Investec PLC — Capital/Financing Update 2018

Dec 20, 2018

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

20 September 2018

Investec Bank plc Issue of USD 5,000,000 Impala EuroStoxx 50 5-year Upside Notes without 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 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.

$-1-$

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 18 July 2018, which together with the supplemental prospectus dated 23 November 2018, 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, 30 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.

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

1.	Issuer:		Investec Bank plc
2.	(a)	Series Number:	737
	(b)	Tranche Number:	1
3.		Specified Currency:	USD
4.	FX Currency:		Not Applicable
5.		Aggregate Nominal Amount:
	(a)	Series:	USD 5,000,000
	(b)	Tranche:	USD 5,000,000
6.	Issue Price:		100 per cent. of the Aggregate Nominal Amount
7.	(a)	Specified Denominations:	USD 1,000
	(b)	Calculation Amount:	USD 1,000
	(c)	Indicative Terms Notification Date	Not Applicable
8.	(a)	Issue Date:	21 December 2018
	(b)	Interest Commencement Date:	Not Applicable

9.	Maturity Date:		21 December 2023
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) Fair Market Value per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions):
	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) 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 Not Applicable addresses of and Managers:
	(b)	Date of Subscription Not Applicable Agreement:
33.		If non-syndicated, name and	Investec Bank plc, 30 Gresham Street, London EC2V 7QP.

Invested Bank plc will initially subscribe for up to 40 per address of relevant Dealer: cent. of the principal amount of the Tranche as unsold allotment. Invested Bank plc may subsequently place such Notes in the secondary market or such Notes may subsequently be repurchased by the Issuer and cancelled. Total commission and Not Applicable concession:

$35.$ U.S. Selling Restrictions: Reg. S Compliance Category: 2; TEFRAD

$36.$ Prohibition of Sales to EEA Applicable Retail Investors:

TAXATION

$34.$

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

5 Year USD EuroStoxx 50 Upside Notes without Capital at Risk

RESPONSIBILITY

Signed on behalf of the Issuer:

By: By: Duly authorised

Δ

Duly authorised

Neil Raja
Authorised Signatory

Guy Stringer
Authorised Signatory

PART B - OTHER INFORMATION

$\mathbf{1}$ . LISTING

• 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 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 $3.$ ISSUE/OFFER

As discussed in the "Subscription and Sale" section of the Base Prospectus, the Issuer has agreed to reimburse to the Dealers 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 (each such distributor, an "Interested Party"), or the Notes may be on-sold by Invested Bank plc to certain authorised offerors ("Authorised Offerors" at a discount to the Issue Price. Such discount will be retained by the Authorised Offerors as a re-offer spread. If under any applicable laws or regulations (including, if applicable, the Markets in Financial Instruments Directive (MiFID II)), an Authorised Offeror or an Interested Party is required to disclose to prospective investors in the Notes further information on any remuneration or discount that Invested Bank plc pays or offers to, or receives from such Authorised Offeror or Interested Party in respect of the Notes, the Authorised Offeror or Interested Party shall be responsible for compliance with such laws and regulations. Investors may request such further information from the relevant Authorised Offeror or Interested Party.

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

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

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

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

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

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

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

6. BENCHMARK

Amounts payable under the Notes are calculated by reference to the benchmarks set out below, each of which is provided by the administrator indicated in relation to the relevant benchmark.

Benchmark	Administrator	Does the Administrator appear on the Register?
Euro STOXX® 50	STOXX Limited	Does not appear As far as the Issuer is aware the transitional provisions in Article 51 of the BMR apply, such that the Administrator is not currently required to obtain authorisation or registration (or, if located outside the European Union, recognition, endorsement or equivalence)

OPERATIONAL INFORMATION $7.$

(a)	ISIN Code:	XS1892118487
(b)	SEDOL Code:	Not Applicable
(c)	Common Code:	189211848
(d)	Any clearing system(s) other than Euroclear and Clearstream, Luxembourg relevant the and identification number(s):	Not Applicable
(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
	Calculation (i) is. make Agent to calculations?	Yes
	if not, identify Not Applicable (ii) calculation agent:
(i)	Nordic Paying Agent:	Not Applicable
(j)	Italian Paying Agent:	Not Applicable
TEDMS AND CONDITIONS OF THE OFFER

$8.$ TERMS AND CONDITIONS OF THE OFFER

Not Applicable

ANNEX 1 EQUITY/INDEX/DUAL UNDERLYING LINKED NOTE PROVISIONS

1.	Type of Note:	Index Linked Note
2.	Type of Underlying:	Single Index
3.	Physical 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	Not Applicable
(d)	Kick Out Notes without Capital at Risk Redemption Provisions	Not Applicable
(e)	Phoenix Kick Out Notes with Risk Capital Redemption at Provisions	Not Applicable
(f)	Phoenix Kick Out Notes without Risk Capital Redemption at Provisions	Not Applicable
(g)	Upside Notes with Capital at Risk Redemption Provisions	Not Applicable
(h)	Upside Notes without Capital at Risk Redemption Provisions	Applicable
	Return Threshold: (i)	100 per cent. of Initial Index Level
	(ii) Strike Percentage:	Not Applicable
	Digital Return: (iii)	Not Applicable
	Upside Return: (iv)	Applicable
	Minimum Return: (v)	5 per cent.
	Cap: (vi)	60.00 per cent.
	Gearing 1: (vii)	200 per cent.
(i)	Geared Booster Notes with Capital at Risk Redemption Provisions	Not Applicable
(i)	Lock-In Call Notes with Capital at Risk Redemption Provisions	Not Applicable
(k)	N Barrier (Income) Notes with Capital Risk Redemption at Provisions	Not Applicable

• $(1)$ Range Accrual (Income) Notes with Not Applicable Capital at Risk Redemption Provisions
• Range Accrual Notes (Income) Not Applicable $(m)$ without Capital at Risk:
• $(n)$ Reverse Convertible Notes with Not Applicable Capital at Risk
• Double Bonus Notes with Capital at Not Applicable $(0)$ Risk Redemption Provisions
• Bear Notes with Capital at Risk Not Applicable $(p)$ Redemption Provisions
• Bear Notes without Capital at Risk Not Applicable $(q)$ Redemption Provisions
• Dual Underlying Kick Out Notes Not Applicable $(r)$ with Capital at Risk Redemption Provisions
• $(s)$ Dual Underlying Upside Notes with Not Applicable Capital at Risk Redemption Provisions
• Out Performance Call Notes with $(t)$ Not Applicable Capital at Risk Redemption Provisions
• Out Performance Call Notes Not Applicable $(u)$ without Capital at Risk Redemption Provisions

Additional Provisions

(a)	Underlying:
	(i)	Single Index (the Underlying")	Euro STOXX® 50
	(ii)	Index Sponsor:	STOXX Limited
	(iii)	Exchange:	Multi-Exchange Index
(b)	Disruption:	Averaging Dates Market	Not Applicable
(c)	Events:	Additional Disruption	Change in Law, Hedging Disruption and Increased Cost of Hedging.
(d)	Business Day:		A day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London.
(e)			The time at which the Index Sponsor publishes the closing level of the Index.
(f)	Valuation Time: Strike Date:		14 December 2018
(g)	Initial Index Level:		The Level on the Strike Date
(h)	Initial Averaging:		Not Applicable
(i)	Automatic Early Redemption:		Not Applicable
(j)	Automatic Early Redemption Averaging:		Not Applicable
(k)		Barrier Condition:	Not Applicable
(1)		Barrier Averaging:	Not Applicable
(m)		Final Index Level:	The Level on the Final Redemption Valuation Date.
	(i)	Final Redemption Valuation Date:	14 December 2023
(n)		Final Averaging:	Not Applicable
(0)	Downside Level:	Final Index	Not Applicable
(p)		Downside Final Averaging:	Not Applicable

ANNEX 2

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

Statements regarding the Reference Entity: Not Applicable

Statements regarding the EuroSTOXX® Index: Applicable

STOXX and its licensors (the "Licensors") have no relationship to Invested Bank plc other than the licensing of the Euro STOXX® 50 Index and the related trademarks for use in connection with the Notes.

STOXX and its Licensors do not:

• sponsor, endorse, sell or promote the Notes;
• recommend that any person invest in the Notes or any other securities;
• have any responsibility or liability for or make any decisions about the timing, amount or pricing of the Notes;
• have any responsibility or liability for the administration, management or marketing of the Notes:
• consider the needs of the Notes or the owners of the Notes in determining, composing or calculating the Euro STOXX® 50 Index or have any obligation to do so.

STOXX and its Licensors will not have any liability in connection with the Notes. Specifically,

• STOXX and its Licensors do not make any warranty, express or implied and disclaim any and all warranty about:
• $\bullet$ the results to be obtained by the Notes, the owner of the Notes or any other person in connection with the use of the Euro STOXX® 50 Index, and the data included in the Euro STOXX® 50 Index;
• the accuracy or completeness of the Euro STOXX® 50 Index and its data;
• the merchantability and the fitness for a particular purpose or use of the Euro STOXX® 50 Index and its data:
• STOXX and its Licensors will have no liability for any errors, omissions or interruptions in the Euro STOXX® 50 Index or its data; and
• under no circumstances will STOXX or its Licensors be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX or its Licensors knows that they might occur.

The licensing agreement between Investec Bank plc and STOXX is solely for their benefit and not for the benefit of the owners of the Notes or any other third parties.

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

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 descr the mention of "Not Applicable".

		Section A – Introduction and Warnings
A.1	Introduction:	This summary must be read as an introduction to this Base Prospectus in relation to the Notes and any decision to invest in the Notes should be based on a consideration of this Base Prospectus, including the documents incorporated by reference herein, and this summary, as a whole.
		Where a claim relating to the information contained in this Base Prospectus is brought before a court in a Member State of the European Economic Area, the claimant may, under the national legislation of the Member State, be required to bear the costs of translating the Base Prospectus before the legal proceedings are initiated.
		Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this Base Prospectus or it does not provide, when read together with the other parts of this Base Prospectus, key information in order to aid Investors when considering whether to invest in the Notes.
A.2	Consent:	Not applicable. The Issuer does not consent to the use of this Base Prospectus in circumstances where there is no exemption from the obligation under the Prospectus Directive to publish a prospectus as the Notes will not be publicly offered.

		Section B-Issuer
B.1	Legal and commercial the of 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 Invested Bank plc.
		The Issuer is subject to primary and secondary legislation relating to financial services and banking regulation in the United Kingdom, including, inter alia , the Financial Services and Markets Act 2000, for the purposes of which the Issuer is an authorised person carrying on the business of financial services provision. In addition, as a public limited company, the Issuer is subject to the UK Companies Act 2006.
B.4b	Trends:	The Issuer, in its unaudited half yearly financial report for the six month period ended 30 September 2018, reported an increase of 49.2% in operating profit before goodwill and acquired intangibles and after non-controlling interests to £118.275 million (September 2017: £79.285 million). The balance sheet remains strong, supported by sound capital and liquidity ratios. At 30 September 2018, the Issuer had £6.3 billion of cash and near cash to support its activities, representing 49% of its customer deposits. Customer deposits have increased by 6.5% since 31 March 2018 to £12.7 billion at 30 September 2018. The Issuer's loan to deposit ratio was 78.7% as at 30 September 2018 (March 2018: 80.7%). At 30 September 2018 the Issuer's total capital adequacy ratio was 16.8%, common equity tier 1 ratio was 11.1% and its leverage ratio was 7.6%. These capital disclosures incorporate the deduction of foreseeable charges and dividends as required by the Capital Requirements Regulation and European Banking Authority technical standards. The credit loss charge as a percentage of average gross core loans and advances has decreased from 1.14% at 31 March 2018 to 0.42%. The Issuer's gearing ratio remains low with total assets to equity at 10.2 times at 30 September 2018.
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 Oualifications:	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 2017 and 31 March 2018 and the unaudited half yearly financial report of the Issuer for the six month period ended 30 September 2017 and the six month period ended 30 September 2018.
		Financial features		Year Ended		Year Ended
				30 September	31 March
			2018	2017	2018	2017
		Operating profit before amortisation of acquired intangibles, non-operating items, taxation and after non- controlling interests (£'000) Earnings attributable to ordinary shareholders (£'000)	118,275 96,441	79,285 58,711	136,347 97,841	161,057 117,793
		Costs to income ratio Total capital resources (including	76.8%	77.0%	76.8%	75.9%
		subordinated liabilities) (£'000)	2,886,130	2,601,422	2,788,840	2,559,287
		Total shareholders' equity (£'000)	2,082,242	1,994,082	2,209,167	1,979,931
		Total assets (£'000)	21,162,620	18,477,936	20,097,225	18,381,414
		Net core loans and advances (£'000)	10,026,162	8,872,736	9,663,172	8,598,639
		Customer accounts (deposits) (£'000)	12,743,472	11,221,444	11,969,625	11,289,177
		Cash and near cash balances (£'000)	6,294,407	4,869,067	5,598,418	4,853,000
		Funds under management (£'000)	39,710,000	37,500,000	37,276,000	35,900,000
		Capital adequacy ratio Common equity tier 1 ratio	16.8% 11.1%	16.0% 12.1%	16.5% 11.8%	16.6% 12.2%
		published interim financial statements. There has been no material adverse change in the prospects of the Issuer since the financial year ended 31 March 2018, 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 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	The principal business of the Issuer consists of Wealth & Investment and Specialist Banking.
	Activities:	The Issuer is an international, specialist banking group and wealth manager whose principal business involves provision of a diverse range of financial services and products to a select client base in the United Kingdom, Europe, 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 and institutional banking, private banking and investment activities.
B.16	Controlling Persons:	The whole of the issued share capital of the Issuer is owned directly by Invested 1 Limited, the ultimate parent undertaking and controlling party of which is Invested plc.
B.17	Credit Ratings:	The long-term senior debt of the Issuer has a rating of BBB+ as rated by Fitch. This means that Fitch's expectation of default risk is currently low and Fitch is of the opinion that the Issuer's capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity.
		The long-term senior debt of the Issuer has a rating of A2 as rated by Moody's. This means that Moody's is of the opinion that the Issuer is considered upper-medium-grade and is subject to low credit risk.

The long-term senior debt of the Issuer has a rating of BBB+ as rated by Global Credit Rating. This means that Global Credit Rating is of the opinion that the Issuer has adequate protection factors and is considered sufficient for prudent investment. However, there is considerable variability in risk during economic cycles).
The Notes to be issued have not been specifically rated.

	Section C - Securities
C.1	Description of Type and Class of Securities:	Issuance in series: The Notes will be issued in series ("Series") which may comprise one or more tranches ("Tranches") issued on different issue dates. The Notes of each tranche of the same series will all be subject to identical terms, except for the issue dates and/or issue prices of the respective Tranches.
		The Notes are issued as Series number 737, 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: XS1892118487
		Common Code: 189211848
		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 Limitations to those Rights:	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.
		Investors investing in unsecured Notes (including unsecured Notes which are described in the applicable Final Terms as Notes that do not have 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. The Notes are unsecured obligations. They are not deposits and they are not protected under the UK's Financial Services Compensation Scheme or any deposit protection insurance scheme.
		Denomination: The Notes will be issued in denominations of USD1,000.
		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), Including Information as to Interest, Maturity, Yield and the Representative of the Holders:	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).
		Interest: The Notes are non interest bearing.
		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").
		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 Euro STOXX® 50 Index (the "Underlying")). The value of the Underlying is used to calculate the redemption price of the Notes and accordingly affects the return (if any) on the Notes.
C.16	Expiration or maturity date:	The Maturity Date of the Notes is 21 December 2023.
C.17	Settlement procedure:	The Notes will be cash-settled.
C.18	Return on securities:	Series 737 are Upside Notes without Capital at Risk, the return on which are linked to the Underlying.
		Capital at Risk
		The Notes do not have capital at risk.
		Redemption Amount payable on the Notes
		The Notes are Index Linked Notes, the redemption amount in respect of which is linked to the Underlying.
		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).
		Redemption provisions in respect of Upside Notes without Capital at Risk:

		Final Redemption Amount
		The return on the Notes at maturity will be based on the final level of the Underlying, as determined as described in C.19 ( Exercise price or final reference price of the underlying )).
		Scenario $A-U$ pside Return
		If at maturity the final level of the Underlying is greater than a specified percentage of the initial level of the Underlying (the "Initial Level"), an investor will receive a cash amount equal to their initial investment plus an "Upside Return" being a cash amount equal to their initial investment amount plus the greater of upside return and minimum return by a percentage based on the difference between a specified percentage of the Initial Level and the Final Level multiplied by a gearing percentage of 200 per cent. and subject to a cap of 60.00 per cent.
		Scenario $B$ – Return of Initial Investment
		If at maturity the Final Level is less than or equal to a specified percentage of the Initial Level, an investor will receive a cash amount equal to their initial investment plus minimum return.
C.19	Exercise price or reference final of 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 Level will be the closing level of the Underlying as at the Valuation Time on the Strike Date.
		The Final Level will be the level of the Underlying as at the Valuation Time on the final redemption valuation date.
C.20	Type of the 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. This includes repaying depositors or maturing wholesale debt. This risk arises from mismatches in the timing of cash flows, and 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 737 are Upside Notes without Capital at Risk, the return on which are linked to the Underlying.
		The following are the key risks applicable to the Notes:
		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 Underlying. Poor performance of the relevant Underlying could result in investors forgoing returns that could have been made had they invested in a different product.
		Tax: Noteholders will be liable for and/or subject to any taxes, including withholding tax, payable in respect of the Notes.
		Leverage factor: Since the leverage factor is greater than 100 per cent., if market conditions change, the value of the Notes will be more volatile than if there was no leverage.
		Capped return: The return on the Notes is capped. In such circumstances, the exposure to the upside performance of the relevant Underlying is limited. Accordingly, investors could forgo returns that could have been made had they invested in a product without a similar cap.

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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	Not applicable. Expenses in respect of the offer or listing of the Notes are not charged by the Issuer or
	Expenses:	Dealers to the Investor.