Investec PLC — Capital/Financing Update 2018

Jul 9, 2018

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

4 May 2018

Investec Bank plc Issue of SEK Phoenix Kick Out Notes with Capital at Risk due 2023 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, except as provided in sub-paragraph (ii) below, 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 of the Notes may only do so:

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

Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of 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 Investec Bank plc, 2 Gresham Street, London EC2V 7QP, and from Skandinaviska Enskilda Banken AB (publ), Kungsträdgårdsgatan 8, SE-106 40 Stockholm, Sweden. A summary of the offer of the Notes is annexed to these Final Terms.

1.	Issuer:		Invested Bank plc
2.	(a)	Series Number:	635
	(b)	Tranche Number:	1
3.		Specified Currency:	Swedish Kronor ("SEK")
4.	FX Currency:		Not Applicable
5.		Aggregate Nominal Amount:
	(a)	Series:	The aggregate nominal amount of Notes issued will be notified and published on or about the Issue Date
	(b)	Tranche:	The aggregate nominal amount of Notes issued will be notified and published on or about the Issue Date
6.	Issue Price:		100 per cent. of the Aggregate Nominal Amount
7.	(a)	Specified Denominations:	SEK10,000
	(b)	Calculation Amount:	SEK10,000
	(c)	Indicative Terms Notification Date	Issue Date
8.	(a)	Issue Date:	10 July 2018
	(b)	Interest Commencement Date:	Issue Date
9.		Maturity Date:	10 July 2023
10.	Interest Basis:		Equity Linked Notes (see Annex 1 (Equity/Index/Dual Underlying Linked Note Provisions) to this Final Terms for further details)
11.		Redemption/Payment Basis:	Equity 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

Redenomination on Euro Event: Not Applicable $17.$

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:	Equity 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 on redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required or if different the from that set out in 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:		Swedish Notes
30.		Additional Financial Centre(s) or other special provisions relating to Payment Days:	Not Applicable
31.	Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):		No
DISTRIBUTION
32.	(a)	If syndicated, names addresses οf and Managers:	Not Applicable
	(b)	Date of Subscription Agreement:	Not Applicable
33.		If non-syndicated, name and	Invested Bank plc, 2 Gresham Street, London EC2V 7QP.
34.	address of relevant Dealer: Total commission and concession:		Not Applicable
35.		U.S. Selling Restrictions:	Reg. S Compliance Category: 2;
			TEFRA Not Applicable
36.		Prohibition of Sales to EEA Retail Investors:	Not Applicable

TAXATION

37.	Taxation:	Condition 7A (Taxation - No Gross up) applies
SECURITY
38.	Security Provisions:	Not Applicable
	CREDIT LINKAGE
39.	Credit Linkage	Not Applicable

RESPONSIBILITY

Signed on behalf of the Issuer:

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

Nuala Lynch
Authorised Signatory

By: $\ldots$ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Duly authorised

Robert Dale
Authorised Signatory

PART B-OTHER INFORMATION

LISTING $\mathbf{L}$

Official List of the FCA Listing: $(a)$ Application is expected to be made by the Issuer (or on Admission to trading: $(b)$ its behalf) for the Notes to be admitted to trading on the Regulated Market of the London Stock Exchange with

RATINGS $\overline{2}$ .

Ratings:

The Notes to be issued have not been rated.

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE 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.

effect from the Issue Date.

Investec 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 Invested 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 $\ddot{4}$ EXPENSES

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

PERFORMANCE AND VOLATILITY OF THE UNDERLYING AND OTHER 5. 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.

• SE0011178516 ISIN Code: $(a)$ SEDOL Code: Not Applicable
• $(b)$
• 001117851 Common Code: $(c)$

(d)	Any clearing system(s) Swedish CSD other than Euroclear and Clearstream, Luxembourg relevant the and identification number(s):
(e)	Delivery:	Delivery free of payment
(f)	Additional Paying Agent(s) (if any):	Not Applicable
(g)	Common Depositary:	Not Applicable
(h)	Calculation Agent:	Investec Bank plc
	Calculation (i) is Agent to make calculations?	Yes
	not, identify Not Applicable if (ii) calculation agent:
(i)	Nordic Paying Agent:	Applicable
(j)	Italian Paying Agent:	Not Applicable
	TERMS AND CONDITIONS OF THE OFFER

(i)	Offer Price:	Issue Price (including a distribution fee of up to 0.8% per annum as further described in Part B hereof)
(ii)	Offer Period:	An offer of the Notes will be made by Investec Bank plc other than pursuant to Article 3(2) of the Prospectus Directive during the period from 9.00 a.m. (GMT) on 7 May 2018 until 5.00 p.m. (GMT) on 15 June 2018.
(iii)	Total amount of the issue/offer:	Up to SEK 100,000,000 will be issued. The final issuance amount will be determined in accordance with investor demand.
		A copy of these Final Terms will be filed with the Financial Conduct Authority in the UK (the "FCA"). On or before the Issue Date, a notice pursuant to UK Prospectus Rule 2.3.2(2) of the final aggregate principal amount of the Notes will be (i) filed with the FCA and (ii) published in accordance with the method of publication set out in Prospectus Rule $3.2.4(2)$ .
(iv)	Conditions to which the offer is subject:	The Notes will be offered to retail investors in Sweden. The Issuer may close the Offer Period prior to 15 June 2018 if the Notes are fully subscribed before such date.
(v)	Description of the application process:	Prospective investors should consult with their financial adviser in connection with an investment in the Notes. A prospective investor will subscribe for the Notes in accordance with the arrangements existing between such financial intermediary and its

$\overline{7}$ .

customer relating to the subscription of securities generally and not directly with the Issuer.

• Description of possibility to $(vi)$ reduce subscriptions and manner for refunding excess amount paid by applicants:
• $(vii)$ Details of the minimum and/or maximum amount of application:
• Details of the method and $(viii)$ time limits for paying up and delivering the Notes:
• Manner in and date on $(ix)$ which results of the offer are to be made public:
• Procedure for exercise of $(x)$ any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
• Process for notification to $(xi)$ applicants of the amount allotted and the indication whether dealing may begin before notification is made:
• Amount of any expenses $(xii)$ and taxes specifically charged to the subscriber or purchaser:
• Name(s) and address(es), to $(xiii)$ the extent known to the Issuer, of the placers in the various countries where the offer takes place:

An investor's investment must be for a minimum of SEK 10,000 subject to a maximum of SEK 100,000,000.

Investors will be notified by their financial intermediary of their allocations of Notes and the settlement arrangements in respect thereof.

The final size will be known at the end of the Offer Period.

Not Applicable

Not Applicable

Investors will be notified by their financial intermediary of their allocations of Notes at the end of the Offer Period in accordance with the arrangements in place between such financial intermediary and its customer.

None

None.

ANNEX1 EQUITY/INDEX/DUAL UNDERLYING LINKED NOTE PROVISIONS

1.		Type of Note:		Equity Linked Note
2.		Type of Underlying:		Basket of Shares
3.		Physical Settlement		Not Applicable
	(a)	Equity	Linked Physical Settlement:	Not Applicable
	(b)	Downside	Only Physical Settlement:	Not Applicable
4.	Redemption and Interest Payment Provisions:
(a)		Return Factor:		Not Applicable
(b)	FX Factors:			Not Applicable
(c)			Kick Out Notes with Capital at Risk Redemption Provisions	Not Applicable
(d)	without Notes Kick Out Capital at Risk Redemption Provisions		Not Applicable
(e)	Phoenix Kick Out Notes with Capital at Risk Redemption Provisions			Applicable
		(i)	Interest Amount:	(Indicative Terms).	In relation to each Calculation Amount and each Interest Payment Date, a specified percentage of Calculation Amount to be determined in accordance with Condition 18
					Indicatively 2.50 per cent.
					Indicative minimum amount: 2.10 per cent.
					The Interest Amount will be notified and published on the Issuer's website at www.investecstructured products.com on or about the Indicative Terms Notification Date as described in Condition 18 (Indicative Terms)
		(ii)	Constant Monitoring:	Not Applicable
		(iii)	Interest Amount Condition:	satisfied.	European. Worst of provisions apply in relation to the determination of whether the Interest Amount Condition is
			Interest Payment Date	Interest Valuatio n Dates	Interest Amount Level (as a percentage of the Initial Value)	Interest Observation Start Date	Interest Observation End Date

falls which 10 date The Business Days following the applicable Interest Valuation Date	26 Septembe r 2018	75%	Not Applicable	Not Applicable
falls which 10 The date Business Days following the applicable Interest Valuation Date	27 Decembe r 2018	75%	Not Applicable	Not Applicable
which falls 10 date The Business Days following the applicable Interest Valuation Date	26 March 2019	75%	Not Applicable	Not Applicable
falls which 10 The date Business Days following the applicable Interest Valuation Date	26 June 2019	75%	Not Applicable	Not Applicable
which falls date 10 The Business Days following the applicable Interest Valuation Date	26 Septembe r 2019	75%	Not Applicable	$\overline{Not}$ Applicable
which falls 10 The date Business Days following the applicable Interest Valuation Date	27 Decembe r 2019	75%	Not Applicable	Not Applicable
which falls 10 The date Business Days following the applicable Interest Valuation Date	26 March 2020	75%	Not Applicable	Not Applicable
falls which 10 date The: Business Days following the applicable Interest Valuation Date	29 June 2020	75%	Not Applicable	Not Applicable
which falls 10 date The Business Days following the applicable Interest Valuation Date	28 Septembe r 2020	75%	Not Applicable	Not Applicable
falls which 10 date The Business Days following the applicable Interest Valuation Date	28 Decembe r 2020	75%	Not Applicable	Not Applicable
falls which 10 date The Business Days following the applicable Interest Valuation Date	26 March 2021	75%	Not Applicable	Not Applicable
falls which 10 date The Business Days following the applicable Interest Valuation Date	28 June 2021	75%	Not Applicable	Not Applicable

falls which 10 date The Business Days following the applicable Interest Valuation Date	27 Septembe r 2021	75%	Not Applicable	Not Applicable
which falls 10 The date Business Days following the applicable Interest Valuation Date	27 Decembe r 2021	75%	Not Applicable	Not Applicable
which falls 10 date The Business Days following the applicable Interest Valuation Date	28 March 2022	75%	Not Applicable	Not Applicable
which falls 10 date The Business Days following the applicable Interest Valuation Date	27 June 2022	75%	Not Applicable	Not Applicable
which falls 10 The date Business Days following the applicable Interest Valuation Date	26 Septembe r 2022	75%	Not Applicable	Not Applicable
which falls 10 date The Business Days following the applicable Interest Valuation Date	27 Decembe r 2022	75%	Not Applicable	Not Applicable
falls which date 10 The Business Days following the applicable Interest Valuation Date	27 March 2023	75%	Not Applicable	Not Applicable
falls which 10 date The Business Days following the applicable Interest Valuation Date	26 June 2023	75%	Not Applicable	Not Applicable

• Not applicable $(iv)$ Interest Amount Averaging:
• 50 per cent. of the Initial Value $(v)$ Return Threshold:
• Digital 100 per cent. $(vi)$ Return:

Memory Feature Provisions:

Applicable

Not applicable Gearing 1:

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

5. Additional Provisions:

• Underlying: $(a)$
• Basket of $(i)$ (the Shares Underlying")

short Name and	Share Issuer	Share	Exchange	Weighting
Share description of		Currency
(including ISIN)
NORDEA BANK	NORDEA BANK	SEK	Stockholm	Not
AB	AB.			Applicable
ISIN: SE0000427361
SKANDINAVISKA	SK ANDINAVISKA	SEK	Stockholm	Not
ENSKILDA BAN-A	ENSKILDA BAN-A			Applicable
ISIN: SE0000148884
SWEDBANK AB-A	SWEDBANK AB	SEK	Stockholm	Not
SHARES				Applicable
ISIN: SE0000242455
SVENSKA	SVENSKA	SEK	Stockholm	Not
HANDELSBANKEN-	HANDELSBANKEN			Applicable
A SHS
ISIN: SE0007100599

• Not Applicable Averaging Dates $(b)$ Market Disruption:
• Change of Law, Insolvency Filing, Hedging Disruption and Increased Cost of Hedging Additional Disruption $(c)$ Events:
• A day on which commercial banks and foreign exchange markets settle payments and are $(d)$ Business Day: open for general business (including dealing in foreign exchange and foreign currency deposits) in London.
• In relation to a Share, the Scheduled Closing Time on the Exchange. $(e)$ Valuation Time:
• 26 June 2018 Strike Date: $(f)$
• The Value on the Strike Date Initial Value: $(g)$
• Not Applicable $(h)$ Initial Averaging:
• Applicable. Worst of Provisions apply in relation to the determination of whether an Automatic Early $(i)$ Automatic Early Redemption Event has occurred. Redemption:

Early Automatic Valuation Redemption Date	Early Automatic Redemption Date	Automatic Early Redemption Amount	Automatic Early Redemption Threshold
		(as a percentage of Issue Price)	(as a percentage of the Initial Value)
26 June 2019	The date which falls 10 Business Days	100 per cent.	100 per cent.

	following the applicable Automatic Early Redemption Valuation Date
26 September 2019	The date which falls 10 Business Days the following applicable Automatic Early Redemption Valuation Date	100 per cent.	100 per cent.
27 December 2019	The date which falls 10 Business Days the following applicable Automatic Early Redemption Valuation Date	100 per cent.	100 per cent.
26 March 2020	The date which falls 10 Business Days following the applicable Automatic Early Redemption Valuation Date	100 per cent.	100 per cent.
29 June 2020	The date which falls 10 Business Days following the applicable Automatic Early Redemption Valuation Date	100 per cent.	100 per cent.
28 September 2020	The date which falls 10 Business Days following the applicable Automatic Early Redemption Valuation Date	100 per cent.	100 per cent.
28 December 2020	The date which falls 10 Business Days the following applicable Automatic Redemption Early Valuation Date	100 per cent.	100 per cent.
26 March 2021	The date which falls 10 Business Days the following applicable Automatic Redemption Early Valuation Date	100 per cent.	100 per cent.
28 June 2021	The date which falls 10 Business Days the following applicable Automatic	100 per cent.	100 per cent.

	Early Redemption Valuation Date
27 September 2021	The date which falls 10 Business Days the following applicable Automatic Early Redemption Valuation Date	100 per cent.	100 per cent.
27 December 2021	The date which falls 10 Business Days following the applicable Automatic Early Redemption Valuation Date	100 per cent.	100 per cent.
28 March 2022	The date which falls 10 Business Days the following applicable Automatic Early Redemption Valuation Date	100 per cent.	100 per cent.
27 June 2022	The date which falls 10 Business Days following the applicable Automatic Early Redemption Valuation Date	100 per cent.	100 per cent.
26 September 2022	The date which falls 10 Business Days following the applicable Automatic Early Redemption Valuation Date	100 per cent.	100 per cent.
27 December 2022	The date which falls 10 Business Days following the applicable Automatic Early Redemption Valuation Date	100 per cent.	100 per cent.
27 March 2023	The date which falls 10 Business Days following the Automatic applicable Redemption Early Valuation Date	100 per cent.	100 per cent.

• Automatic
  Redemption Early Not Applicable $(j)$ Averaging:
• Not Applicable Barrier Condition: $(k)$

• Barrier Averaging: Not Applicable $(1)$

• The Value on the Final Redemption Valuation Date. Worst of Provisions apply in relation Final Value: $(m)$ to the determination of the Final Value.

• 26 June 2023 $(i)$ $\ensuremath{\mathrm{Final}}\xspace$ Redemption Valuation Date:
• Not Applicable Final Averaging: $(n)$
• Downside Final Share Not Applicable $(0)$ Value:
• Downside Final Not Applicable $(p)$ Averaging:

SUMMARY

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

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

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

		Section A – Introduction and Warnings
A.1	Introduction:	This summary must be read as an introduction to this Base Prospectus in relation to the Notes and any decision to invest in the Notes should be based on a consideration of this Base Prospectus, including the documents incorporated by reference herein, and this summary, as a whole.
		Where a claim relating to the information contained in this Base Prospectus is brought before a court in a Member State of the European Economic Area, the claimant may, under the national legislation of the Member State, be required to bear the costs of translating the Base Prospectus before the legal proceedings are initiated.
		Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this Base Prospectus or it does not provide, when read together with the other parts of this Base Prospectus, key information in order to aid Investors when considering whether to invest in the Notes.
A.2	Consent:	The Issuer gives its express consent, either as a "general consent" or as a "specific consent" as described below, to the use of the prospectus by a financial intermediary that satisfies the Conditions applicable to the "general consent" or "specific consent", and accepts the responsibility for the content of the Base Prospectus, with respect to the subsequent resale or final placement of securities by any such financial intermediary to retail investors in Sweden (the "Public Offer Jurisdictions") in circumstances where there is no exemption from the obligation under the Prospectus Directive to publish a prospectus (any such offer being a "Public Offer").
		General consent: Subject to the "Common conditions to consent" set out below, the Issuer hereby grants its consent to the use of this Base Prospectus in connection with a Public Offer of any Tranche of Notes by any financial intermediary in the Public Offer Jurisdictions in which it is authorised to make such offers under the Financial Services and Markets Act 2000, as amended, or other applicable legislation implementing Directive 2004/39/EC (the "Markets in Financial Instruments Directive") and publishes on its website the following statement (with the information in square brackets being completed with the relevant information):
		"We, [insert legal name of financial intermediary], refer to the base prospectus (the "Base Prospectus") relating to notes issued under the £2,000,000,000 Impala Bonds Programme (the "Notes") by Investec Bank plc (the "Issuer"). We agree to use the Base Prospectus in connection with the offer of the Notes in [specify Public Offer Jurisdictions] in accordance with the consent of the Issuer in the Base Prospectus and subject to the conditions to such consent specified in the Base Prospectus as being the "Common conditions to consent"."
		Specific consent: In addition, subject to the conditions set out below under "Common conditions to consent", the Issuer consents to the use of this Base Prospectus in connection with a Public Offer (as defined below) of any Tranche of Notes by any financial intermediary who is named in the applicable Final Terms as being allowed to use this Base Prospectus in connection with the relevant Public Offer.
		Any new information with respect to any financial intermediary or intermediaries unknown at the time of the approval of this Base prospectus or after the filing of the applicable Final Terms will be published on the Issuer's website (www.investecstructuredproducts.com).
		Common conditions to consent: The conditions to the Issuer's consent are that such consent (a) is only valid in respect of the relevant Tranche of Notes; (b) is only valid during the Offer Period specified in the applicable Final Terms; and (c) only extends to the use of this Base Prospectus to make Public Offers of the relevant Tranche of Notes in the Public Offer Jurisdictions (the "Public Offer Jurisdictions") specified in the applicable Final Terms.
		Accordingly, investors are advised to check both the website of any financial intermediary using this Base Prospectus and the website of the Issuer (www.investecstructuredproducts.com) to ascertain whether or not such financial intermediary has the consent of the Issuer to use this Base Prospectus.
		An investor intending to acquire or acquiring any Notes from an offeror other than the Issuer will do so, and offers and sales of such Notes to an investor by such offeror will be made, in accordance with any

	terms and conditions and other arrangements in place between such offeror and such investor including as to price, allocations, expenses and settlement arrangements.
	In the event of an offer of Notes being made by a financial intermediary, the financial intermediary will $\vert$ provide to investors the terms and conditions of the offer at the time the offer is made.

B.1	and
	Legal commercial of the name Issuer:	The legal name of the issuer is Investee 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.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 common equity 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.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.
		Financial features	Six Months Ended		Year Ended
			30 September		31 March
			2017	2016	2017	2016
		Operating profit before amortisation of acquired intangibles, non-operating items, and after non-controlling taxation				146,347
		interests (£'000)	79,285	85,160	161,057

		ordinary Earnings attributable to shareholders (£'000)	58,711	62,385	117,793	96,635
		Costs to income ratio	77.0%	75.1%	75.9%	73.3%
		(including) Total capital resources 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)	18,477,936	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) $(E'000)$	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)	37,500,000	33,723,000	35,900,000	30,100,000
		Capital adequacy ratio	16.0%	16.5%	16.6%	17.0%
		Common equity tier 1 ratio	12.1%	11.8%	12.2%	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	Dependence other upon	and controlling party is Invested plc.	The Issuer's immediate parent undertaking is Investee 1 Limited. The Issuer's ultimate parent undertaking
	within entities the Group:	The Issuer and its subsidiaries form a UK-based group (the "Group"). The Issuer conducts part of its business through its subsidiaries and is accordingly dependent upon those members of the Group. The Issuer is not dependent on Investee plc.
B.15	The Issuer's Principal	The principal business of the Issuer consists of Wealth & Investment and Specialist Banking.
	Activities:	The Issuer is an international, specialist banking group and asset manager whose principal business involves provision of a diverse range of financial services and products to a select client base in the United Kingdom and Europe and Australia/Asia and certain other countries. As part of its business, the Issuer provides investment management services to private clients, charities, intermediaries, pension schemes and trusts as well as specialist banking services focusing on corporate advisory and investment activities, corporate and institutional banking activities and private banking activities.
B.16	Controlling Persons:	The whole of the issued share capital of the Issuer is owned directly by Investee 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 635, 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 Nordic Notes.
		Security Identification Number(s): The following security identification number(s) will be specified in the Final Terms.
		ISIN Code: SE0011178516
		Common Code: 001117851
		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 Swedish Kronor ("SEK")
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		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.
	Ranking and Limitations those Rights:	to 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 SEK10,000.
		Taxation: All payments in respect of the Notes will be made without deduction for or on account of withholding taxes imposed by the United Kingdom unless such withholding or deduction is required by law. In the event that any such deduction is made, the Issuer will not be required to pay any additional amounts in respect of such withholding or deduction.
		Governing Law: English law
C.9	The Rights Attaching to the Securities (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, Maturity, Yield and the	Indicative Terms: Certain levels, percentages, prices, rates and/or values which will be used to calculate the return on the Notes will not be fixed or determined in the Final Terms at the commencement of the Offer Period, but will instead be determined based on market conditions by the Calculation Agent prior to the Issue Date. In relation to each such level, percentage, price, rate and/or value an indicative level, percentage, price, rate and/or value will specified. In addition, an indicative minimum amount and/or an indicative maximum amount (as applicable) will be specified. Where an indicative minimum amount is

	Representative of the Holders:	amount. Final Terms (the "Indicative Terms Notification Date"). Interest: The Notes are interest bearing. Index Linked Notes - Underlying Linked Interest: Components relating to the coupon).	underlying asset (as further described in C.20 (Type of the underlying) (the "Underlying").	specified, the final level, percentage, price, rate and/or value determined by the Calculation Agent shall be no lower than indicative minimum amount, where an indicative maximum amount is specified, the final level, percentage, price, rate and/or value determined by the Calculation Agent shall be no higher than such indicative maximum amount, and where both an indicative minimum amount and indicative maximum amount are specified, the final such level, percentage, price, rate and/or value determined by the Calculation Agent shall be no lower than such indicative minimum amount and no higher than such indicative maximum The final levels, percentages, prices, rates and/or values determined by the Calculation Agent will be published by the Issuer on its website at www.investecstructuredproducts.com on the date specified in the The Notes pay an amount of interest linked to an underlying asset (as described in C.10 (Derivative Payments of Principal: Payments of principal in respect of Notes will be calculated by reference to an 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 C.11	Derivative Components relating to the coupon: Listing and Trading:	The Underlying-linked interest payments on the Phoenix Kick out Notes with Capital at Risk will depend on the performance of the "Underlying" (as further described in C.15 ( Type of the underlying )). An "Interest Amount" of indicatively 2.50 per cent. will become payable in respect of each specified period at the end of which the price of the worst performing share in the basket comprising the Underlying is greater than a specified percentage of the initial price of such share (the "Interest Amount Level"). The Interest Amount in respect of each specified period is determined independently and paid to the investor on the related interest payment date. The indicative minimum amount in relation to Interest Amount is 2.10 per cent. Any "Missed Interest Amounts" (being Interest Amounts which did not become payable in respect of an interest period because the price of the worst performing share in the basket comprising the Underlying was lower than the Interest Amount Level at the end of such period) will be paid out with any subsequent interest payments. 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
C.15	Effect of value of underlying instruments:		of the Notes and accordingly affects the return (if any) on the Notes:	The return on the Notes is linked to the performance of an underlying instrument (being the basket of shares specified below (the "Underlying")). The value of the Underlying is used to calculate the redemption price
		Share Issuer NORDEA BANK AB SKANDINAVISKA ENSKILDA BAN-A	Name and short description of Shares (including ISIN) NORDEA BANK AB ISIN: SE0000427361 SKANDINAVISKA ENSKILDA BAN-A	Weighting Not Applicable Not Applicable

	ISIN: SE0000148884
SWEDBANK AB	SWEDBANK AB-A SHARES ISIN: SE0000242455	Not Applicable
SVENSKA HANDELSBANKEN	SVENSKA HANDELSBANKEN-A SHS ISIN: SE0007100599	Not Applicable

Automatic Early Redemption

If on one of the dates specified below (the "Automatic Early Redemption Valuation Date") the performance of the worst performing share in the basket comprising the Underlying is greater than the threshold level, price or v

Automatic Early Redemption Valuation Date*	Automatic Early Redemption Date	Automatic Early Redemption Amount	Automatic Early Redemption Threshold
		(as a percentage of Issue Price)	(as a percentage of the Initial Value)
26 June 2019	The date which falls 10 Business Days the following applicable Automatic Early Redemption Valuation Date	100 per cent.	100 per cent.
26 September 2019	The date which falls 10 Business Days following the applicable Automatic Early Redemption Valuation Date	100 per cent.	100 per cent.
27 December 2019	The - date which falls 10 Business Days following the applicable Automatic Early Redemption Valuation Date	100 per cent.	100 per cent.
26 March 2020	The date which falls 10 Business Days following the applicable Automatic Early Redemption Valuation Date	100 per cent.	100 per cent.
29 June 2020	The date which falls 10 Business Days following the. applicable Automatic Early Redemption Valuation Date	100 per cent.	100 per cent.
28 September 2020	The date which falls 10 Business Days following the applicable Automatic Early	100 per cent.	100 per cent.

	Redemption Valuation Date
28 December 2020	The date which falls 10 Business Days following the applicable Automatic Early Redemption Valuation Date	100 per cent.	100 per cent.
26 March 2021	The date which falls 10 Business Days the following applicable Automatic Early Redemption Valuation Date	100 per cent.	100 per cent.
28 June 2021	The date which falls 10 Business Days following the applicable Automatic Early Redemption Valuation Date	100 per cent.	100 per cent.
27 September 2021	The date which falls 10 Business Days the following applicable Automatic Early Redemption Valuation Date	100 per cent.	100 per cent.
27 December 2021	The date which falls 10 Business Days following the applicable Automatic Early Redemption Valuation Date	100 per cent.	100 per cent.
28 March 2022	The date which falls 10 Business Days following the applicable Automatic Early Redemption Valuation Date	100 per cent.	100 per cent.
27 June 2022	The date which falls 10 Business Days following the applicable Automatic Early Redemption Valuation Date	100 per cent.	100 per cent.
26 September 2022	The date which falls 10 Business Days following the applicable Automatic Early Redemption Valuation Date	100 per cent.	100 per cent.
27 December 2022	The date which falls 10 Business Days the following applicable Automatic Early	100 per cent.	100 per cent.

			Redemption Valuation Date
		27 March 2023	The date which falls 10 Business Days following the applicable Automatic Early Redemption Valuation Date	100 per cent.	100 per cent.
					*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.
C.16	Expiration or maturity date:		The Maturity Date of the Notes is 10 July 2023.
C.17	Settlement procedure:	The Notes will be cash-settled.
C.18	Return on securities:	Underlying.			Series 635 are Phoenix Kick Out Notes with Capital at Risk, the return on which are linked to the
		Capital at Risk
		The Notes have capital at risk.
		Redemption Amount payable on the Notes
			performing share in the basket comprising the Underlying.		The Notes are Equity Linked Notes, the redemption amount in respect of which is linked to the worst
				respect of a share (or ETF share) or "value" is in respect of a basket of shares (or ETF shares).	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
				Redemption provisions in respect of Phoenix Kick Out Notes with Capital at Risk:
		Automatic Early Redemption
				dates, as further 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 price of the worst performing share in the basket comprising the Underlying on specified valuation
			further described in C.15 (Effect of value of underlying instruments).		If the Notes kick out early an investor will receive the relevant Automatic Early Redemption Amount, as
		Final Redemption Amount
					If there has been no kick out, the return on the Notes at maturity will be based on the final value of the Underlying, as described in C.19 (Exercise price or final reference price of the underlying)). In certain circumstance this may result in the investor receiving an amount less than their initial investment.
		Scenario A - Digital Return
		"Digital Return", being 100 per cent.			If at maturity the final price of the worst performing share in the basket comprising the Underlying (the "Final Value") is greater than or equal to a specified percentage of the initial price of such share (the "Initial Value"), an investor will receive a cash amount equal to their initial investment multiplied by a
		Scenario $B$ – Return of Initial Investment
				Not applicable as no "Barrier Condition" has been specified in relation to the Notes.
		Scenario $C$ – Loss of Investment
		between the Initial Value and the Final Value.			If at maturity the Final Value is less than a specified percentage of the Initial Value, an investor will receive a cash amount equal to their initial investment reduced by a percentage linked to any decline in performance

C.19	Exercise price or reference final 0f the price	The determination of the performance of the Underlying and the redemption price will be carried out by the Calculation Agent, being Invested Bank plc.
	underlying:	The Initial Value will be the closing value of the shares in the basket comprising the Underlying as at the Valuation Time on the Strike Date.
		The value of the Underlying used to determine whether an automatic early redemption event has occurred will be the value of the worst performing share in the basket comprising the Underlying as at the Valuation Time on the relevant automatic early redemption valuation date.
		The Final Value will be the value of the worst performing share in the basket comprising the Underlying as at the Valuation Time on the final redemption valuation date.
C.20	the Type Ωf underlying:	The Notes are linked to an underlying instrument as further described in C.15 (Effect of value of underlying instruments ) (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 635 are Phoenix Kick Out Notes with Capital at Risk, the return on which are linked to the worst performing of the Shares comprising the Underlying.
		The following are the key risks applicable to the Notes:
		Capital at Risk: Phoenix 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 share in the basket comprising the applicable Underlying. A deterioration in the performance of the worst performing share 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.
Indicative Terms: Investors will be required to make an investment decision based on indicative pricing in relation to certain features of the Notes rather than the final amounts, levels, percentages, prices, rates or values (as applicable), which will only be fixed or determined at the end of the offer period after such investment decision is made but will apply to the Notes once issued. Investors should be aware that the final level, percentage, price, rate or value (as applicable) determined in relation to each such feature of the Notes may be the least favourable level, percentage, price, rate or value (the "minimum indicative value" or "maximum indicative value", as applicable) disclosed in the Final Terms, and in such circumstances, the return on the Notes will be equal to the lowest potential return disclosed in the applicable Final Terms.
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 share in the basket comprising the Underlying. Poor performance of the relevant share 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 value of the worst performing share in the basket comprising the Underlying is less than a specified value, 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 value of the worst performing share, 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 share during such specified period.
Interest linked to Underlying: The return interest payable on Phoenix Kick Out Notes with Capital at Risk is dependent on the price of the worst performing Underlying during the applicable interest period. Noteholders will be exposed to the risk of a prolonged increase or decline in, or volatility of, the relevant Underlying that causes the value of the relevant Underlying to fall outside of the specified range during the interest period which this could result in a decrease in the interest payments on the Notes or no interest being payable in relation to the Notes.
Tax: Noteholders will be liable for and/or subject to any taxes, including withholding tax, payable in respect of the Notes.

$\frac{1}{2}$

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:	The Notes will be offered to retail investors in Sweden.
		Offer Price: The offer price for the Notes is 100 per cent. of the Aggregate Nominal Amount.
		Offer Period: The offer period for the Notes commences on 7 May 2018 and ends on 15 June 2018.
		Total amount of the issue/offer: Up to SEK 100,000,000 will be issued. The final issuance amount will be determined in accordance with investor demand.
		A copy of these Final Terms will be filed with the Financial Conduct Authority in the UK (the "FCA"). On or before the Issue Date, a notice pursuant to UK Prospectus Rule 2.3.2(2) of the final aggregate principal amount of the Notes will be (i) filed with the FCA and (ii) published in accordance with the method of publication set out in Prospectus Rule 3.2.4(2).
		Conditions to which the Offer is subject: The Notes will be offered to retail investors in Sweden. The Issuer may close the Offer Period prior to 15 June 2018 if the Notes are fully subscribed before such date.
		Description of the application process: Prospective investors should consult with their financial adviser in connection with an investment in the Notes. A prospective investor will subscribe for the Notes in accordance with the arrangements existing between such financial intermediary and its customer relating to the subscription of securities generally and not directly with the Issuer.
		Details of the minimum and/or maximum amount of application: An investors investment must be for a minimum of SEK 10,000 subject to a maximum of SEK 100,000,000.
		Details of the method and time limits for paying up and delivering the Notes: Investors will be notified by their financial intermediary of their allocations of Notes and the settlement arrangements in respect thereof.
		Manner and date on which results of the offer are to be made public: The final size will be known following the end of the Offer Period.
		Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: Investors will be notified by their financial intermediary of their allocations of Notes at the end of the Offer Period in accordance with the arrangements in place between such financial intermediary and its customer.
		Amount of any expenses and taxes specifically charged to the subscriber or purchaser: None.
		Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place: None
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.