www.isda.org.

Exercise price The performance of the Underlying will determine the redemption price or final of the Preference Share. This redemption price is used to calculate the final value of the Preference Share on a one for one basis. The reference price of the percentage change in the final value of the Preference Share as against underlying: its issue price is then used to calculate the return on the Notes.

In this section, for ease of explanation rather than refer to the Notes being linked to the value of the Preference Share which is in turn linked to the Underlying, Notes (including the return on the Notes) are described as being linked to the Underlying.

The determination of the performance of the Underlying will be carried out by the Preference Share Calculation Agent, being Invested Bank plc.

$\overline{C.19}$

		The Preference Share Calculation Agent will compare an initial level of the Underlying with a final level of the Underlying.
		The initial level of the Underlying will be the closing level on the Issue Date.
		The final level of the Underlying will be the closing level as at the Valuation Time of the Underlying on the final 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 as at the Valuation Time on each automatic early redemption valuation date.
		The determination of the recovery rate on a Credit Event relating to the Reference Entities will be carried out by the Preference Share Calculation Agent.
		The determination of the redemption amount of the Notes will be carried out by the Calculation Agent, being Investec Bank plc.
C.20	Type of the underlying:	The performance of the Underlying will determine the redemption price of the Preference Share. This redemption price is used to calculate the final value of the Preference Share on a one for one basis. The percentage change in the final value of the Preference Share as against its issue price is then used to calculate the return on the Notes.
		In this section, for ease of explanation rather than refer to the Notes being linked to the value of the Preference Share which is in turn linked to the Underlying, Notes (including the return on the Notes) are described as being linked to the Underlying.
		The Underlying relating to the Notes is a single index (being the FTSE® 100 Index), information about the past and the further performance of which can be obtained on 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 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.6	Risks specific to the securities:	Capital at Risk: The Notes are not capital protected. Accordingly, there is no guarantee that the return on 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. Investors may lose some or 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 the Notes may expect to potentially receive a higher return but may also expect to potentially suffer a total or partial loss of their initial investment.
		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 Preference Share: The return on the Notes is calculated by reference to the percentage change in value of one or more preference shares, the redemption price on such preference shares being based on the performance of the Underlying. Poor performance of the relevant Underlying could result in investors, at best, forgoing returns that could have been made had they invested in a different product or, at worst, losing some or all of their initial investment.

In this section, for ease of explanation, the return on the Notes is summarised by reference to the performance of the Underlying rather than the applicable Preference Share.

Return linked to performance of the relevant Underlying: The return on the Notes is calculated by reference to the performance of the Underlying. Poor performance of the relevant Underlying could result in investors, at best, forgoing returns that could have been made had they invested in a different product or, at worst, losing some or all of their initial investment.

Downside risk: Since the Notes are not capital protected, if at maturity the level of Underlying is less than 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 Underlying, in which case investors would be fully exposed to any downside of the Underlying during such specified period.

Key risks specific to secured Notes

Security may not be sufficient to meet all payments: Any net proceeds realised upon enforcement of any security granted by the Issuer over a pool of collateral ("Collateral Pool") will be applied in or towards satisfaction of the claims of, among others, the security trustee and any appointee and/or receiver appointed by the trustee in respect of the Notes before the claims of the holders of the relevant secured Notes. Since the net enforcement proceeds may not be sufficient to meet all payments in respect of the secured Notes, investors may suffer a loss on their investment.

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

Substitution of Posted Collateral: Collateral posted as security for the Issuer's obligations under the Notes may, at the Issuer's request, be substituted for other items of new collateral, provided that on the date of transfer the bid price of the new collateral is equal to or exceeds the bid price of the original collateral. Any such substitution request is subject to (a) verification by the entity appointed as the verification agent that the new item of collateral is eligible collateral; and (b) approval by the Trustee. However, neither the verification agent nor the Trustee is obliged to confirm that the bid price of the new item of collateral is equal to or exceeds the bid price of the original item of posted collateral. Following any such substitution, the market value of the new item of collateral may fall below the value of the original item of posted collateral, and the net proceeds realised upon enforcement of the relevant Collateral Pool may therefore be less than if no such substitution had been made.

Key risks related to Credit Linked Notes

Credit Linkage: The Notes (or a portion thereof) are linked to Preference Shares which are linked to the credit of the government of the United Kingdom (the "Reference Entity") and are not capital protected ("Credit Linked Notes"). If a Reference Entity becomes subject to a "Credit Event" (broadly speaking if it becomes insolvent, defaults on its payment obligations or is the subject of governmental intervention (where relevant) or a restructuring of its debt obligations). then the redemption price which would otherwise be payable in respect of the Relevant Portion will be reduced in accordance with the Recovery Rate (as defined below). In addition to being exposed to the risk of insolvency of the Issuer, investors in Credit Linked Notes will also be exposed to the risk of a Credit Event of the specified Reference Entity. There is a risk that an investor in a Note that is Credit Linked may receive considerably less than the amount paid by such investor, regardless of any positive performance in the Underlying. If the Reference Entity becomes subject to a Credit Event, an investor's return on the Notes may be zero. As in the case of other Notes, Credit Linked Notes are not capital protected and investors may lose all or a substantial portion of their initial investment.

Recovery Rate in Credit Linked Notes - General Recovery Rate: The redemption price payable on the Relevant Portion of the Notes following the occurrence of a Credit Event in respect of a Reference Entity will be determined by reference to the recovery rate for such Reference Entity, determined by reference to an auction coordinated by ISDA in respect of certain obligations of such Reference Entity or, in certain circumstances, including if such an auction is not held, a market price as determined by the Preference Share Calculation Agent (the "Recovery Rate"). There is a risk that the return payable to an investor in a Credit Linked Note may be different from the return that investors would have received had they been holding a particular debt instrument issued by the Reference Entity.

Postponement in payment of Final Redemption Amount – Credit Linked Notes: Each Note will be settled on its scheduled maturity date except that, if the Recovery Rate cannot be determined by the Preference Share Calculation Agent by the scheduled maturity date, payment of the Final Redemption Amount in respect of the Relevant Portion of such Note may be delayed and may fall after the Note's scheduled maturity date. Payment of the Final Redemption Amount may be delayed by up to 60 calendar days plus eight business days.

	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 Preference Share Calculation Agent and the valuation agent in connection with the Preference Share(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, Preference Share Calculation Agent or Valuation Agent its duties as agent (in the interests of holders of the Notes) may conflict with its interests 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 Offeror or Dealer to the investor.