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Prospectus

Dated 8 December 2011

ABSA BANK LIMITED(incorporated with limited liability in the Republic of South Africa with registration number

1986/004794/06)

Issue of USD 5,000,000.00 Eskom Holdings Limited Credit and Inflation Linked Notes due 2017

under the EUR2,000,000,000

Euro Medium Term Note Programme

Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the UK Listing Authority) to approve this document as a prospectus for the purposes of Directive 2003/71/EC (the Prospectus Directive).

Application has also been made for the USD 5,000,000.00 Eskom Holdings Limited Credit and Inflation Linked Notes due 2017 (the Notes) to be admitted to the official list of the UK Listing Authority and to the London Stock Exchange plc (the London Stock Exchange) for the Notes to be admitted to trading on the London Stock Exchange's regulated market.

The London Stock Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC.

Interest is payable in respect of the Notes semi-annually (other than the first interest payment) in arrear from (and including) 20 March 2012. The amount of interest payable in respect of an Interest Period will comprise an amount in USD calculated by the Calculation Agent equal to the product of (a) USD 5,000,000.00 (b) the sum of (i) 2.25 per cent. and (ii) a percentage calculated by reference to the performance of the Index in respect of such Interest Period and (c) the Day Count Fraction for such Interest Period. The Index is the Non-revised index of Consumer Prices for All Urban Consumers (CPI-U) before seasonal adjustment (or any Successor Index).

Unless previously redeemed or purchased and cancelled, each Note will be redeemed on the Interest Payment Date scheduled to fall on 20 September 2017 (subject to adjustment in accordance with the Following Business Day Convention and to extension in accordance with the Credit Linked Conditions) at a Final Redemption Amount calculated by the Calculation Agent equal to par or, if greater, an amount equal to a percentage of par calculated by reference to the performance of the Index.

The Notes are also credit linked and in the event that a Credit Event occurs with respect to the Reference Entity (being Eskom Holdings Limited or any Successor thereto) the Issuer will redeem the Notes at the Credit Event Redemption Amount on the Credit Event Redemption Date. The Notes are also subject to early redemption for taxation reasons, event of default or following an Index Cancellation or a rebasing of the Index in which case the Issuer will redeem the Notes at the Early Redemption Amount.

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Words and expressions used above but not otherwise defined shall have the meanings given to them in the Terms and Conditions of the Notes set out on page 10 below.

An investment in Notes involves certain risks. For a discussion of these risks see "Risk Factors" relating to the Notes on page 8 below and “Risk Factors” on pages 7 to 23 of the Offering Circular.The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons unless the Notes are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. See "Form of the Notes" on pages 31 to 33 of the Offering Circular for a description of the manner in which Notes will be issued. Registered Notes are subject to certain restrictions on transfer (see "Subscription and Sale and Transfer and Selling Restrictions" on page of the Offering Circular).

The prior written approval of the Financial Surveillance Department of the South African Reserve Bank (previously known as the Exchange Control Department) is required for the issuance of theNotes.NO NOTE MAY BE: (A) SUBSCRIBED FOR, OR PURCHASED, BY A RESIDENT (AS DEFINED IN THE "SOUTH AFRICAN EXCHANGE CONTROL REGULATIONS"); OR (B) SOLD TO A RESIDENT; OR (C) BENEFICIALLY HELD, OR OWNED, BY A RESIDENT; OTHER THAN IN STRICT COMPLIANCE WITH THE SOUTH AFRICAN EXCHANGE CONTROL REGULATIONS IN EFFECT FROM TIME TO TIME. See "South African Exchange Control Regulations" on page 170 of the Offering Circular for further details.

Dealer

Absa Capital(a division of Absa Bank Limited)

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This Prospectus comprises a prospectus for the purposes of Article 5.3 of the Prospectus Directive.

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

Save for the Issuer, no other party has independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealer as to the accuracy or completeness of the information contained or incorporated in this Prospectus or any other information provided by the Issuer in connection with the Notes. The Dealer does notaccept any liability in relation to the information contained or incorporated by reference in this Prospectus or any other information provided by the Issuer in connection with the Notes.

The only person authorised to use this Prospectus in connection with an offer of the Notes is the person named in the Terms and Conditions of the Notes below as the Dealer.

No person is or has been authorised by the Issuer to give any information or to make any representation not contained in or not consistent with this Prospectus or any other information supplied in connection with the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or the Dealer.

Neither this Prospectus nor any other information supplied in connection with the Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation by the Issuer or the Dealer that any recipient of this Prospectus, or any other information supplied in connection with the Notes, should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Prospectus nor any other information supplied in connection with the Notes constitutes an offer or invitation by or on behalf of the Issuer or the Dealer to any person to subscribe for or to purchase any Notes.

Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in any circumstances imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Notes is correct as of any time subsequent to the date indicated in the document containing the same. The Dealer expressly does not undertake to review the financial condition or affairs of the Issuer during the life of the Notes or to advise any investor in the Notes of any information coming to their attention.

This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. Neither the Issuer nor the Dealer represents that this Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any

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responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer or the Dealer which is intended to permit a public offering of any Notes or distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectusor any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution of this Prospectus and the offer or sale of Notes in the United States, the European Economic Area (including the United Kingdom), Japan and the Republic of South Africa, see "Subscription and Sale and Transfer and Selling Restrictions"on pages 173 to 175 of the Offering Circular.

In making an investment decision, investors must rely on their own examination of the Issuer and the terms of the Notes, including the merits and risks involved. The Notes have not been approved or disapproved by the United States Securities and ExchangeCommission or any other securities commission or other regulatory authority in the United States, nor have the foregoing authorities approved this Prospectus or confirmed the accuracy or determined the adequacy of the information contained in this Prospectus. Any representation to the contrary is unlawful.

Neither the Dealer nor the Issuer makes any representation to any investor in the Notes regarding the legality of its investment under any applicable laws. Any investor in the Notes should be able to bear the economic risk of an investment in the Notes for an indefinite period of time.

This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “Incorporation by Reference” below).

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Table of Contents

Incorporation by Reference...........................................................................................................6

Risk Factors relating to the Notes .................................................................................................8

Terms and Conditions of the Notes..............................................................................................10

Other Information........................................................................................................................23

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Incorporation by Reference

The following documents, which have previously been published and have been filed with the Financial Services Authority shall be deemed to be incorporated in, and form part of, this Prospectus:

1. the Offering Circular dated 2 November 2011 (excluding the section entitled “Applicable Final Terms” on pages 34 to 52 thereof) (the Offering Circular);

2. the audited consolidated annual financial statements of the Issuer for the financial year ended 31 December 2010 together with the related auditor's report:

(a) Consolidated statement of financial position

(b) Consolidated statement of comprehensive income

(c) Consolidated statement of cash flows

(d) Accounting policies

(e) Notes to the consolidated financial statements

(f) Auditors’ report; and

3. the audited and consolidated annual financial statements of the Issuer for the financial year ended 31 December 2009 together with the related auditors’ report:

(a) Consolidated statement of financial position

(b) Consolidated statement of comprehensive income

(c) Consolidated statement of cash flows

(d) Accounting policies

(e) Notes to the consolidated financial statements

(f) Auditors’ report,

save that, any statement contained in a document which is deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.

This Prospectus must be read in conjunction with the documents incorporated by reference in this Prospectus and full information on the Issuer and the offer of the Notes is only available on the basis of the combination of the provisions set out within this document and the documents incorporated by reference.

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Information contained in the documents incorporated by reference, other than information listed in the table above, is not incorporated by reference in this Prospectus. Such information is eitherdeemed not relevant for prospective investors or is covered elsewhere in this Prospectus.

Any documents themselves incorporated by reference in the documents incorporated by reference in this Prospectus shall not form part of this Prospectus.

Copies of documents incorporated by reference in this Prospectus can be obtained from the registered office of the Issuer and from the specified office of the Principal Paying Agent for the time being in London.

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Risk Factors relating to the Notes

The purchase of Notes involves substantial risks and is suitable only for investors who have the knowledge and experience in financial and business matters necessary to enable them to evaluate the risks and the merits of an investment in the Notes. The Issuer believes that the factors described below, together with the Risk Factors set out in the Offering Circular incorporated by reference, represent the principal risks inherent in investing in the Notes.

Before making an investment decision, prospective purchasers of Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risks and that they consider carefully, in the light of their own financial circumstances, financial condition and investment objectives, all the information set forth in this Prospectus and the Offering Circular (including "Risk Factors" on pages 7 to 23 thereof).

The Notes are inflation index-linked notes linked to the performance of the Index and credit-linked notes linked to the performance of the Reference Entity and Obligations of the Reference Entity.

Investors should note that the Notes differ from ordinary debt securities issued by the Issuer under the Programme in that, subject to the occurrence of a Credit Event, the amount of interest and the redemption amount payable under the Notes at maturity are each dependent on the performance of the Index. A relatively small movement in the value of the Index can result in a disproportionately large movement in the price of the Notes. Investors should form their own views on the merits of an investment related to the Index based upon their own investigation in respect of the Index.

Investors should note that the Notes differ from ordinary debt securities issued by the Issuer under the Programme in that the amount payable by the Issuer under the Notes is also dependent on whether a Credit Event in respect of the Reference Entity has occurred. In certain circumstances the amount paid to Noteholders on redemption may be less than their original investment and may be zero. Investors should form their own views on the merits of an investment in the Notes based upon their own investigation in respect of the Reference Entity.

Investors should note that no specific rating for the Notes has been applied for or sought.

As the Calculation Agent is a division of the Issuer, potential conflicts of interest may exist between the Calculation Agent and Noteholders, including with respect to certain determinations and judgements that the Calculation Agent may make pursuant to the Notes that may influence the amount of interest payable under the Notes and the amount receivable on redemption of the Notes.

By investing in the Notes each investor represents that:

(a) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to invest in the Notes and as to whether the investment in the Notes is appropriate or proper for it based upon its own judgement and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the Issuer or the Dealer as investment advice or as a recommendation to invest in the Notes, it being understood that information and explanations related to the terms and conditions of the Notes shall not be considered to be investment advice or a recommendation to invest in the Notes. No communication (written or oral) received from the Issuer or the Dealer shall be deemed to be an assurance or guarantee as to the expected results of the investment in the Notes.

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(b) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts the terms and conditions and the risks of the investment in the Notes. It is also capable of assuming, and assumes, the risks of the investment in the Notes.

(c) Status of Parties. Neither the Issuer nor the Dealer is acting as a fiduciary for or adviser to it in respect of the investment in the Notes.

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Terms and Conditions of the Notes

The terms and conditions of the Notes shall consist of the terms and conditions set out in the Offering Circular (the Programme Conditions), as amended or supplemented below. References in the Programme Conditions to Final Terms shall be deemed to refer to the terms set out below.

1. Issuer: Absa Bank Limited

2. (a) Series Number: 2011-21

(b) Tranche Number: 1

3. Specified Currency or Currencies: United States Dollars (USD)

4. Aggregate Nominal Amount:

(a) Series: USD 5,000,000.00

(b) Tranche: USD 5,000,000.00

5. Issue Price: 100 per cent. of the Aggregate Nominal Amount

6. The following Relevant Annex shall apply to the Notes:

Credit Linked Annex

7. (a) Specified Denominations: USD 5,000,000.00

(b) Calculation Amount: USD 5,000,000.00

8. (a) Trade Date

(b) Issue Date:24 June 2011

9 December 2011

(c) Interest Commencement Date:

1 July 2011

9. Maturity Date: The Final Interest Payment Date

10. Interest Basis: Index Linked Interest

(further particulars specified below)

11. Redemption/Payment Basis: Index Linked Redemption

(further particulars specified below)

12. Change of Interest Basis or Redemption/ Payment Basis:

Not Applicable

13. Put/Call Options: Not Applicable

14. Credit Linked Notes: Applicable

(a) Type of Credit Linked Note: Single Name CLN

(b) Calculation Agent City: Johannesburg

(c) Credit Event Accrued Interest:

Not Applicable

(d) Extension Interest: Not Applicable

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Credit Provisions

(e) Reference Entity (together with the related Reference Obligation(s), Obligation(s) and/or Deliverable Obligation(s) thereof, as applicable, each a Reference Asset):

Eskom Holdings Limited

(f) Reference Entity Notional Amount(s):

Not Applicable

(g) Specified Reference Obligation:

The obligation identified as follows:

Primary Obligor: Eskom Holdings Limited

Guarantor: None

Maturity: 26 January 2021

Coupon: 5.75 per cent

CUSIP/ISIN: XS0579851949

Deliverable Obligations:

Deliverable Obligation Category:

Bond or Loan

Deliverable Obligation Characteristics:

Not Subordinated

Specified Currency: Any of the lawful currency of South Africa and the Standard Specified Currencies

Excluded Deliverable Obligations:

None

(h) Reference CDS Not Applicable

(i) All Guarantees: Applicable

Terms relating to Credit Events

(j) Credit Events: Bankruptcy

Failure to Pay

Grace Period Extension: Applicable

Grace Period: As set out in the Credit Linked Conditions

Obligation Default

Obligation Acceleration

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Repudiation/Moratorium

Restructuring

− Restructuring Maturity Limitation and Fully Transferable Obligation Not Applicable

− Modified Restructuring Maturity Limitation and Conditionally Transferable ObligationNot Applicable

(k) For Nth-to-Default Securities only, specify N:

Not Applicable

(l) Default Requirement: USD 1,000,000

(m) Payment Requirement: USD 1,000,000

(n) Conditions to Settlement: Credit Event Notice

Notice of Publicly Available Information

Specified Number: Two

(o) Obligation(s):

Obligation Category: Bond or Loan

Obligation Characteristics: Not Subordinated

Specified Currency: Any of the lawful currency of South Africa and the Standard Specified Currencies

(p) Additional Obligation(s): None

(q) Excluded Obligation(s): None

Terms relating to settlement following a Credit Event:

(r) CLN Settlement Method: Auction Settlement

(s) Fallback CLN Settlement Method:

Cash Settlement

(t) Issuer CLN Settlement Option:

Not Applicable

(u) Terms relating to Cash Settlement:

Applicable

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(i) Credit Event Redemption Amount:

(a) As set out in the Credit Linked Conditions.

(b) The definition of "Final Price" in the Credit Linked Conditions shall be deleted and the following substituted therefor:

"Final Price means the price of the Reference Obligation, expressed as a percentage, determined in accordance with the specified Valuation Method. Unless Auction Settlement applies, the Calculation Agent shall, as soon as reasonably practicable after obtaining all Quotations for a CLN Valuation Date, notify the Principal Paying Agent in writing of each such Quotation (together with a written computation showing such calculation) that it receives in connection with the calculation of the Final Price. The Principal Paying Agent shall deliver such notice through the relevant settlement system to holders of Notes, provided that the failure of the Principal Paying Agent to deliver any such notice shall not affect the effectiveness of any notice delivered by the Calculation Agent. If "Auction Settlement" is specified to be applicable or is elected to be applicable pursuant to the Issuer CLN Settlement Option, then notwithstanding the Valuation Method, Final Price means the Auction Final Price.".

(c) The definition of "Auction Final Price" in the Credit Linked Conditions shall be deleted and the following substituted therefor:

"Auction Final Price has the meaning set forth in the Transaction Auction Settlement Terms in respect of the relevant Reference Entity, provided that: (i) where both a Senior Auction and a Subordinate Auction are held in connection with an Auction in respect of such Reference Entity, the Issuer may in its sole and absolute discretion elect to apply the price determined pursuant to the Senior Auction where the Reference Obligation in respect of such Reference Entity is specified as a "Sub" or "Subordinated" Reference Obligation;

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and (ii) if the Credit Event is a Restructuring, the Calculation Agent shall select which of the Transaction Auction Settlement Terms shall apply in a commercially reasonable manner in accordance with then current market practice by reference to the Maturity Date of the relevant Notes."

(ii) Credit Event Redemption Date:

Five Business Days

(iii) CLN Valuation Date: The definition of "CLN Valuation Date" in the Credit Linked Conditions shall be deleted and the following substituted therefor:

"CLN Valuation Date means any Business Day selected by the Calculation Agent in its sole and absolute discretion falling after any Auction Cancellation Date or any No Auction Announcement Date."

(iv) CLN Valuation Time: The definition of "CLN Valuation Time" in the Credit Linked Conditions shall be deleted and the following substituted therefor:

"CLN Valuation Time means such time specified by the Calculation Agent in its sole and absolute discretion."

(v) Quotation Method: Bid.

Notwithstanding anything to the contrary in the Credit Linked Conditions, including without limitation the definition of "Quotation" therein, Quotations shall exclude accrued but unpaid interest

(vi) Quotation Amount: As specified in the Credit Linked Conditions

(vii) Minimum Quotation Amount:

As specified in the Credit Linked Conditions

(viii) Accreted Amount: Exclude Accrued Interest

(ix) Valuation Method: Market

(v) Terms relating to Physical Settlement:

Not Applicable

15. (a) Status of the Notes: Unsubordinated Notes

(b) Additional Conditions: See the Schedule hereto

(c) Date of approval(s) of the Financial Surveillance Department of the South African Reserve Bank for issuance of Notes obtained:

1 June 2011

16. Method of distribution: Non-syndicated

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PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

17. Fixed Rate Note Provisions: Not Applicable

18. Floating Rate Note Provisions: Not Applicable

19. Zero Coupon Note Provisions: Not Applicable

20. Index Linked Interest Note Provisions: Applicable

(a) Index/Formula: The Index is the Non-revised index of Consumer Prices for All Urban Consumers (CPI-U) beforeseasonal adjustment, measuring the rate of inflation in the United States expressed as an index and published by the relevant Index Sponsor (as defined in the Schedule hereto) or any Successor Index determined in accordance with the Schedule hereto.

For the purposes of determining the Interest Amount in respect of an Interest Period pursuant to Condition 5(b)(iv), the Rate of Interest in respect of such Interest Period will be an amount (expressed as a percentage) calculated by the Calculation Agent in its sole and absolute discretion equal to:

IRIIFRIx %2.25 i

Where, IFRIi and IRI are defined in the Schedule hereto

(b) Calculation Agent: Absa Capital (a division of Absa Bank Limited)15 Alice LaneSandton 2196South Africa

(c) Party responsible for calculating the Rate of Interest (if not the Calculation Agent) and Interest Amount (if not the Agent):

Not Applicable

(d) Provisions for determining Coupon where calculation by reference to Index and/or Formula is impossible or impracticable:

See the Schedule hereto

(e) Specified Period(s)/Specified Interest Payment Dates:

(a) 20 March and 20 September in each year from (and including) 20 March 2012 to (but excluding) 20 September 2017; and

(b) subject as provided in Credit Linked Condition 5, 20 September 2017 (the Final Interest Payment Date)

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(f) Business Day Convention: Following Business Day Convention

(g) Additional Business Centre(s):

London and Johannesburg

(h) Minimum Rate of Interest: 0 per cent. per annum

(i) Maximum Rate of Interest: Not Applicable

(j) Day Count Fraction: 30/360

21. Dual Currency Interest Note Provisions

Not Applicable

22. Capital Notes: Not Applicable

PROVISIONS RELATING TO REDEMPTION

23. Issuer Call: Not Applicable

24. Investor Put: Not Applicable

25. Final Redemption Amount: The Final Redemption Amount in respect of each nominal amount of Notes equal to the Calculation Amount will be an amount in USD (rounded down to the nearest USD 0.01 (with USD 0.005 being rounded upwards)) calculated by the Calculation Agent in its sole and absolute discretion equal to:

IRIFRIx 005,000,000.USD00,5,000,000.USDMax r

Where, FRIr and IRI are defined in the Schedule hereto

26. Early Redemption: Applicable

(a) Early Redemption Amount payable for taxation reasons,on Event of Default or pursuant to paragraph 2 of the Schedule hereto and/or the method of calculating the same (if required or if different from that set out in Condition 7(g) of the Terms and Conditions of the Notes)

(i) The Early Redemption Amount in respect of each nominal amount of Notes equal to the Calculation Amount shall be an amount in USD (rounded down to the nearest USD 0.01 (with USD 0.005 being rounded upwards) and which shall not be less than zero) calculated by the Calculation Agent equal to the fair market value (which, for the avoidance of doubt, shall represent full payment in respect of principal and accrued interest) of such Notes on (a) in the case of redemption for taxation reasons or pursuant to paragraph 2 of the Schedule hereto following an Index Cancellation (as defined in the Schedule hereto) or the rebasing of the Index, the fifth Business Day immediately preceding the due date for redemption or (b) in the case of redemption following an Event of Default, the due date for redemption, taking into

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account, if applicable, the Index Cancellation or the rebasing of the Indexand less Swap Costs, all as determined by the Calculation Agent by reference to such factor(s) as it may deem appropriate.

For the purposes of determining the fair market value of the Notes following an Event of Default, no account shall be taken of the financial condition of the Issuer which shall be presumed to be able to fully perform its obligations in respect of the Notes.

(ii) Condition 7(b) shall be amended by the deletion of the words "their Early Tax Redemption Amount referred to in paragraph (g) below together (if appropriate) with interest accrued to (but excluding) the date of redemption" therein and the substitution of the words "their Early Redemption Amount referred to in paragraph (g) below" therefor.

(iii) Condition 11(a) shall be amended by the deletion of the words "together with accrued interest (if any) to the date of repayment," therein.

GENERAL PROVISIONS APPLICABLE TO THE NOTES

27. Form of Notes: Registered Notes:

Registered Global Note registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg

28. Additional Financial Centre(s) or other special provisions relating to Payment Days:

London and Johannesburg

29. Talons for future Coupons or Receipts to be attached to definitive Notes (and dates on which such Talons mature):

No

30. Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:

Not Applicable

31. Details relating to Instalment Notes:

(a) Instalment Amount(s): Not Applicable

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(b) Instalment Date(s): Not Applicable

32. Redenomination applicable: Redenomination not applicable

33. Other final terms: See the Schedule hereto

DISTRIBUTION

34. (a) If syndicated, names of Managers:

Not Applicable

(b) Date of Subscription Agreement:

Not Applicable

(c) Stabilising Manager (if any): Not Applicable

35. If non-syndicated, name of relevant Dealer:

Absa Capital (a division of Absa Bank Limited)

36. U.S. Selling Restrictions: Reg. S Compliance Category:2

TEFRA not applicable

37. Additional selling restrictions: Not Applicable

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SCHEDULE

1. DEFINITIONS

Cut-Off Date means, in respect of a Reference Month, the third Business Day immediately preceding the last day of the Interest Period related to such Reference Month.

Dm means:

(a) for the purposes of calculating FRIr, the number of calendar days in the month in which the Final Interest Payment Date falls; and

(b) for the purposes of calculating IFRIi in respect of an Interest Period, the number of calendar days in the month in which the Relevant Interest Payment Date for such Interest Period falls.

Final Interest Period means the Interest Period ending on (but excluding) the Final Interest Payment Date.

FRIr means an amount (expressed as a percentage and rounded to the nearest five decimal places (with 0.000005 being rounded upwards)) calculated by the Calculation Agent in its sole and absolute discretion equal to:

)RI-(RIxD

1)-(t RI 3-m2-mm

3-m +

IFRIi means, in respect of an Interest Period, an amount (expressed as a percentage and rounded to the nearest five decimal places (with 0.000005 being rounded upwards)) calculated by the Calculation Agent in its sole and absolute discretion equal to:

)RI-(RIxD

1)-(t RI 3-m2-mm

3-m +

Index Level means, in respect of a Reference Month and subject as provided in sub-paragraph 2 below, the level of the Index reported for that Reference Month determined by the Calculation Agent in its sole and absolute discretion, without regard to any subsequently published revision or correction.

Index Modification means the Index Sponsor announces that it will make a material change to the Index.

Index Sponsor means the entity that publishes or announces (directly or through an agent) the level of the Index.

IRI means 224.9060.

Reference Month means each of a Second Reference Month and a Third Reference Month.

Relevant Interest Payment Date means, in respect of an Interest Period, the Interest Payment Date immediately succeeding the last day of such Interest Period.

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RIm-3 means:

(a) for the purposes of calculating FRIr, the Index Level in respect of the Third Reference Month for the Final Interest Period; and

(b) for the purposes of calculating IFRIi in respect of an Interest Period, the Index Level in respect of the Third Reference Month for such Interest Period.

RIm-2 means:

(a) for the purposes of calculating FRIr, the Index Level in respect of the Second Reference Month for the Final Interest Period; and

(b) for the purposes of calculating IFRIi in respect of an Interest Period, the Index Level in respect of the Second Reference Month for such Interest Period.

Second Reference Month means, in respect of an Interest Period, the month falling 2 calendar months immediately preceding the month in which the Relevant Interest Payment Date for such Interest Period falls.

t means:

(a) for the purposes of calculating FRIr, the calendar day, expressed as a number, on which the Final Interest Payment Date falls; and

(b) for the purposes of calculating IFRIi in respect of an Interest Period, the calendar day, expressed as a number, on which the Relevant Interest Payment Date for such Interest Period falls.

Third Reference Month means, in respect of an Interest Period, the month falling 3 calendar months immediately preceding the month in which the Relevant Interest Payment Date for such Interest Period falls.

2. INDEX DELAY AND DISRUPTION EVENT PROVISIONS

2.1 Delay in Publication

If the Calculation Agent determines that the level of the Index for a Reference Month (a Relevant Level) has not been published or announced on or prior to the Cut-off Date for such Reference Month, the Calculation Agent shall determine an index level in place of such Relevant Level (a Substitute Index Level) by reference to the following formula:

Substitute Index Level = Base Level x (Latest Level / Reference Level),

where:

Base Level means the level of the Index (excluding any “flash” estimates) published or announced by the Index Sponsor in respect of the month that is 12 calendar months prior to the Reference Month;

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Latest Level means the latest level (the relevant month of such calculation being the Earlier Month) of the Index (excluding any “flash” estimates) published or announced by the Index Sponsor prior to the Reference Month; and

Reference Level means the level of the Index (excluding any “flash” estimates) published or announced by the Index Sponsor in respect of the month that is 12 calendar months prior to the Earlier Month referred to in “Latest Level” above.

If a Relevant Level is published or announced at any time after the Cut-off Date for a Reference Month, such Relevant Level will not be used in the calculation of the relevant Index Level. The Substitute Index Level so determined pursuant to this provision will be the definitive Index Level for that Reference Month.

The Issuer shall give notice to the Noteholders in accordance with Condition 15 of any Substitute Index Level calculated pursuant to this provision.

2.2 Cessation of Publication

If the Calculation Agent determines that a level for the Index has not been published or announced for two consecutive months or the Index Sponsor announces that it will no longer continue to publish or announce the Index (each an Index Cancellation) then the Calculation Agent shall determine a successor index (in lieu of any previously applicable Index) (a "Successor Index") for the purposes of the Notes by using the following methodology:

2.2.1 if a notice has been given or an announcement has been made by the Index Sponsor, specifying that the Index will be superseded by a replacement Index specified by the Index Sponsor, and the Calculation Agent determines that such replacement index is calculated using the same or substantially similar formula or method of calculation as used in the calculation of the previously applicable Index, such replacement index shall be deemed the "Successor Index" for the purposes of the Notes from the date that such replacement Index comes into effect; or

2.2.2 if no Successor Index has been determined under sub-paragraph 2.2.1 above, the Calculation Agent shall ask five leading independent dealers to state what the replacement index for the Index should be. If between four and five responses are received, and of those four or five responses, three or more leading independent dealers state the same index, this index will be deemed the "Successor Index". If three responses are received, and two or more leading independent dealers state the same index, this index will be deemed the "Successor Index". If fewer than three responses are received by the next occurring Cut-off Date, the CalculationAgent will proceed to sub-paragraph 2.2.3 below; or

2.2.3 if no Successor Index has been deemed under sub-paragraphs 2.2.1 or 2.2.2 above by the next occurring Cut-off Date, the Calculation Agent will determine an appropriate alternative index from such Cut-off Date, and such index will be deemed "a Successor Index"; or

2.2.4 if the Calculation Agent determines that there is no appropriate alternative index, the Issuer will give not less than ten Business Days' notice to the Noteholders in accordance with Condition 15 and redeem all (but not some only) of the Notes,

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each nominal amount of Notes equal to the Calculation Amount being redeemed at the Early Redemption Amount.

The Calculation Agent shall determine the date on which any Successor Index shall be deemed to replace the Index for the purposes of the Notes (unless otherwise provided above). Notice of the determination of a Successor Index and the effective date of the Successor Index shall be given to Noteholders by the Issuer in accordance with Condition 15.

2.3 Adjustments

2.3.2 Index Level Adjustment Correction

If, within 30 days of publication and on or prior to the Cut-off Date in respect of the relevant Reference Month, the Calculation Agent determines that the Index Sponsor has corrected the Relevant Level for a Reference Month to correct a manifest error in its original publication, the Calculation Agent may make such adjustment(s) to any amount payable under the Notes and/or any other relevant term of the Notes as the CalculationAgent deems appropriate as a result of that correction. The Issuer shall give notice to the Noteholders of any such adjustment in accordance with Condition 15.

2.3.3 Rebasing

If the Calculation Agent determines that the Index has been or will be rebased at any time, the Index as so rebased (the Rebased Index) will be used for purposes of determining the level of the Index from the date of such rebasing; provided, however, that the CalculationAgent shall make adjustments to the levels of the Rebased Index so that the Rebased Index levels reflect the same rate of inflation as the Index before it was rebased and the Calculation Agent may make such adjustment(s) to any amount payable under the Notesand/or any other term of the Notes as the Calculation Agent may deem necessary. If the Calculation Agent determines that this would not produce a commercially reasonable result, the Issuer will give not less than ten Business Days' notice to the Noteholders in accordance with Condition 15 and redeem all (but not some only) of the Notes at the Early Redemption Amount. Notice of any adjustment of the Notes or determination pursuant to this sub-paragraph shall be given to Noteholders in accordance with Condition 15.

2.3.4 Index Modification

If on or prior to the Cut-off Date in respect of the last occurring Reference Month, the Calculation Agent determines that an Index Modification has occurred the CalculationAgent shall make only those adjustments to the Index, any Relevant Level and/or any other term of the Notes (including, without limitation, any amount payable under the Notes), as the Calculation Agent deems necessary for the modified Index to continue as the Index and to account for the economic effect of the Index Modification.

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Other Information1. LISTING AND ADMISSION TO TRADING

(a) Listing and Admission to Trading:

Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's regulated market and listing on the Official List of the UK Listing Authority with effect from 9 December 2011.

(b) Estimate of total expenses related to admission to trading:

Not Applicable.

2. RATINGS

Ratings: The Notes will not be rated.

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for any fees payable to the Dealer, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer.

4. PERFORMANCE OF INDEX

The Index is the Non-revised index of Consumer Prices for All Urban Consumers (CPI-U) before seasonal adjustment or any Successor Index determined in accordance with the Terms and Conditions of the Notes.

Past and future performance and volatility and details of the Index can be obtained from Bloomberg (CPURNSA Index) .

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

5. INFORMATION ON THE REFERENCE ENTITY

The Reference Entity is Eskom Holdings Limited or any Successor thereto identified pursuant to the definition of “Successor” in the Credit Linked Conditions of the Programme Conditions.

Information in respect of Eskom Holdings Limited can be obtained from various internationally recognised published or electronically displayed sources, for example Bloomberg.

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

6. OPERATIONAL INFORMATION

(a) ISIN Code: XS0716562847

(b) Common Code: 071656284

(c) Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme/ and the relevant identification

Not Applicable

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number(s):

(d) Delivery: Delivery free of payment

(e) Names and addresses of additional Paying Agent(s) (if any):

Not Applicable

7. SIGNIFICANT OR MATERIAL CHANGE

There has been no significant change in the financial or trading position of the Issuer and its consolidated subsidiaries taken as a whole since 31 December 2010, and there has been no material adverse change in the prospects of the Issuer since 31 December 2010.

8. LITIGATION

Neither the Issuer nor any Subsidiary are or have been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) in the 12 months preceding the date of this document which may have or have in such period had a significant effect on the financial position or profitability of the Issuer and/or the Group.

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ISSUER

Absa Bank Limited7th Floor

Absa Towers West15 Troye Street

Johannesburg, 2001South Africa

PRINCIPAL PAYING AGENT

Citibank N.A., London BranchCitigroup CentreCanada SquareCanary Wharf

London E14 5LBUnited Kingdom

REGISTRAR

Citigroup Global Markets Deutschland AGFrankfurter Welle

Reuterweg 1660323 Frankfurt am Main

Germany

PAYING AND TRANSFER AGENT

Citigroup Global Markets Deutschland AGFrankfurter Welle

Reuterweg 1660323 Frankfurt am Main

Germany

LEGAL ADVISERS

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To the Dealer as to English law

Allen & Overy LLPOne Bishops Square

London E1 6ADUnited Kingdom

DEALER

Absa Capital(a division of Absa Bank

Limited)15 Alice LaneSandton 2196

South Africa