Investec PLC — Capital/Financing Update 2018

Jul 9, 2018

BASE PROSPECTUS SUPPLEMENT

INVESTEC BANK PLC

(incorporated with limited liability in England and Wales with registered number 489604)

This base prospectus supplement (the "Base Prospectus Supplement") is supplemental to and must be read in conjunction with the Base Prospectus dated 11 October 2017 as supplemented by the base supplemental prospectuses dated 11 December 2017 and 29 June 2018 (together, the "Base Prospectus") relating to the £6,000,000,000 Euro Medium Term Note Programme (the "Programme") prepared by Investec Bank plc (the "Issuer") in connection with the application made for Notes issued under the Programme to be admitted to listing on the Official List of the Financial Conduct Authority in its capacity as competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 (the "FSMA"), and to trading on the Regulated Market of the London Stock Exchange plc.

This Base Prospectus Supplement constitutes a supplement for the purposes of Directive 2003/71/EC (as amended) (the "Prospectus Directive") and a supplementary prospectus for the purposes of section 87G of the FSMA. Terms defined in the Base Prospectus shall have the same meaning when used in this Base Prospectus Supplement.

To the extent that there is any inconsistency between any statement in this Base Prospectus Supplement and any other statement in or incorporated by reference in the Base Prospectus, the statements in this Base Prospectus Supplement will prevail.

The purpose of this Base Prospectus Supplement is to:

• (i) supplement the section entitled "Risk Factors" commencing on page 1 of the Base Prospectus with the amendments set out in Annex 1 hereto;
• (ii) supplement the section entitled "Terms and Conditions of the Notes" commencing on page 16 of the Base Prospectus with the conditions set out in Annex 2 hereto;
• (iii) supplement the section entitled "Taxation" commencing on page 61 of the Base Prospectus with the amendments set out in Annex 3 hereto; and
• (iv) supplement the Base Prospectus for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules") with the amendments set out in Annex 4 hereto.

Copies of the documents incorporated by reference in this Base Prospectus Supplement can be obtained from (i) the registered office of the Issuer at 30 Gresham Street, London EC2V 7QP and (ii) the website of the Regulatory News Service operated by the London Stock Exchange at www.londonstockexchange.com/exchange/prices-andnews/news/market-news/market-news-home.html.

Save as disclosed in this Base Prospectus Supplement, no significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus has arisen since the publication of the Base Prospectus.

The Issuer accepts responsibility for the information contained in this Base Prospectus Supplement. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information.

9 July 2018

RISK FACTORS

By virtue of this Base Prospectus Supplement, the section entitled "Risk Factors" commencing on page 1 of the Base Prospectus shall be supplemented and amended as follows:

1. Risks related to the Structure of the Notes

The first paragraph of the risk factor entitled "(d) The Issuer's obligations under the Subordinated Notes are subordinated" shall be amended so that it reads as follows:

The payment obligations of the Issuer under Subordinated Notes will rank behind the claims of Senior Creditors. Subordinated Notes constitute unsecured and, in accordance with the paragraphs below, subordinated obligations of the Issuer which rank pari passu without any preference among themselves.

TERMS AND CONDITIONS OF THE NOTES

By virtue of this Base Prospectus Supplement, the section entitled "Terms and Conditions of the Notes" commencing on page 16 of the Base Prospectus shall be supplemented and amended as follows:

1 Condition 3: Status

• 1.1 Paragraph (i) of Condition 3 (b) (Status and Subordination of Subordinated Notes) shall be amended so that it reads as follows:
• (i) If the Notes are specified as Subordinated Notes in the relevant Final Terms, the Subordinated Notes and the relative Receipts and Coupons (if any) are unsecured obligations of the Issuer subordinated in a Winding Up or Qualifying Administration of the Issuer as described below and rank and will rank (A) in priority to the claims of holders of all classes of share capital, (B) pari passu without any preference among themselves, (C) at least pari passu with all obligations (including guarantee obligations) of the Issuer which constitute, or would but for any applicable limitation on the amount of such capital constitute, Tier 2 capital, (D) pari passu with obligations of the Issuer in respect of claims (if any) which rank or are expressed to rank pari passu with the Subordinated Notes (including, without limitation and for so long as any of the same shall remain outstanding, claims in respect of principal and interest under the Existing Subordinated Notes (as defined in the Trust Deed)), and (E) junior in point of subordination to the obligations of the Issuer in respect of its Senior Creditors. The rights of the holders of Subordinated Notes (and any rights in respect of the relative Receipts and Coupons) will, in the event of the Winding Up or Qualifying Administration of the Issuer, be subordinated in right of payment in the manner provided in the Trust Deed to the claims of Senior Creditors of the Issuer.
• 1.2 Condition 3 (c) (Definitions) shall be amended so that it reads as follows:

"Qualifying Administration" means that an administrator has been appointed in respect of the Issuer and has given notice that he intends to declare and distribute a dividend;

"Senior Creditors" means, (a) depositors of the Issuer, (b) creditors of the Issuer who are unsubordinated creditors of the Issuer, and (c) creditors of the Issuer whose claims are or are expressed to be subordinated to the claims of other creditors of the Issuer (other than those whose claims are in respect of obligations which constitute, or would but for any applicable limitation on the amount of such capital, constitute, Tier 1 capital or Tier 2 capital or whose claims rank or are expressed to rank pari passu with, or junior to, the claims of holders in respect of the Notes) (whether only in a Winding Up of the Issuer or otherwise);

"Subordinated Notes" means the Notes specified as such in the relevant Final Terms;

"Tier 1 capital" has the meaning ascribed to it by the PRA from time to time; and

"Winding Up" means any winding-up of the Issuer (excluding a solvent winding-up solely for the purposes of a reconstruction, amalgamation, reorganisation, merger, consolidation or the substitution in place of the Issuer of a successor in business (as defined in the Trust Deed), the terms of which reconstruction, amalgamation, reorganisation, merger, consolidation or substitution have previously been approved in writing by the Trustee or by an Extraordinary Resolution (as defined in the Trust Deed) of the Noteholders of the relevant Series).

2 Condition 5: Redemption, Purchase and Options

• 2.1 Condition 5(j) (Redemption of Subordinated Notes) shall be amended so that it reads as follows:
• (j) Redemption of Subordinated Notes: In the case of Subordinated Notes, the Issuer may only exercise any right to redeem or purchase such Notes prior to their Maturity Date pursuant to Condition 5(c) (Redemption for Taxation Reasons), Condition 5(d) (Redemption due to Capital Disqualification Event), Condition 5(e) (Redemption following Hedging Disruption) or 5(f) (Redemption at the Option of the Issuer) if the Issuer has first:

(A) obtained any Relevant Supervisory Consent;

(B) in the case of a redemption pursuant to Condition 5(c) (Redemption for Taxation Reasons) or Condition 5(d) (Redemption due to a Capital Disqualification Event) where the date fixed for redemption falls before the fifth anniversary of the Issue Date, complied with the Regulatory Preconditions; and

(C) if and to the extent then required under the prevailing Applicable Rules, either: (x) replaced the Notes with own funds instruments of equal or higher quality at terms that are sustainable for the income capacity of the Issuer; or (y) demonstrated to the satisfaction of the PRA that the own funds of the Issuer would, following such redemption or purchase, exceed its minimum capital requirements (including any capital buffer requirements) by a margin that the PRA considers necessary at such time.

For these purposes, as between the Issuer and the Noteholders, the Issuer shall be deemed to have complied with items (A), (B) and (C) above (as and where applicable) if it has obtained a Relevant Supervisory Consent, and a certificate signed by two authorised signatories of the Issuer stating that it has obtained a Relevant Supervisory Consent delivered to the Trustee (who shall accept such certificate without further inquiry as sufficient evidence of the same) shall be conclusive and binding on the Noteholders.

Notwithstanding the above conditions, if, at the time of any redemption or purchase, the prevailing Applicable Rules permit the repayment or purchase only after compliance with one or more alternative or additional pre-conditions to those set out above in this Condition 5(j), the Issuer shall comply with such other and/or, as appropriate, additional pre-condition(s).

2.2 Condition 5(k) (Definitions) shall be amended so that it reads as follows:

Definitions: In these Conditions, unless the context otherwise requires, the following defined terms shall have the meanings set out below:

"Regulatory Preconditions" means in the case of a redemption pursuant to:

• (i) Condition 5(c) (Redemption for Taxation Reasons) before the fifth anniversary of the Issue Date, demonstrated to the satisfaction of the PRA that the relevant Taxation Event is a change in the applicable tax treatment of the relevant Subordinated Notes which is material and was not reasonably foreseeable on the Issue Date; or
• (ii) Condition 5(d) (Redemption due to Capital Disqualification Event) before the fifth anniversary of the Issue Date, demonstrated to the satisfaction of the PRA that the relevant change in the change in the regulatory classification of the relevant Subordinated Notes was not reasonably foreseeable on the Issue Date;

"Relevant Supervisory Consent" means, in relation to any redemption or purchase of any Subordinated Notes, any required permission of the PRA for such redemption or purchase under the prevailing Applicable Rules; and

"Taxation Event" means any of the applicable events or circumstances set out in items (i) to (iii) of Condition 5(c) (Redemption for Taxation Reasons).

TAXATION

By virtue of this Base Prospectus Supplement, the sub-section entitled "United Kingdom Taxation" in the section entitled "Taxation" commencing on page 61 of the Base Prospectus shall be supplemented and amended as follows:

United Kingdom Taxation

The subsection UK Withholding Tax on UK Source Interest shall be amended so that it reads as follows:

Notes issued by the Issuer which carry a right to interest ("UK Notes") will constitute "quoted Eurobonds" provided they are and continue to be "listed on a recognised stock exchange" (within the meaning of section 1005 of the Income Tax Act 2007 (the "Act")) or admitted to trading on a "multilateral trading facility" (within the meaning of section 987 of the Act). Whilst UK Notes are and continue to be quoted Eurobonds, payments of interest on UK Notes may be made without withholding or deduction for or on account of United Kingdom income tax.

Securities will be "listed on a recognised stock exchange" for this purpose if they are admitted to trading on an exchange designated as a "recognised stock exchange" by an order made by the Commissioners for HMRC and either they are included in the United Kingdom official list (within the meaning of Part 6 of the Financial Services and Markets Act 2000) or they are officially listed, in accordance with provisions corresponding to those generally applicable in EEA states, in a country outside the United Kingdom in which there is a recognised stock exchange.

The London Stock Exchange is a recognised stock exchange, and accordingly the Notes will constitute quoted Eurobonds provided they are and continue to be included in the United Kingdom Official List and admitted to trading on the regulated market (for the purposes of EU Directive 2004/39/EC (the Markets in Financial Instruments Directive)) (the "Regulated Market") of the London Stock Exchange.

In addition to the quoted Eurobonds exemption set out above:

• (a) Interest on UK Notes which do not constitute "regulatory capital securities" for the purposes of The Taxation of Regulatory Capital Securities Regulations 2013 (the "2013 Regulations") may be paid without withholding or deduction for or on account of United Kingdom income tax so long as the Issuer is a "bank" for the purposes of section 878 of the Income Tax Act 2007 and so long as such payments are made by the Issuer in the ordinary course of its business.
• (b) Interest on UK Notes which are regulatory capital securities for the purposes of the 2013 Regulations may be paid without withholding or deduction for or on account of United Kingdom income tax. This exemption will not apply where there are arrangements, the main purpose, or one of the main purposes, of which is to obtain a tax advantage as a result of the application of the 2013 Regulations in respect of such Notes.

In all cases falling outside the exemptions described above, interest on UK Notes may fall to be paid under deduction of United Kingdom income tax at the basic rate (currently 20 per cent.) subject to such relief as may be available following a direction from HMRC pursuant to the provisions of any applicable double taxation treaty, or to any other exemption which may apply. However, this withholding will not apply if the relevant interest is paid on Notes with a maturity date of less than one year from the date of issue and which are not issued under arrangements the effect of which is to render such Notes part of a borrowing with a total term of a year or more.

MiFID II PRODUCT GOVERNANCE RULES

By virtue of this Base Prospectus Supplement, the section entitled "Important Notices" commencing on page i of the Base Prospectus shall be supplemented and amended as follows:

The following paragraph will be inserted below the paragraph entitied "Important – EEA Retail Investors" on page ii:

MiFID II PRODUCT GOVERNANCE/TARGET MARKET - The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels. A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger, the Co-arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.

By virtue of this Base Prospectus Supplement, the section entitled "Form of Final Terms" commencing on page 45 of the Base Prospectus shall be supplemented and amended as follows:

The following paragraph will be inserted below the paragraph entitied "Important – Prohibition of Sales to EEA Retail Investors" on page 45:

MiFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.