Investec PLC — Capital/Financing Update 2018

Mar 15, 2018

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

15 March 2018

Investec Bank plc Issue of USD1,000,000 Kick Out Notes with Capital at Risk due 2024 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 19 July 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 Conditions, the Terms and the Additional Terms set forth in the Base Prospectus.

Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing at and copies may be obtained from www.investecstructuredproducts.com and during normal working hours from Invested Bank plc, 2 Gresham Street, London EC2V 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
$\overline{2}$ .	(a)	Series Number:	577
	(b)	Tranche Number:	1
3.		Specified Currency:	USD
4.		FX Currency:	Not Applicable
5.		Aggregate Nominal Amount:
	(a)	Series:	USD1,000,000
	(b)	Tranche:	USD1,000,000
6.	Issue Price:		100 per cent. of the Aggregate Nominal Amount
7.	(a)	Specified Denominations:	USD1.00
	(b)	Calculation Amount:	USD1.00
	(c)	Indicative Terms Notification Date	Not Applicable
8.	(a)	Issue Date:	16 March 2018
	(b)	Interest Commencement Date:	Not Applicable
9.		Maturity Date:	13 March 2024
10.		Interest Basis:	Not Applicable
11.		Redemption/Payment Basis:	Index Linked Notes (see Annex 1 (Equity/Index/Dual Underlying Linked Note Provisions) to this Final Terms for further details)
12.		Change of Interest Basis or Redemption/Payment Basis:	Not Applicable
13.	Call Option:		Not Applicable

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

18.	Fixed Rate Note Provisions	Not Applicable
19.	Floating Rate Note Provisions	Not Applicable
20.	Coupon Deferral	Not Applicable
21.	Coupon Step-up	Not Applicable
22.	Zero Coupon Notes	Not Applicable
23.	Interest FX Factor:	Not Applicable

PROVISIONS RELATING TO REDEMPTION

24.	Final Redemption Amount of each Note:	Index Linked Notes (see Annex 1 (Equity/Index/Dual Underlying Linked Note Provisions) to this Final Terms for further details)
	Final Redemption FX Factor:	Not Applicable
25.	Early Redemption Amount:
	Early Redemption Amount(s) per Calculation Amount payable redemption for taxation on 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
	Early Redemption FX Factor:	Not Applicable
26.	Details relating to Instalment Notes:	Not Applicable
27.	Issuer Call Option	Not Applicable
28.	Noteholder Put Option	Not applicable
	GENERAL PROVISIONS APPLICABLE TO THE NOTES
29.	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

30.	Additional Financial Centre(s)	Not Applicable
	or other special provisions

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

DISTRIBUTION

32.	(a)	If syndicated, names Not Applicable addresses and of Managers:
	(b)	Date of Subscription Not Applicable Agreement:
33.		If non-syndicated, name and address of relevant Dealer:	Investec Bank plc, 2 Gresham Street, London EC2V 7QP. Invested Bank plc will initially subscribe for up to 35 per cent. 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.
34.	Total commission and concession:		Not Applicable
35.	U.S. Selling Restrictions:		Reg. S Compliance Category: 2;
			TEFRAD
36.		Prohibition of Sales to EEA Retail Investors:	Not Applicable
TAXATION
37.	Taxation:		Condition 7A (Taxation - No Gross up) applies

SECURITY

1. Security Provisions: Not Applicable

CREDIT LINKAGE

Credit Linkage 39.

Not Applicable

RESPONSIBILITY

Signed on behalf of the Issuer:

$By:$ ...///ml/h////////////////////////////////

. . . .

ised Harrisonises Signatory By: $\ddot{\phantom{a}}$ Duly authorised

Nuala Lynch
Authorised Signatory

PART B-OTHER INFORMATION

$\mathbf{1}$ . LISTING

$(b)$

Listing: $(a)$

Official List of the FCA

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 with effect from the Issue Date.

$\overline{2}$ . RATINGS

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), an Authorised Offeror is required to disclose to prospective investors in the Notes further information on any discount that Invested Bank plc has offered to them, the Authorised Offeror shall be responsible for compliance with such laws and regulations and investors may request such further information from the Authorised Offeror.

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 EXPENSES

• Reasons for the offer: $(a)$ Information not required
• Estimated net proceeds: Information not required $(b)$
• Estimated total expenses: $(c)$ Information not required
• 5.

$\overline{4}$ .

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

Information about the past and the further performance of the underlying and its volatility can be found on Bloomberg.

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

6. OPERATIONAL INFORMATION

• ISIN Code: XS1785453702 $(a)$
• SEDOL Code: $(b)$ Not Applicable
• Common Code: 178545370 $(c)$
• $(d)$ Any clearing system(s) other Not Applicable

Euroclear ${\sf than}$ and Clearstream, Luxembourg
and the relevant
identification number(s):

(e)	Delivery:	Delivery against payment
(f)	Additional Paying Agent(s) Not Applicable (if any):
(g)	Common Depositary:	Deutsche Bank AG, London Branch
(h)	Calculation Agent:	Invested Bank plc
	is Calculation Agent (i) make to calculations?	Yes
	if (ii) identify not, calculation agent:	Not Applicable
(i)	Nordic Paying Agent:	Not Applicable
(i)	Italian Paying Agent:	Not Applicable
	TERMS AND CONDITIONS OF THE OFFER

Not Applicable

$\mathbf 7.$

ANNEX1 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
	Equity Linked Physical (a) Settlement:	Not Applicable
	Downside Only Physical (b) Settlement:	Not Applicable
4.	Redemption Interest and Payment Provisions:
(a)	Return Factor:	Not Applicable
(b)	FX Factors:	Not Applicable
(c)	Kick Out Notes with Capital at Risk Redemption Provisions	Applicable
	(i) Return Threshold:	100 per cent. of Initial Index Level
	Strike (ii) Percentage:	Not Applicable
	Capital (iii) Downside:	Not Applicable
	Digital Return (iv)	197.20 per cent.
	Upside Return: (v)	Not Applicable
	Cap: (vi)	Not Applicable
	(vii) Gearing 1:	Not Applicable
	(viii) Downside Return 1:	Applicable
	Downside (ix) Return 2:	Not Applicable
	Gearing 2: (x)	Not Applicable
	Lower Strike: (x i )	Not Applicable
	Upper Strike: (xii)	Not Applicable
(d)	Kick Out Notes without Capital at	Not Applicable

$(d)$

Risk Redemption Provisions

(e)	Phoenix Kick Out Notes with Risk Capital Redemption at Provisions	Not Applicable
(f)	Upside Notes with Capital at Risk Redemption Provisions	Not Applicable
(g)	Upside Notes without Capital at Risk Redemption Provisions	Not Applicable
(h)	Booster Notes Geared with Capital Risk Redemption at Provisions	Not Applicable
(i)	Lock-In Call Notes with Capital at Risk Redemption Provisions	Not Applicable
(j)	N Barrier (Income) Notes with Redemption Capital at Risk Provisions	Not Applicable
(k)	Range Accrual (Income) Notes with Capital at Risk Redemption Provisions	Not Applicable
(1)	Range Accrual Notes (Income) without Capital at Risk:	Not Applicable
(m)	Reverse Convertible Notes with Capital at Risk	Not Applicable
(n)	Dual Underlying Kick Out Notes with Capital at Risk Redemption Provisions	Not Applicable
(0)	Dual Underlying Upside Notes with Capital at Risk Redemption Provisions	Not Applicable

Additional Provisions: $5.$

Underlying: $(a)$

$(i)$

of Basket Indices (the Underlying")	Index	Index Sponsor	Exchange	Weighting
	Nikkei 225	Nikkei Inc. Nikkei and Digital Media Inc.	Tokyo 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
	Russell 2000®	Frank Russell Company	York New Stock Exchange (Non Multi- Exchange Index)	Not Applicable
	S&P/ASX 200 (AS51)	S&P Dow Jones Indices LLC	Australian Securities Exchange (Non Multi- Exchange Index)	Not Applicable

$(b)$ Averaging Dates Market Disruption:

Not Applicable

(c)		Additional Disruption Hedging Disruption and Increased Cost of Hedging
	Events:

$(d)$ 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

• Valuation Time: The time at which the Index Sponsor publishes the closing level $(e)$ of the Index.
• 9 March 2018 $(f)$ Strike Date:
• Initial Index Level: The Level on the Strike Date $(g)$
• $(h)$ Initial Averaging: Not Applicable
• Automatic Early Applicable. Worst of Provisions apply in relation to the $(i)$ determination of whether an Automatic Early Redemption Redemption: Event has occurred.

Automatic	Automatic Early	Automatic	Automatic
Early	Redemption Date	Early	Early
Redemptio		Redemption	Redemption

n Valuation Date		Amount	Threshold
11 March 2019	The date which falls 2 Business Days following the applicable Automatic Early Redemption Valuation Date	116.20 per cent. of Issue Price	100 per cent. of a Initial Index Level
9 September 2019	The date which falls 2 Business Days following applicable the Automatic Early Redemption Valuation Date	124.30 per cent. of Issue Price	100 per cent. of Initial Index Level
9 March 2020	The date which falls 2 Business Days following applicable the Automatic Early Redemption Valuation Date	132.40 per cent. of Issue Price	100 per cent. of Initial Index Level
9 September 2020	The date which falls 2 Business Days following the applicable Automatic Early Redemption Valuation Date	140.50 per cent. of Issue Price	100 per cent. of Initial Index Level
9 March 2021	The date which falls 2 Business Days following applicable the Automatic Early Redemption Valuation Date	148.60 per cent. of Issue Price	100 per cent. of Initial Index Level
9 September 2021	The date which falls 2 Business following Days applicable the Automatic Early Redemption Valuation Date	156.70 per cent. of Issue Price	100 per cent. of Initial Index Level
9 March 2022	The date which falls 2 Business following Days applicable the Automatic Early Redemption Valuation Date	164.80 per cent. of Issue Price	100 per cent. of Initial Index Level
9 September	The date which falls 2 Business	172.90 per cent. of Issue	100 per cent. of Initial

			2022	Days following applicable the Automatic Early Redemption Valuation Date	Price	Index Level
			9 March 2023	The date which falls 2 Business Days following applicable the Automatic Early Redemption Valuation Date	181.00 per cent. of Issue Price	100 per cent. of Initial Index Level
			11 September 2023	The date which falls 2 Business Days following applicable the Automatic Early Redemption Valuation Date	189.10 per cent. of Issue Price	100 per cent. of Initial Index Level
(j)	Automatic	Early Redemption Averaging:	Not Applicable
(k)		Barrier Condition:	European
	(i)	Barrier Threshold:		60 per cent. of Initial Index Level
	(ii)	Barrier Valuation Date:		The Final Redemption Valuation Date
	(iii)	Barrier Observation Period:	Not Applicable
(1)		Barrier Averaging:	Not Applicable
(m)		Final Index Level:	The Level on the Final Redemption Valuation Date
	(i)	Final Redemption Valuation Date:	11 March 2024
(n)		Final Averaging:	Not Applicable
(0)	Downside Final Index Level:		Not Applicable
(p)	Downside Final Averaging:		Not Applicable

ANNEX 2 ADDITIONAL PROVISIONS NOT REOUIRED BY THE SECURITIES NOTE RELATING TO THE UNDERLYING

Statements regarding the Reference Entity:	Not Applicable
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 Invested 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 Invested 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.

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

"The Hang Seng China Enterprises Index (for the purpose of this section, the "Index") is published and compiled by HSI Services Limited pursuant to a license from Hang Seng Data Services Limited. The mark and name "Hang Seng China Enterprises Index" ("HSCEI") is proprietary to Hang Seng Data Services Limited, HSI Services Limited and Hang Seng Data Services Limited have agreed to the use of, and reference to, the Index by Invested Bank plc in connection with the Notes referencing the Index (for the purpose of this section, the "Product"). BUT NEITHER HSI SERVICES LIMITED NOR HANG SENG DATA SERVICES LIMITED WARRANTS OR REPRESENTS OR GUARANTEES TO ANY BROKER OR HOLDER OF THE PRODUCT OR ANY OTHER PERSON (i) THE ACCURACY OR COMPLETENESS OF THE INDEX AND ITS COMPUTATION OR ANY INFORMATION RELATED THERETO; OR (ii) THE FITNESS OR SUITABILITY FOR ANY PURPOSE OF THE INDEX OR ANY COMPONENT OR DATA COMPRISED IN IT; OR (iii) THE RESULTS WHICH MAY BE OBTAINED BY ANY PERSON FROM THE USE OF THE INDEX OR ANY COMPONENT OR DATA COMPRISED IN IT FOR ANY PURPOSE, AND NO WARRANTY OR REPRESENTATION OR GUARANTEE OF ANY KIND WHATSOEVER RELATING TO THE INDEX IS GIVEN OR MAY BE IMPLIED. The process and basis of computation and compilation of the Index and any of the related formula or formulae, constituent stocks and factors may at any time be changed or altered by HSI Services Limited without notice. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NO RESPONSIBILITY OR LIABILITY IS ACCEPTED BY HSI SERVICES LIMITED OR HANG SENG DATA SERVICES LIMITED (i) IN RESPECT OF THE USE OF AND/OR REFERENCE TO THE INDEX BY INVESTEC BANK PLC IN CONNECTION WITH THE PRODUCT; OR (ii) FOR ANY INACCURACIES, OMISSIONS, MISTAKES OR ERRORS OF HSI SERVICES LIMITED IN THE COMPUTATION OF THE INDEX; OR (iii) FOR ANY INACCURACIES, OMISSIONS, MISTAKES, ERRORS OR INCOMPLETENESS OF ANY INFORMATION USED IN CONNECTION WITH THE COMPUTATION OF THE INDEX WHICH IS SUPPLIED BY ANY OTHER PERSON; OR (iv) FOR ANY ECONOMIC OR OTHER LOSS WHICH MAY BE DIRECTLY OR INDIRECTLY SUSTAINED BY ANY BROKER OR HOLDER OF THE PRODUCT OR ANY OTHER PERSON DEALING WITH THE PRODUCT AS A RESULT OF ANY OF THE AFORESAID, AND NO CLAIMS, ACTIONS OR LEGAL PROCEEDINGS MAY BE BROUGHT AGAINST HSI SERVICES LIMITED AND/OR HANG SENG DATA SERVICES LIMITED in connection with the Product in any manner whatsoever by any broker, holder or other person dealing with the Product. Any broker, holder or other person dealing with the Product does so therefore in full knowledge of this disclaimer and can place no reliance whatsoever on HSI Services Limited and Hang Seng

Data Services Limited. For the avoidance of doubt, this disclaimer does not create any contractual or quasicontractual 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 Nikkei 225 Index: Applicable

The Nikkei Stock Average ("Index") is an intellectual property of Nikkei Inc (formerly known as Nihon Keizai Shimbun, Inc). "Nikkei", "Nikkei Stock Average" and "Nikkei 225" are the service marks of Nikkei Inc. Nikkei Inc. reserves all the rights, including copyright, to the index. Nikkei Digital Media, Inc., a wholly owned subsidiary of Nikkei Inc. calculates and disseminates the Index under exclusive agreement with Nikkei Inc. Nikkei Inc. and Nikkei Digital Media Inc. are collectively "Index Sponsor".

The Notes are not in any way sponsored, endorsed or promoted by the Index Sponsor. The Index Sponsor does not make any warranty or representation whatsoever, express or implied, either as to the results to be obtained as to the use of the Index or the figure as which the Index stands at any particular day or otherwise. The Index is compiled and calculated solely by the Index Sponsor. However, the Index Sponsor shall not be liable to any person for any error in the Index and the Index Sponsor shall not be under any obligation to advise any person, including a purchase or vendor of the Notes, of any error therein.

In addition, the Index Sponsor gives no assurance regarding any modification or change in any methodology used in calculating the Index and is under no obligation to continue the calculation, publication and dissemination of the Index.

Statements regarding the S&P/ASX 200 (AS51) Applicable Index:

Standard & Poor's®", "S&P®", are trademarks of Standard & Poor's Financial Services LLC ("S&P"); Dow Jones® is a registered trade mark of Dow Jones trademark Holdings LLC ("Dow Jones"); and these trademarks have been licensed for use by S&P Dow Jones Indices LLC. Standard & Poor's®", "S&P®" are trademarks of S&P and have been licensed for use by S&P Dow Jones Indices LLC and its affiliates and sublicensed for certain purposes by Invested 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 Invested 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 Investee 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 Investee Bank plc or Invested Bank plc's Products. S&P Dow Jones Indices and ASX have no obligation to take the needs of Invested Bank plc or the owners of Invested 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 Invested Bank plc's Products or the timing of the issuance or sale of Invested Bank plc's Products or in the determination or calculation of the equation by which Invested 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 Invested 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.

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 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 of the name 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 Investee 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.4 b	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 0.14% 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 Investee group's UK and Australia based assets and businesses.
B.9	Profit Forecast:	Not applicable.
B.10	Audit Report Qualifications:	Not applicable. There are no qualifications in the audit reports on the audited, consolidated financial statements of the Issuer and its subsidiary undertakings for the financial years ended 31 March 2017 or 31 March 2016.
B.12	Financial Key Information:	The selected financial information set out below has been extracted without material adjustment from the audited consolidated financial statements of the Issuer for the years ended 31 March 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.
				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
		$(f'000)$ Earnings attributable to ordinary	79,285	85,160	161,057	146,347
		shareholders (£'000) Costs to income ratio	58,711 77.0%	62,385 75.1%	117,793 75.9%	96,635 73.3%
		Total capital resources (including
		subordinated liabilities) (£'000) Total shareholders' equity (£'000)	2,601,422 1,994,082	2,571,530 1,946,355	2,559,287 1,979,931	2,440,165 1,842,856
		Total assets $(f000)$	18,477,936	19,867,188	18,381,414	18,334,568
		Net core loans and advances (£'000)	8,872,736	8,268,436	8,598,639	7,781,386
		Customer accounts (deposits) (£'000)	11,221,444	12,328,366	11,289,177	11,038,164
		Cash and near cash balances (£'000)	4,869,067	6,062,943	4,853,000	5,046,000
		Funds under management (£'000)		33,723,000	35,900,000	30,100,000
		Capital adequacy ratio Tier 1 ratio	16.0% 12.1%	16.5% 11.8%	16.6% 12.2%	17.0% 11.9%
		There has been no significant change in the financial or trading position of the Issuer and its consolidated
	Recent Events:	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. Not Applicable. There have been no recent events particular to the Issuer which are to a material extent
B.13		relevant to the evaluation of its solvency.
B.14	Dependence upon other entities within the Group:	The Issuer's immediate parent undertaking is Investee 1 Limited. The Issuer's ultimate parent undertaking and controlling party is Invested 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
B.16	Controlling	institutional banking activities and private banking activities. The whole of the issued share capital of the Issuer is owned directly by Invested 1 Limited, the ultimate
	Persons:	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 577, 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"), in uncertificated registered form (such Notes being recorded on a register as being held in uncertificated book-entry form) ("Uncertificated Registered Notes"), in uncertificated and dematerialised book-entry form Notes cleared through Euroclear Sweden or Euroclear Finland (such Notes being "Nordic Notes"), or uncertificated and dematerialised book-entry form and centralised with Monte Titoli S.p.A., pursuant to Italian Legislative Decree dated 24 February 1998, No. 58, as amended and integrated by subsequent implementing provisions.
		Registered Notes, Uncertificated Registered Notes, Nordic Notes and Italian Notes will not be exchangeable for other forms of Notes and vice versa.
		The Notes are Bearer Notes.
		Security Identification Number(s): The following security identification number(s) will be specified in the Final Terms.
		ISIN Code: XS1785453702
		Common Code: 178545370
		Sedol: Not Applicable
C.2	Currency of the Securities Issue:	Currency: Subject to any applicable legal or regulatory restrictions, the Notes may be issued in any currency (the "Specified Currency").
		The Specified Currency of the Notes is USD.
C.5	Free Transferability:	The Notes are freely transferable. However, applicable securities laws in certain jurisdictions impose restrictions on the offer and sale of the Notes and accordingly the Issuer and the dealers have agreed restrictions on the offer, sale and delivery of the Notes in the United States, the European Economic Area. Isle of Man, South Africa, Switzerland, Guernsey and Jersey, and such other restrictions as may be required in connection with the offering and sale of a particular Tranche of Notes in order to comply with relevant securities laws.
C.8	The Rights Attaching to the Securities, including Ranking and	Status: The Notes are unsecured. The Notes will constitute direct, unconditional, unsubordinated unsecured obligations of the Issuer that will rank part 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.
	Limitations to those Rights:	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 USD 1.00.
		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),	Redemption of the Notes: The Notes cannot be redeemed prior to their stated maturity (other than in specified instalments or upon the occurrence of an automatic early termination event, if applicable, or for taxation reasons or an event of default).
	Including Information as to	Interest: The Notes are non-interest bearing.

	Interest, Maturity, Yield and the			Payments of Principal: Payments of principal in respect of Notes will be calculated by reference to an underlying asset (as further described in C.20 (Type of the underlying) (the "Underlying").
	Representative of the Holders:	Noteholder Representative		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 Regulated Market of the London Stock Exchange effective on or around the Issue Date.
C.15	Effect of value of underlying instruments:	The return on the Notes is linked to the performance of an underlying instrument (being the basket of indices specified below (the "Underlying")). The value of the Underlying is used to calculate the redemption price of the Notes and accordingly affects the return (if any) on the Notes:
		Underlying:
		Index Weighting
		Nikkei 225		Not Applicable
		Russell 2000®		Not Applicable
		Hang Seng China Enterprises (HSCEI)		Not Applicable
		S&P/ASX 200 (AS51)		Not Applicable
		Automatic Early Redemption	to maturity (the "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 threshold level, price or value specified (the "Automatic Early Redemption Threshold"), the Notes will be redeemed at the amount specified below (the "Automatic Early Redemption Amount") on a date prior
		Automatic Early Redemption Valuation Date*	Automatic Early Redemption Date	Automatic Early Redemption Amount	Automatic Early Redemption Threshold
		11 March 2019	The date which falls 2 Business Days following the applicable Automatic Early Redemption Valuation Date	116.20 per cent. of Issue Price	100 per cent. of Initial Index Level
		9 September 2019	The date which falls 2 Business Days following the applicable Automatic Early Redemption Valuation Date	124.30 per cent. of Issue Price	100 per cent. of Initial Index Level
		9 March 2020	The date which falls 2 Business Days following the applicable Automatic Redemption Early	132.40 per cent. of Issue Price	100 per cent. of Initial Index Level

		Valuation Date
	9 September 2020	The date which falls 2 Business Days following the applicable Automatic Redemption Early Valuation Date	140.50 per cent. of Issue Price	100 per cent. of Initial Index Level
	9 March 2021	The date which falls 2 Business Days following the applicable Automatic Early Redemption Valuation Date	148.60 per cent. of Issue Price	100 per cent. of Initial Index Level
	9 September 2021	The date which falls 2 Business Days following the applicable Automatic Early Redemption Valuation Date	156.70 per cent. of Issue Price	100 per cent. of Initial Index Level
	9 March 2022	The date which falls 2 Business Days following the applicable Automatic Early Redemption Valuation Date	164.80 per cent. of Issue Price	100 per cent. of Initial Index Level
	9 September 2022	The date which falls 2 Business Days following the applicable Automatic Early Redemption Valuation Date	172.90 per cent. of Issue Price	100 per cent. of Initial Index Level
	9 March 2023	The date which falls 2 Business Days following the applicable Automatic Early Redemption Valuation Date	181.00 per cent. of Issue Price	100 per cent. of Initial Index Level
	11 September 2023	The date which falls 2 Business Days following the applicable Automatic Early Redemption Valuation Date	189.10 per cent. of Issue Price	100 per cent. of Initial Index 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.
Expiration 0r maturity date:		The Maturity Date of the Notes is 13 March 2024.
Settlement procedure:	The Notes will be cash-settled.
Return on securities:	Capital at Risk	Series 577 are Kick Out Notes with Capital at Risk.
	The Notes have capital at risk.
		Redemption Amount payable on the Notes

$\overline{C.16}$

$C.17$

$\overline{C.18}$

C.20	Type оf the underlying:	The Notes are linked to an underlying instrument as further described in C.15 (Effect of value of underlying instruments) (the "Underlying").
		The level of the Underlying used to determine whether an automatic early redemption event has occurred will be the level of the worst performing index in the basket comprising the Underlying as at the Valuation Time on the relevant automatic early redemption valuation date. The Final Level will be the level of the worst performing index in the basket comprising the Underlying as at the Valuation Time on the final redemption valuation date.
	of price the underlying:	The Initial Level will be the closing level of the indices in the basket comprising the Underlying as at the Valuation Time on the Strike Date.
C.19	Exercise price or reference final	The determination of the performance of the Underlying and the redemption price will be carried out by the Calculation Agent, being Invested Bank plc.
		*The "Barrier Condition" is satisfied where the level of the Underlying is greater than or equal to a specified percentage of the initial level of the Underlying at the Valuation Time on the final redemption valuation date.
		If at maturity the Final Level is less than or equal to a specified percentage of the Initial Level and the Barrier Condition is not satisfied, an investor will receive a cash amount equal to their initial investment reduced by a percentage linked to any decline in performance between the Initial Level and the Final Level.
		Scenario C- Loss of Investment
		If at maturity the Final Level is less than or equal to a specified percentage of the Initial Level and the Barrier Condition* is satisfied, an investor will receive a cash amount equal to their initial investment with no additional return.
		Scenario $B$ – Return of Initial Investment
		If at maturity the final level of the worst performing index in the basket comprising the Underlying (the "Final Level") is greater than a specified percentage of the initial level of such index (the "Initial Level"), an investor will receive a cash amount equal to their initial investment multiplied by a "Digital Return". being 161.00 per cent.
		Scenario A - Digital Return
		Underlying 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
		If there has been no kick out, the return on the Notes at maturity will be based on the final level of the
		Final Redemption Amount
		If the Notes kick out early an investor will receive the relevant Automatic Early Redemption Amount described in C.15 (Effect of value of underlying instruments).
		The Notes may mature early (kick out) on a certain date or dates specified in the Final Terms, depending on the level of the worst performing index in the basket comprising the Underlying on specified valuation dates, as further described in C.15 ( Effect of value of underlying instruments ).
		Automatic Early Redemption
		Redemption provisions in respect of Kick Out Notes with Capital at Risk:
		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 ETF share) or "value" is in respect of a basket of shares (or ETF shares).
		performing index in the basket comprising the Underlying.

	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.3	Risks specific to the securities:	Series 577 are Kick Out Notes with Capital at Risk, the return on which are linked to the worst performing of the indices 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 relevant Underlying, an investor may lose all of their initial investment.
Unlike an investor investing in a savings account or similar investment, where an investor may typically expect to receive a low return but suffer little or no loss of their initial investment, an investor investing in Notes which are not capital protected may expect to potentially receive a higher return but may also expect to potentially suffer a total or partial loss of their initial investment.
Unsecured Notes: Investors investing in unsecured Notes (including unsecured Notes which are specified in the applicable Final Terms as Notes "without Capital at Risk") 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 or only a portion of the capital may be 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 or all of the portion of the principal that is not protected 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 or price of the worst performing index, in which case investors would be fully exposed (or, in the case of a Note where only a portion of the capital is protected, the portion of capital not protected would be fully exposed) to any downside of the worst performing index 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.2 b	Reasons for the Offer and Use of Proceeds:	Not Applicable. The use of proceeds is to make a profit and/or hedge risks.
E.3	Terms and Conditions of the Offer:	Not applicable.
E.4	Interests Material to the Issue:	The Issuer may be the Calculation Agent responsible for making determinations and calculations in connection with the Notes and may also be the valuation agent in connection with the reference asset(s). Such determinations and calculations will determine the amounts that are required to be paid by the Issuer to holders of the Notes. Accordingly when the Issuer acts as Calculation Agent, or Valuation Agent its duties as agent (in the interest of holders of the Notes) may conflict with the interest as issuer of the Notes.
E.7	Estimated Expenses:	Not applicable. Expenses in respect of the offer or listing of the Notes are not charged by the Issuer or Dealers to the Investor.