Prospectus Dated 16 January 2012

ABSA BANK LIMITED (incorporated with limited liability in the Republic of with registration number 1986/004794/06)

Issue of MZN132,000,000 Republic of Mozambique Credit Linked Notes due 2016 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) for the MZN132,000,000 Republic of Mozambique Credit Linked Notes due 2016 (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 in arrear from (and including) 7 June 2012. The amount of interest payable in respect of an Interest Period will comprise an amount in USD calculated by the Calculation Agent as further described under “Terms and Conditions of the Notes – paragraph 10 (Interest Basis)”, “Terms and Conditions of the Notes – paragraph 17 (Fixed Rate Note Provisions)” and “Terms and Conditions of the Notes – paragraph 18 (Floating Rate Note Provisions)”. Unless previously redeemed or purchased and cancelled, each Note will be redeemed at their Final Redemption Amount on 7 December 2016 (subject to extension in accordance with the Credit Linked Conditions). The Notes are subject to redemption at the Optional Redemption Amount at the option of the Issuer, as further described under “Terms and Conditions of the Notes – paragraph 23 (Issuer Call)” and at the option of the Noteholders, as further described under “Terms and Conditions of the Notes – paragraph 24 (Investor Put)”. The Notes are also credit linked and in the event that a Credit Event occurs with respect to the Reference Entity (being Republic of Mozambique or any Successor thereto) the Issuer will (i) Deliver the Deliverable Obligations; or (ii) if it is impossible, impracticable or illegal for the Issuer to Deliver, or due to an event beyond the control of the Issuer it is impossible, impracticable or illegal for any Noteholder to accept Delivery of any of the Deliverable Obligations, pay an amount in USD (or, in certain circumstances as described herein, in MZN) as calculated by the Calculation Agent as further described under “Terms and Conditions of the Notes – Credit Linked Condition 4(i) (Partial Cash Settlement Terms)”. In the event that an Early Reference Obligation Redemption Event occurs the Issuer will redeem the Notes at the Early Reference Obligation Redemption Amount, together (if appropriate) with interest accrued to (but excluding) the date of redemption. The Notes are also subject to early redemption for taxation reasons or event of default in which case the Issuer will redeem the Notes at the Early Redemption Amount. 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 16 below. An investment in Notes involves certain risks. For a discussion of these risks see "Risk Factors relating to the Notes" on page 7 below and "Risk Factors" on pages 7 to 23 of the Offering Circular. The Issuer’s long-term senior unsecured obligations under the Programme are rated “A-” by Fitch Ratings Ltd and “A1 (On Review for Downgrade)” by Moody’s Investors Service Cyprus Ltd. The Issuer’s short-term senior unsecured obligations under the Programme are rated “F2” by Fitch. Each of Fitch Ratings Ltd and Moody’s Investors Service Cyprus Ltd. is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended). 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 pages 173 to 175 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 the Notes. 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 172 of the Offering Circular for further details.

Dealer Absa Capital (a division of Absa Bank Limited)

2 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 not accept 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 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 Prospectus or any Notes may come must

3 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. 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). 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 Exchange Commission 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. 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. (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.

4 Table of Contents

Incorporation by Reference ...... 6

Risk Factors relating to the Notes...... 7

Issuer Board of Directors...... 8

Terms and Conditions of the Notes...... 16

Other Information ...... 31

5 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 Page 122 (b) Consolidated statement of comprehensive income Page 123 (c) Consolidated statement of cash flows Page 126 (d) Accounting policies Pages 127-159 (e) Notes to the consolidated financial statements Pages 160-237 (f) Auditors' report; and Page 116 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 Page 51 (b) Consolidated statement of comprehensive income Page 52 (c) Consolidated statement of cash flows Page 53 (d) Accounting policies Pages 56-84 (e) Notes to the consolidated financial statements Pages 85-204 (f) Auditors' report, Page 44 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. 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 either deemed 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.

6 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 credit-linked notes linked to 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 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. An investment in the Notes is subject to exchange rate risks as the Issuer will make payments in US dollars. The value of the Mozambican Metical against the US dollar fluctuates and is affected by changes in international political and economic conditions and by many other factors. As a result, the value of these US dollar payments may vary with the prevailing exchange rates in the marketplace. In addition, there may be circumstances, as determined by the Calculation Agent, in which the Issuer cannot make payments in US dollars in which case the Issuer may make payments in Mozambican Metical (if available). Investors should note that in these circumstances the amount payable on the Notes may be zero. 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.

7 ISSUER BOARD OF DIRECTORS The Issuer board of directors (the Directors) has an appropriate balance with a majority of independent Directors. The chairperson of the Absa board is an independent director. The Bank had 18 directors, of whom three were executive, four were non-executive and eleven were considered to be independent. The members of the board of the Issuer, as listed in the table below, each have their business address at 7th Floor, Absa Towers West, 15 Troye Street, , 2001. Their functions in relation to and their principal outside activities (if any) of significance to the Issuer are as follows: Board membership Independent directors C Beggs, B P Connellan, S A Fakie, G Griffin (Chairman), M J Husain, P B Matlare, T M Mokgosi-Mwantembe, E C Mondlane, Jr$, T S Munday, S G Pretorius and B J Willemse. Non-executive directors Y Z Cuba, A P Jenkins* and R Le Blanc* and I R Ritossa#. Group executive directors D W P Hodnett (Financial Director), M Ramos (Chief Executive) and L L von Zeuner (Deputy Chief Executive). Group Remuneration and B P Connellan, G Griffin, A P Jenkins, T M Mokgosi-Mwantembe,S G Human Resource Pretorius (Chairman) and I R Ritossa#. Committee Group Audit and C Beggs (Chairman), S A Fakie and T S Munday. Compliance Committee Group Risk and Capital C Beggs, G Griffin and R Le Blanc*. Management Committee E C Mondlane, Jr$, T S Munday (Chairman) and B J Willemse. Directors' Affairs G Griffin (Chairman), M J Husain, R Le Blanc, T S Munday and SG Committee Pretorius. Board Finance Committee B P Connellan, Y Z Cuba, G Griffin (Chairman), T S Munday and I R Ritossa#. B P Connellan, G Griffin (Chairman), D W P Hodnett, T S Munday, M Concentration Risk Ramos, L L Von Zeuner and B J Willemse. Committee

*British #Australian $Mozambican

Director Age National Role Qualificatio Business Occupation and Directorships/ as at ity n address experience partnerships in 31 preceding five years Dece mber 2011

C (Colin) 63 RSA Independent BCom 34 Charles Colin is a former senior Colin is a director of Beggs non- (Hons) Street, partner and Chief Absa Group Limited executive CA(SA) Bryanston, Executive Officer of and Sasol Limited. director Johannesburg PricewaterhouseCoope rs Inc. (PWC) in He is a former director southern Africa. He of three companies in retired from this the Discovery position in June 2009. Holdings Limited Colin has served on group. several PwC boards and councils. He was Colin is a trustee of Chairman of the SAICA the Absa Group board in 2002/3 and is Pension Fund.

8 Director Age National Role Qualificatio Business Occupation and Directorships/ as at ity n address experience partnerships in 31 preceding five years Dece mber 2011 a member of the Accounting Practices Board. He is also a director of the Ethics Institute of South Africa.

B P 71 RSA Independent CA(SA) 14 Via Torino, Brian joined the Brian is a director of (Brian) non- Villa Torino, Barlows Group in 1964. Absa Group Limited. Connellan executive 66 Cumberland He managed several director Road, subsidiaries and was He is a previous Bryanston, appointed as a director director of Reunert Johannesburg of Barlow Rand Limited Limited, Sasol in 1985. He served as Limited, Tiger Brands Executive Chairman of Limited, Nampak the building materials, Limited, Oceana steel and paint division Group Limited and until 1990. He was then Illovo Sugar Limited. appointed as Executive Chairman of Nampak Limited, a position he held until his retirement in 2000.

Y Z 34 RSA Non- BCom 1st Floor, Yolanda began her Yolanda is a non- (Yolanda) executive (Stats) 30 Melrose career in marketing executive director of Cuba director BCom Arch with Robertsons Foods Absa Group Limited, (Hons) Boulevard, in 1999. She moved to Reunert Limited, (Acc) Melrose Arch, Fisher Hoffman, an Steinhoff International CA(SA) Johannesburg auditing firm, where Holdings Limited and she completed her Reatile Resources articles in 2002. In (Pty) Ltd. January 2003 she joined the corporate She is a member of finance division of the Nelson Mandela Mvelaphanda Group Foundation Limited. Yolanda was Investment appointed Deputy Chief and Endowment Executive Officer and, Committee. in July 2007, Chief Executive Officer of Yolanda is a former Mvelaphanda Group. director of Avusa Limited, Life Healthcare (Pty) Ltd, Mvelaphanda Group Limited, Mvelaphanda Resources Limited and Total Facilities Management Company (Pty) Ltd.

S A 58 RSA Independent BCom 216 – 14th Shauket was the Shauket is a director (Shauket) non- CA(SA) Avenue, Auditor-General of of Absa Group Fakie executive Fairland, South Africa for seven Limited, and a director Johannesburg years and served as member of the Chairman of the UN following professional Panel of External bodies: the South Auditors. He was the African Institute of Secretary General of Chartered the Auditors-General Accountants, the Association on the Australian Institute of African continent. Chartered During his tenure as Accountants and the Auditor-General, Institute of Public Shauket served as Finance and Audit. External Auditor to the World Health He serves as a Organisation in Geneva director on several and the United Nations MTN subsidiary in New York. He was companies in Africa.

9 Director Age National Role Qualificatio Business Occupation and Directorships/ as at ity n address experience partnerships in 31 preceding five years Dece mber 2011 also a member of the Audit Advisory Committee to the World Bank in Washington. He currently holds an executive position at MTN, responsible for Internal Audit and Business Risk Management.

G (Garth) 62 RSA Independent BSc, Klaasenbosch Garth worked for Old Garth is a director of Griffin non- FIA, Cottage, Mutual from 1970 to Absa Group Limited, executive FASSA 78 1999, and was finally Absa Financial -Chairman director Brommersvlei the Managing Director Services Limited, Road, responsible for Old Suiderland Constantia, Mutual's worldwide Development Cape Town asset management and Corporation Limited, unit trust businesses, Swiss Re Life and as well as all activities Swiss Re Africa. outside South Africa. He has acted as He is a trustee of the consultant to a number University of Cape of South African Town Foundation. and international businesses, including Allan Gray/Orbis, Investec Asset Management and Old Mutual plc. He served as a non-executive director on several boards in the South African financial services sector, including Sage Group and Citadel Holdings Limited. Garth was the Group Chief Executive Officer of the Sage Group from April 2003 to May 2005. He was President of the Actuarial Society of South Africa for 2008 and 2009.

DW P 42 RSA Executive BCom 8th Floor, David completed his David is a director of (David) Director CA(SA) Absa Towers articles with KPMG Absa Group Limited Hodnett MBA West, Inc., where he became and Absa Financial 15 Troye partner in the financial Services Limited. Street, services team. He then Johannesburg, joined the Standard 2001 Bank group, where, for seven years, he was involved in group risk and retail credit. David joined the Absa in 2008 as the Chief Risk Officer. He was appointed as Absa's Financial Director on 1 March 2010.

M J 51 RSA Independent BProc 4th Floor, Mohamed has been an Mohamed is a director (Mohamed non- The Forum, attorney for of Absa Group ) Husain executive 2 Maude approximately 25 Limited and of director Street, years, during which Andulela Investment Sandown, time he has Holdings Limited. Sandton represented a diverse

10 Director Age National Role Qualificatio Business Occupation and Directorships/ as at ity n address experience partnerships in 31 preceding five years Dece mber 2011 range of clients in He is a member of the commercial and Law Society of the corporate litigation, Northern Provinces, insolvency law and Chairman of the administrative law. He Attorneys Insurance was one of the advisers Indemnity Fund, to the Constitutional President of the Assembly on the international drafting of the final Commonwealth South African Lawyers Association, Constitution. He has Trustee of the Wits also acted as a judge of Law School the High Court. Endowment Appeal, Member of Eskom's Board Tender Committee and Chairman of the Remuneration Committee of the Law Society of South Africa.

Mohamed is an attorney and director of Knowles Husain Lindsay Incorporated and Councillor of the Law Society of South Africa. He is a former director of KLH Investments (Proprietary) Limited.

A P 50 British Non- Masters in 1 Churchill Antony started his Antony is a director of (Antony) executive philosophy, Place, finance career in Absa Group Limited Jenkins director politics and London, E14 in 1983, when and of Barclays Bank economics 5HP, he completed the Delaware, Barclays (University United Barclays management Financial Corporation, of Oxford) Kingdom development Visa Europe Limited MBA, programme before and Barclays Lead for Cranfield going on to hold Equality and Diversity. School of various positions in Manageme retail and corporate He is a member of the nt banking. He moved to Barclays Group Citigroup in 1989, Treasury and Group working both in London Recruitment and and New York. As Promotions General Manager and Committee. Executive Vice President, Citi Brands, he was responsible for most of Citi Cards with US$90 billion in receivables.

Antony rejoined Barclays as the Chief Executive of Barclaycard in January 2006, responsible for the development and operation of credit cards and card payments. He was appointed Chief Executive of Global Retail Banking and joined the Barclays Executive Committee in November 2009.

11 Director Age National Role Qualificatio Business Occupation and Directorships/ as at ity n address experience partnerships in 31 preceding five years Dece mber 2011

Antony is also responsible for diversity and inclusion at Barclays.

R (Robert) 55 British Non- MSc 1 Churchill Robert worked for Robert is a director of Le Blanc executive MBA Place, many years at JP Absa Group Limited. director London, Morgan in the capital E14 5HP, markets, fixed income, United emerging markets and Kingdom credit areas and later in the risk management function. He joined Barclays in 2002 as the Head of Risk Management at Barclays Capital. Robert was appointed Chief Risk Officer at Barclays in 2004 and holds this position to date.

P B (Peter) 51 RSA Independent BSc (Hons) 3010 William Peter is the Chief Peter is a non- Matlare non- (Political Nicol Drive, Executive Officer of executive director of executive Science) Bryanston Tiger Brands Limited. Oceana Group director MA (South He is the previous Limited and of African Executive Director of Kumba Iron Ore Studies) Commercial at Limited. Vodacom SA Proprietary Limited, He is previous Chief Strategy and director of Vodacom Business Development Group Limited. Officer of Vodacom Group Limited and Chief Executive Officer of the South African Broadcasting Corporation (SABC).

He began his career with the Urban Foundation and Citibank, and gained international experience in the USA and Europe.

T M 49 RSA Independent BSc The Oval Office Thoko started her Thoko is a director of (Thoko) non- MSc Park, career as the Product Absa Group Limited, Mokgosi- executive (Medical Willowmore Manager for Glaxo Aveng Limited, Knorr- Mwantemb director Chemistry) Building, (1989 to 1994) and Bremse (SA) (Pty) e Dip Cnr Sloane Merck, Sharp and Ltd, Paracon (Education) Street and Dohme (1994 to 1996). Holdings Limited, Meadowbrook She was employed in Kutana Investment Lane, various positions at Group Limited and Bryanston, Telkom from 1996 to Vodacom Group Johannesburg 2001 (including Limited. She is a Managing Executive: trustee of the Absa Consumer Sales and Group Pension Fund. Marketing). She served as Divisional Managing She is a former Director of Siemens director of IFCA Telecommunications Technologies (Proprietary) Limited Limited. from 2001 to 2004. In March 2004, she was afforded the opportunity to take on the role of

12 Director Age National Role Qualificatio Business Occupation and Directorships/ as at ity n address experience partnerships in 31 preceding five years Dece mber 2011 Chief Executive Officer of Alcatel South Africa.

From November 2004 to the end of October 2008, Thoko was the Chief Executive Officer of Hewlett Packard. She is currently the Chief Executive Officer of Kutana Investment Group.

E C 53 Mozam Independent Political 868 Ashton Eduardo established Eduardo is a director (Eduardo) bican non- Science Road, and operated an of Absa Group Mondlane, executive Extension Dainfern, African-focused trading Limited, Barclays Jr director Student Johannesburg company based in New Bank Mozambique UCLA York. He also S.A., Managing established the Director of Ninham Mozambique Business Shand Mozambique Council in Washington Lda, Chairman of DC. Thereafter, Retail Masters S.A. Eduardo worked in the (Mozambique), and a aerospace industry for director of Ilha de a number of years with Quilalea Lda and Boeing Commercial Liberty Holdings Lda. Airplanes, United Technologies and He is a member of the Guinness Peat Advisory Board of Aviation. In 1994, he Confederation of moved to the Economic infrastructure Associations development industry, (Mozambique) and where he advised Advisory Board of various multinational Lapdesk (South contractors in the Africa). development of Eduardo is a former strategically important director of infrastructure projects Arquipelago das in southern Africa. Quirimbas Lda and e- lumina S.A.

T S 61 RSA Independent BCom 27 Angus Trevor has held various Trevor is a director of (Trevor) non- Road, financial and Absa Group Limited, Munday executive Bryanston, commercial Chairman of Reunert director Johannesburg management positions Limited and a in Southern Africa and member of the in Europe. In the late boards of Sasol 1980s, he was Petroleum appointed Finance and International (Pty) Ltd Commercial Director of and Sasol Synfuels AECI Explosives International (Pty) Chemicals Limited and Ltd. in the early 1990s, he was appointed He is a director of Managing Director of Sasol Polymers, a Dulux Paints. division of Sasol Chemical Industries From 1996 to 2000, Limited, and a Trevor served as the director of Iron Managing Director of Mineral Beneficiation Polifin Limited. In 2001, Services (Pty) Ltd. he was appointed as an executive director of He is also a director Sasol Limited with of Life Healthcare global responsibility for Group Holdings finance and accounting, Limited and Illovo risk management, Sugar Limited. internal audit, corporate Trevor is a previous affairs and planning. director of

13 Director Age National Role Qualificatio Business Occupation and Directorships/ as at ity n address experience partnerships in 31 preceding five years Dece mber 2011 Barloworld. In 2003, Trevor assumed responsibility for Sasol group's global chemical businesses, with operations in South Africa, Europe, the United States of America, the Middle East, South-East Asia and China. He was appointed Deputy Chief Executive of Sasol Limited on 1 July 2005. He retired from his executive responsibilities at Sasol on 31 December 2006.

S G 62 RSA Independent MCom 228 Frederick Brand started his Brand is a director of (Brand) non- (Business Drive, career at Toyota South Absa Group Limited, Pretorius executive Economics) Northcliff, Africa in 1973. In 1988, Italtile Limited, director Johannesburg he was appointed Reunert Limited, Managing Director of RGT Smart Market Toyota South Africa Intelligence Limited Marketing. Brand was and Eliance. appointed Chief Executive Officer of He is a former McCarthy Motor director of Bidvest Holdings in 1995. He and numerous retired as the Chief McCarthy Group Executive of McCarthy companies. Limited in March 2011. He is a board member of the National Business Initiative and a trustee of the READ Educational Trust.

M (Maria) 51 RSA Executive MSc 8th Floor, Maria was formerly the Maria is a director of Ramos director (Economics Absa Towers Director-General of the Absa Group Limited ) West, National Treasury. In and Absa Financial BCom 15 Troye 2003, she was Services Limited. Honours in Street, appointed Group Chief Economics Johannesburg, Executive of Transnet She serves on the Institute of 2001 Limited. Maria joined executive committees Bankers' Absa as Chief of the International Diploma Executive in March Business Council, (CAIB) 2009, and is a member World Bank Chief of the Barclays PLC Economist Advisory executive Committee. Panel, Business Leadership South Africa and the Banking Association of South Africa.

She is a member of the Institute of International Finance.

I R (Ivan) 49 Australi Non- BCom 1 Churchill Ivan is a Managing Ivan is a director of Ritossa an executive (Hons) Place, Director and Head of Absa Group Limited. director London, Latin America, Central E14 5HP, and Eastern Europe, United Middle East and Africa Kingdom at Barclays Capital. He joined Barclays in February 2002 as Managing Director and

14 Director Age National Role Qualificatio Business Occupation and Directorships/ as at ity n address experience partnerships in 31 preceding five years Dece mber 2011 Global Head of Foreign Exchange, in London. He is also a member of the Barclays Capital Executive Committee.

He joined Barclays Capital in 2002 as Head of Foreign Exchange. In 2007 he assumed additional responsibility as Head of Global Markets Asia Pacific, and Prime Services in 2008. He was appointed Deputy Head of Fixed Income, Currencies and Commodities (FICC) in September 2010. He assumed his current role in June 2011.

L L (Louis) 49 RSA Executive BEcon 8th Floor, From 1981 on, Louis Louis is a director of von director Absa Towers worked in Absa's retail Absa Group Limited, Zeuner West, and commercial Absa Financial 15 Troye banking operations, Services Limited, Street, where he held various Absa Insurance Johannesburg, branch, regional and Company Limited 2001 provincial leadership and Absa Life positions. After that, Limited. Louis was appointed Operating Executive of Absa Commercial Bank. He was then appointed as an executive director of Absa Group in 2004 and Deputy Chief Executive in 2009.

B J 56 RSA Independent BCom Room 105 – Johan has served as Johan is a director of (Johan) non- BCom Landbou Chief Economist of the Absa Group Limited Willemse executive (Hons) Building, South African and Nictus Group. director (Economics University of Agricultural Union ) the Free State, (SAAU), as well as the He is Vice-Chairman MCom Nelson Maize Board, of the Agricultural (Economics Mandela Road, consulting to Agri Economics ) Bloemfontein business. In these Association of PhD roles, and as a member Southern Africa. He is (Agricultura of the National also Chairman of the l Agricultural Marketing Department of Economics) Council (NAMC), he Agricultural has gained experience Economics at the in a wide variety of University of the Free economic and State and a trustee of agricultural issues. the University of the Johan currently Free State Provident consults to major Fund. agricultural businesses in South Africa on agricultural businesses strategy and markets.

The Issuer is not aware of any potential conflicts of interest between the duties owed to the Issuer by the members of the board of the Issuer listed above and their private interests or other duties.

15 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: 2011-03 (b) Tranche Number: 1 3. Specified Currency or Currencies: United States Dollars (USD) 4. Aggregate Nominal Amount: (a) Series: MZN132,000,000 calculated at an FX rate: USD/MZN 26.50 (b) Tranche: MZN132,000,000 5. Issue Price: 100.24 per cent. of the Aggregate Nominal Amount 6. The following Relevant Annex shall Credit Linked Annex apply to the Notes: 7. (a) Specified Denominations: MZN6,600,000 (b) Calculation Amount: MZN6,600,000 8. (a) Trade Date: 7 December 2011 (b) Issue Date: 18 January 2012 (c) Interest Commencement Date: 7 December 2011 9. Maturity Date: 7 December 2016, subject as provided in the Credit Linked Condition 5 10. Interest Basis: The Interest Basis in respect of (i) the period from (and including) the Interest Commencement Date to (but excluding) 7 June 2014 (the Fixed Rate Period) shall be Fixed Rate in accordance with paragraph 17 below; and (ii) the period from (and including) 7 June 2014 to (but excluding) the Maturity Date (the Floating Rate Period) shall be Floating Rate in accordance with paragraph 18 below. Dual Currency Interest (further particulars specified below) 11. Redemption/Payment Basis: Dual Currency Redemption (further particulars specified below) 12. Change of Interest Basis or See paragraph 10 above. Redemption/ Payment Basis: 13. Put/Call Options: Issuer Call and Investor Put (further particulars specified below) 14. Credit Linked Notes: Applicable

16 (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 Credit Provisions (e) Reference Entity (together with Republic of Mozambique the related Reference Obligation(s), Obligation(s) and/or Deliverable Obligation(s) thereof, as applicable, each a Reference Asset): (f) Reference Entity Notional Not Applicable Amount(s): (g) Specified Reference Obligation: The obligation identified as follows: Primary Obligor: Republic of Mozambique Guarantor: None Maturity: 7 December 2016 Coupon: Fixed rate and floating rate BBGID: BBG0029PGX55 Deliverable Obligations Deliverable Obligation Reference Obligations Only Category: Deliverable Obligation None Characteristics: Excluded Deliverable None Obligations: (h) Reference CDS: Not Applicable (i) All Guarantees: Not Applicable Terms relating to Credit Events (j) Credit Events: Failure to Pay Grace Period Extension: Applicable Grace Period: As set out in the Credit Linked Conditions Obligation Default Obligation Acceleration

17 Repudiation/Moratorium Restructuring − Restructuring Maturity Limitation and Fully Transferable Obligation: Not Applicable − Modified Restructuring Maturity Limitation and Conditionally Transferable Obligation: Not Applicable (k) For Nth-to-Default Securities Not Applicable only, specify N: (l) Default Requirement: USD1,000,000 (m) Payment Requirement: USD1,000,000 (n) Conditions to Settlement: Credit Event Notice Notice of Publicly Available Information: Not Applicable Notice of Physical Settlement (o) Obligation(s): Obligation Category: Reference Obligations Only Obligation Characteristics: None (p) Additional Obligation(s): None (q) Excluded Obligation(s): None Terms relating to settlement following a Credit Event: (r) CLN Settlement Method: Physical Settlement (s) Fallback CLN Settlement Not Applicable Method:

(t) Issuer CLN Settlement Option: Not Applicable (u) Terms relating to Cash Not Applicable Settlement: (v) Terms relating to Physical Applicable Settlement: (i) Physical Settlement As set out in the Credit Linked Conditions Period: (ii) Partial Cash Applicable Settlement due to Impossibility or Illegality: (iii) Partial Cash Not Applicable Settlement of Consent Required Loans: (iv) Partial Cash Not Applicable Settlement of

18 Assignable Loans: (v) Partial Cash Not Applicable Settlement of Participations: (vi) Delivery provisions for Not Applicable Entitlement if different from stated above: 15. (a) Status of the Notes: Unsubordinated Notes (b) Additional Conditions: See the Schedule hereto (c) Date of approval(s) of the 1 June 2011 Financial Surveillance Department of the South African Reserve Bank for issuance of Notes obtained: 16. Method of distribution: Non-syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 17. Fixed Rate Note Provisions: Applicable for the Fixed Rate Period (a) Rate(s) of Interest: 17 per cent. per annum payable semi-annually in arrear less any Withholding Tax and less 0.75 per cent. (the Fixed Rate of Interest) (b) Interest Payment Date(s): 7 June 2012, 7 December 2012, 7 June 2013, 7 December 2013 and 7 June 2014 subject to adjustment in accordance with the Following Business Day Convention (c) Fixed Coupon Amount(s): Not Applicable (d) Broken Amount(s): Not Applicable (e) Day Count Fraction: 30/360 (f) Determination Date(s): Not Applicable (g) Other terms relating to the Notwithstanding the provisions in Condition 5(a), in method of calculating interest respect of each nominal amount of Notes equal to for the Fixed Rate Notes: the Calculation Amount, the Issuer shall pay on each Interest Payment Date in the Fixed Interest Period an amount determined by the Calculation Agent in accordance with the following formula: (i) the Calculation Amount; multiplied by (ii) the Fixed Rate of Interest in respect of the relevant Interest Period; multiplied by (iii) the Day Count Fraction; and divided by (iv) the FX Fixing. 18. Floating Rate Note Provisions: Applicable for the Floating Rate Period (a) Specified Period(s)/Specified The Specified Interest Payment Dates in the Interest Payment Dates: Floating Rate Period are 7 December 2014, 7 June 2015, 7 December 2015, 7 June 2016 and the

19 Maturity Date (b) Business Day Convention: The Specified Interest Payment Dates are subject to adjustment in accordance with the Following Business Day Convention, except that the last Specified Interest Payment Date shall fall on the Maturity Date (c) Additional Business Centre(s): Maputo and Johannesburg (d) Manner in which the Rate of The Rate of Interest that remunerates each Note is Interest and Interest Amount is a result of the addition of a Percentage Margin to to be determined: an Indexing, rounded to 1/16 of the percentage point equal or immediately higher, less any Withholding Tax (the Floating Rate of Interest). The Floating Rate of Interest is established by 8:30 on the second business day (t-2) before the starting date of the next Interest Period. The Indexing is calculated by the weighted average rate of the last six Treasury Bills issued for maturities 60 days and above. The weighted average interest rate of the last six Treasury Bill Auctions for maturities of 60 days and above is published on a daily business day basis on the website of the Bank of Mozambique (www.bancomoc.mz). In the event of these securities not having any issuance for the time limit, on the last 28 calendar days of the indexing calculation date, other security, that by its nature, come to substitute the considered securities, will be regarded as the Indexing. The Percentage Margin to be added is computed as the FPC rate (Permanent Lending Facility), less the weighted average interest rate of the last six Treasury Bill Auctions for maturities of 60 days and above, plus a 0.5 per cent. (zero point five percent) fee. The FPC rate is defined as the official policy rate determined solely by the of Mozambique and published on the website of the Bank of Mozambique (www.bancomoc.mz). In respect of each nominal amount of Notes equal to the Calculation Amount, the Issuer shall pay on each Interest Payment Date in the Floating Interest Period the Interest Amount determined by the Calculation Agent in accordance with the following formula: (i) the Calculation Amount; multiplied by (ii) the Floating Rate of Interest in respect of the relevant Interest Period; multiplied by

20 (iii) the Day Count Fraction; and divided by (iv) the FX Fixing (e) Party responsible for Absa Capital (a division of Absa Bank Limited) calculating the Rate of Interest 15 Alice Lane and Interest Amount (if not the Principal Paying Agent): Sandton 2196 South Africa (f) Screen Rate Determination: Not Applicable (g) ISDA Determination: Not Applicable (h) Margin(s): Not Applicable (i) Minimum Rate of Interest: Not Applicable (j) Maximum Rate of Interest: Not Applicable (k) Day Count Fraction: 30/360 (l) Fallback provisions, rounding See sub-paragraph 21(c) provisions and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions: 19. Zero Coupon Note Provisions: Not Applicable 20. Index Linked Interest Note Provisions: Not Applicable 21. Dual Currency Interest Note Applicable Provisions: (a) Rate of Exchange/method of The FX Fixing calculating Rate of Exchange: (further particulars specified below) (b) Calculation Agent, if any, Absa Capital (a division of Absa Bank Limited) responsible for calculating the 15 Alice Lane interest payable: Sandton 2196 South Africa (c) Provisions applicable where If on a Valuation Date, in the sole and absolute calculation by reference to determination of the Calculation Agent, one or Rate of Exchange impossible more of the FX Disruption Events has occurred or or impracticable: exists in relation the FX Fixing, the Calculation Agent shall attempt to determine the FX Fixing by applying the Disruption Fallbacks. (further particulars specified below) (d) Person at whose option Not Applicable Specified Currency(ies) is/are payable: 22. Capital Notes: Not Applicable PROVISIONS RELATING TO REDEMPTION

21 23. Issuer Call: Applicable (a) Optional Redemption Date(s): Any day on or after the occurrence of one or more of the following events, as determined by the Calculation Agent in its sole discretion, the Issuer may redeem the Notes early at the Optional Redemption Amount: (i) Market Disruption Event; or (ii) FX Disruption Event. The Substitute Reference Obligation provisions of Credit Linked Condition 8(c) with respect to the Reference Entity shall not apply to the Notes. Credit Linked Condition 8(a)(viii) shall be amended by the deletion of the definition of Successor therein and the substitution of the following therefor: "Successor means each entity which becomes a direct or indirect successor to such Reference Entity by way of Succession Event, provided that such successor assumes the Reference Obligation." The “Definitions and Interpretations applicable to the Credit Linked Notes” shall be amended by the deletion of the definition of Reference Entity therein and the substitution of the following therefor: "Reference Entity means the Republic of Mozambique. Any Successor to a Reference Entity identified pursuant to the definition of Successor in Credit Linked Condition 8(a)(viii) shall be the Reference Entity." (b) Optional Redemption Amount: In respect of each nominal amount of Notes equal to the Calculation Amount, the Issuer shall pay an amount determined by the Calculation Agent in accordance with the following formula: (i) the Calculation Amount; less (ii) the Issuer Fee; divided by (iii) the FX Fixing. For the avoidance of doubt, the FX Fixing may be such that the resulting USD amount is zero and in such event no amount will be payable unless the provisions of paragraph 4 or 5 of the Schedule hereto apply. Condition 7(d) shall be amended by the deletion of the words "together, if appropriate, with interest accrued to (but excluding) the date of Optional Redemption Date." therein.

22 (c) Notice Period: 10 days’ notice 24. Investor Put: Applicable (a) Optional Redemption Date(s): Any day on or after 7 June 2014. (b) Optional Redemption Amount: In respect of each nominal amount of Notes equal to the Calculation Amount, the Issuer shall pay an amount determined by the Calculation Agent in accordance with the following formula: (i) the Calculation Amount; divided by (ii) the FX Fixing; less (iii) the Issuer Fee. Condition 7(f) shall be amended by the deletion of the words “together, if appropriate, with interest accrued to (but excluding) the date of Optional Redemption Date” therein. (c) Notice Period: 40 days’ notice Condition 7(f) shall be amended by the deletion of the words “15 nor more than 30 days’ notice” and the substitution of the words “40 days’ notice” therefor. 25. Final Redemption Amount: In respect of each nominal amount of Notes equal to the Calculation Amount, an amount to be determined by the Calculation Agent in accordance with the following formula: (i) the Calculation Amount; divided by (ii) the FX Fixing (further particulars specified below) 26. Early Redemption: Applicable (a) Early Redemption Amount (i) The Early Redemption Amount in respect payable for taxation reasons, of each nominal amount of Notes equal to on Event of Default and/or the the Calculation Amount shall be an amount method of calculating the same in USD (rounded down to the nearest USD (if required or if different from 0.01 (with USD 0.005 being rounded that set out in Condition 7(g) of upwards) and which shall not be less than the Terms and Conditions of zero) calculated by the Calculation Agent the Notes): equal to the fair market value of such Notes (which shall not include accrued interest) less Swap Costs and the Issuer Fee, divided by the FX Fixing on (a) in the case of redemption for tax reasons, 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, all as determined by the Calculation Agent by reference to such factor(s) as it may deem appropriate.

23 (ii) 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. (iii) 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. (iv) 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 Maputo and Johannesburg special provisions relating to Payment Days: 29. Talons for future Coupons or Receipts No to be attached to definitive Notes (and dates on which such Talons mature): 30. Details relating to Partly Paid Notes: Not Applicable 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: 31. Details relating to Instalment Notes: (a) Instalment Amount(s): Not Applicable (b) Instalment Date(s): Not Applicable 32. Redenomination applicable: Redenomination not applicable 33. Other final terms: See the Schedule hereto DISTRIBUTION

24 34. (a) If syndicated, names of Not Applicable Managers: (b) Date of Subscription Not Applicable Agreement: (c) Stabilising Manager (if any): Not Applicable 35. If non-syndicated, name of relevant Absa Capital (a division of Absa Bank Limited) Dealer: 36. U.S. Selling Restrictions: Reg. S Compliance Category: 2 TEFRA not applicable 37. Additional selling restrictions: Not Applicable

25 SCHEDULE

1. DEFINITIONS Calculation Agent Determination means, in respect of an FX Fixing and any relevant day, that such FX Fixing for such relevant day (or a method for determining such FX Fixing) will be determined by the Calculation Agent taking into consideration all available information that in good faith it deems relevant. Currency-Reference Dealers means, in respect of any relevant day, that the Calculation Agent will request each of the Reference Dealers to provide a quotation of its rate at which it will buy one unit of the Specified Currency in units of the Reference Currency on such relevant day. If, for any such rate, at least two quotations are provided, the relevant rate will be the arithmetic mean of the quotations. If fewer than two quotations are provided for any such rate, the relevant rate will be the arithmetic mean of the relevant rates quoted by major banks in the relevant market, selected by the Calculation Agent on such relevant day. Disruption Fallback means, in respect of an FX Fixing, Valuation Postponement, Currency- Reference Dealers, Other Published Sources, and Calculation Agent Determination. Such Disruption Fallbacks shall apply in the order specified above, such that if the Calculation Agent determines that the FX Fixing cannot be determined by applying one Disruption Fallback, then the next Disruption Fallback specified shall apply. Dual Exchange Rate means that the currency exchange rate specified for FX Fixing splits into dual or multiple currency exchange rates. FX Business Day means 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), or but for the occurrence of an FX Disruption Event would have settled payments and been open for general business in each of the Specified Financial Centres. FX Disrupted Day means any FX Business Day on which an FX Disruption Event occurs. FX Disruption Event means any of the following events: (i) Dual Exchange Rate; (ii) Government Authority Event; (iii) Illiquidity; (iv) Non-Transferability Event; (v) FX Price Source Disruption; and (vi) Inconvertibility Event, each as determined by the Issuer, acting in good faith and in a commercially reasonable manner. FX Fixing means the Spot Exchange Rate appearing on the FX Price Source for the exchange of the Reference Currency into the Specified Currency (expressed as the number of units (or part units) of the Reference Currency) for which one unit of the Specified Currency can be exchanged, as determined by the Calculation Agent on the relevant Valuation Date in its sole and absolute discretion. FX Price Source means, in respect of an FX Fixing, Reuters page ABAF01 or if the relevant rate is not published or announced by such FX Price Source at the relevant time, the successor or alternative price source or page/publication for the relevant rate as determined by the Calculation Agent in its sole and absolute discretion.

26 FX Price Source Disruption means it becomes impossible or otherwise impracticable to obtain and/or execute the relevant rate required to calculate the FX Fixing on the Valuation Date or, if different, the day on which rates for that Valuation Date would in the ordinary course be published or announced by the relevant FX Price Source. Governmental Authority means any de facto or de jure government (or any agency or instrumentality thereof), court, tribunal, administrative or other governmental authority or any other entity (private or public) charged with the regulation of the financial markets (including the central bank) of the Republic of Mozambique. Government Authority Event means, with respect to any security or indebtedness for borrowed money of, or guaranteed by any Governmental Authority, the occurrence of a default, event of default or other similar condition or event (however described) including, but not limited to, (A) the failure of timely payment in full of any principal, interest or other amounts due (without giving effect to any applicable grace periods) in respect of any such security, indebtedness for borrowed money or guarantee, (B) a declared moratorium, standstill, waiver, deferral, repudiation or rescheduling of any principal, interest or other amounts due in respect of any such security, indebtedness for borrowed money or guarantee or (C) the amendment or modification of the terms and conditions of payment of any principal, interest or other amounts due in respect of any such security, indebtedness for borrowed money or guarantee without the consent of all holders of such obligation. The determination of the existence or occurrence of any default, event of default or other similar condition or event shall be made without regard to any lack or alleged lack of authority or capacity of such Governmental Authority to issue or enter into such security, indebtedness for borrowed money or guarantee. Holding Party means a hypothetical bank which is deemed to be (as determined by the Calculation Agent in the context of the relevant situation) domiciled and subject to taxation, securities law and regulations in South Africa and/or any jurisdiction where the Issuer and/or any of its Affiliates would, in the determination of the Calculation Agent, be able to hold the Reference Obligation. Illiquidity means it becomes impossible to obtain a firm quote of the Spot Exchange Rate for the exchange of the relevant amount of the Reference Currency (the Relevant Amount) into the Specified Currency (either in one transaction or a commercially reasonable number of transactions that, when taken together, total the Relevant Amount) on the Valuation Date (or, if different, the day on which rates for that Valuation Date would in the ordinary course be published or announced by the FX Price Source). Inconvertibility Event means the occurrence of any action, event or circumstance whatsoever which, from a legal or practical perspective: (i) has the direct or indirect effect of hindering, limiting or restricting (A) the convertibility of the Reference Currency (including the proceeds of any obligations) into the Specified Currency, or (B) the transfer of the Specified Currency from the Reference Entity to any other country (including, without limitation, by way of any delays, increased costs or discriminatory rates of exchange or any current or future restrictions on repatriation of the Reference Currency into the Specified Currency); or (ii) results in the unavailability of the Specified Currency in the interbank foreign exchange market located in the Reference Entity in accordance with normal commercial practice thereof, as determined by the Calculation Agent in its sole discretion. Issuer Fee means the present value of 0.75 per cent. of the Aggregate Nominal Amount as of the Early Redemption Date or the Optional Redemption Date calculated, by the Calculation Agent in its sole discretion, from but excluding the Optional Redemption Date or Early Redemption Date to but including the Maturity Date, discounted using an appropriate market discount rate selected by the Calculation Agent in its sole and absolute discretion. Market Disruption Event means, on any Business Day, the Calculation Agent determines in its sole discretion that it is unable to determine any amount or rate falling to be determined under the Notes

27 due to market conditions, such market conditions including but not limited to (i) market volatility, (ii) factors affecting market liquidity and (iii) legal, regulatory or artificial market limitations. Non-Transferability Event means the occurrence, as determined by the Calculation Agent in its sole and absolute discretion, of any event that generally makes it impossible to (i) deliver the Specified Currency from accounts inside the Reference Currency Jurisdiction to accounts outside the Reference Currency Jurisdiction or (ii) the Reference Currency between accounts inside the Reference Currency Jurisdiction or to a party that is a non-resident of the Reference Currency Jurisdiction. Other Published Sources means, in respect of any relevant day, that the Calculation Agent will determine the FX Fixing on such relevant day on the basis of the exchange rate for one unit of the Specified Currency in terms of the Reference Currency published by available recognised financial information vendors (as selected by the Calculation Agent) other than the applicable FX Price Source, on such relevant day. Reference Currency means Mozambican Metical (MZN). Reference Currency Jurisdiction means the country for which the Reference Currency is the lawful currency. Reference Dealers means, in respect of the Reference Currency, four leading dealers in the relevant foreign exchange market, as determined by the Calculation Agent. Specified Financial Centre(s) means Maputo, Johannesburg and New York City. Spot Exchange Rate means the offer spot rate. Valuation Date means: (i) in respect of a redemption pursuant to Condition 7(a), the second Business Day immediately preceding the Maturity Date; (ii) in respect of a redemption pursuant to Condition 7(b) and Condition 11, the relevant early redemption date, or if such day is not a Business Day, the immediately preceding Business Day; (iii) in respect of a redemption pursuant to Condition 7(d) and Condition 7(f), the second Business Day immediately preceding the relevant Optional Redemption Date; (iv) in respect of an Early Reference Obligation Redemption Event pursuant to paragraph 2 below, the second Business Day immediately preceding the date fixed for redemption; and (v) for the purposes of calculating an interest amount, the second Business Day immediately preceding the relevant Interest Payment Date, on which the Calculation Agent in its sole and absolute discretion determines the FX Fixing. Withholding Tax means any withholding tax rate which would at the relevant time apply to any payment in respect of a holding of the Reference Obligations by a Holding Party, as determined by the Calculation Agent in its sole and absolute discretion. As at the date of the Prospectus the Withholding Tax is 10 per cent. 2. MANDATORY EARLY REDEMPTION The Notes will be redeemed in whole, but not in part, at any time on the Issuer giving 10 days’ notice to the Principal Paying Agent and the Noteholders if the Reference Obligation is redeemed in whole or in part for any reason that does not qualify as a Credit Event hereunder (an Early Reference Obligation Redemption Event). On the occurrence of an Early Reference Obligation Redemption Event, in respect of each nominal amount of Notes equal to the Calculation Amount, the Issuer shall pay an amount determined by the Calculation Agent in accordance with the following formula: (i) the Calculation Amount; less

28 (ii) the Issuer Fee; divided by (iii) the FX Fixing, (the Early Reference Obligation Redemption Amount) together (if appropriate) with interest accrued to (but excluding) the date of redemption. 3. FX DISRUPTION EVENTS In the event that the Calculation Agent determines that an FX Disruption Event has occurred after the Issue Date, the Final Redemption Amount, the Early Redemption Amount, the Early Reference Obligation Redemption Amount, Optional Redemption Amount or any relevant Interest Amount(s) shall be reduced by an amount, calculated by the Calculation Agent in its sole and absolute discretion, equal to each Note's pro rata share of any loss suffered, or costs and expenses incurred by the Issuer and/or any of its Affiliates and/or agents in connection with the Notes and/or the hedging arrangements in respect of the Notes as a result of the occurrence of such FX Disruption Event. 4. INCONVERTIBILITY EVENT In the event that the Calculation Agent determines that an Inconvertibility Event has occurred and is subsisting or that the USD payment is zero pursuant to paragraph 23(b) above, it shall give notice (an Inconvertibility Event Notice) to the Noteholders in accordance with Condition 15 and, in lieu of paying the relevant USD amount on the due date for payment thereof, the Issuer shall pay the relevant unconverted amount in the Reference Currency (an MZN Amount) on or before the 30th Business Day following the date of the Inconvertibility Event Notice or, if earlier, two Business Days after receipt by the Calculation Agent of the relevant MZN Amount. In order to receive an MZN Amount, each Noteholder must deliver to the Calculation Agent a notice (an MZN Amount Notice) specifying details of an account into which, in the determination of the Calculation Agent, the relevant MZN Amount may be paid. If within 30 Business Days of the Inconvertibility Event Notice either the relevant MZN Amount or an appropriate MZN Amount Notice is not received by the Calculation Agent, the Issuer shall not be obliged to pay any amount. 5. NON-TRANSFERABILITY EVENT In the event that the Calculation Agent determines that a Non-Transferability Event has occurred and is subsisting after application of the Disruption Fallback, the Issuer shall notify the Noteholders in accordance with Condition 15 that such due date for payment has been postponed until the first date on which in the opinion of the Calculation Agent the relevant Non-Transferability Event is no longer subsisting and the Issuer shall pay an additional Interest Amount equal to the interest (if any) earned by the Issuer on the deposit of the relevant MZN amount in the period from (and including) the originally scheduled due date for payment to (but excluding) such postponed date of payment. 6. VALUATION POSTPONEMENT In respect of any Valuation Date, if the Calculation Agent determines that the original date on which such date would fall, or, the Adjusted Day in respect of such original date, is an FX Disrupted Day, then such Valuation Date, shall be the first FX Business Day which is not an FX Disrupted Day unless an FX Disruption Event continues to exist (measured from such original date or the Adjusted Day) for a consecutive number of calendar days equal to the Maximum Days of Valuation Postponement. In that case, the FX Fixing will be determined on the next FX Business Day after the Maximum Days of Valuation Postponement in accordance with the next applicable Disruption Fallback (as specified in the definition of ‘Disruption Fallback’). Where: Adjusted Day means, in respect any Valuation Date, if the original day on which such Valuation Date is an FX Business Day, such original day, or if such original day is not an FX Business Day, the first FX Business Day falling after the original day on which such Valuation Date is scheduled to fall. Maximum Days of Valuation Postponement means seven calendar days.

29 7. CORRECTIONS TO PUBLISHED AND DISPLAYED RATES In any case where an FX Fixing is based on information obtained from the Reuters Monitor, Money Rates Service, or any other financial information service, the FX Fixing will be subject to the corrections, if any, to that information subsequently displayed by that source within one hour of the time when such rate is first displayed by such source, unless the Calculation Agent determines in its sole and absolute discretion that it is not practicable to take into account such correction. Notwithstanding this, in any case where the FX Fixing is based on information published or announced by any governmental authority in a relevant country, the FX Fixing will be subject to the corrections, if any, to that information subsequently published or announced by that source within five days of the relevant date, unless the Calculation Agent determines in its sole and absolute discretion that it is not practicable to take into account such correction. 8. SUCCESSOR CURRENCY The Reference Currency and Specified Currency will be deemed to include any lawful successor currency to the Reference Currency or Specified Currency (the Successor Currency). If the Calculation Agent determines that on or after the Issue Date but on or before any relevant date under the Notes on which an amount may be payable, a country has lawfully eliminated, converted, redenominated or exchanged its currency in effect on the Issue Date or any Successor Currency, as the case may be (the Original Currency) for a Successor Currency, then for the purposes of calculating any amounts of the Original Currency or effecting settlement thereof, any Original Currency amounts will be converted to the Successor Currency by multiplying the amount of Original Currency by a ratio of Successor Currency to Original Currency, which ratio will be calculated on the basis of the exchange rate set forth by the relevant country of the Original Currency for converting the Original Currency into the Successor Currency on the date on which the elimination, conversion, redenomination or exchange took place, as determined by the Calculation Agent. If there is more than one such date, the date closest to such relevant date will be selected (or such other date as may be selected by the Calculation Agent in its sole and absolute discretion). Notwithstanding the above, the Calculation Agent may (to the extent permitted by the applicable law), in good faith and in a commercially reasonably manner, select such other exchange rate or other basis for the conversion of an amount of the Original Currency to the Successor Currency and will make such adjustment(s) that it determines to be appropriate, if any, to any variable, calculation methodology, valuation, settlement, payment terms or any other terms in respect of the Notes to account for such elimination, conversion, redenomination or exchange of the Reference Currency or Specified Currency, as the case may be.

30 Other Information 1. 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 or before end January 2012. (b) Estimate of total expenses Not Applicable. related to admission to trading: 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. INFORMATION ON THE REFERENCE ENTITY The Reference Entity is Republic of Mozambique or any Successor thereto identified pursuant to the definition of "Successor" in the Credit Linked Conditions of the Programme Conditions as amended by the “Terms and Conditions of the Notes” set out above. Information in respect of Republic of Mozambique 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. 5. PERFORMANCE OF RATE OF EXCHANGE Past and future performance and volatility and details in respect of the USD/MZN rate of exchange can be obtained from internationally recognised published or electronically displayed sources, for example Reuters page ABAF01. 6. OPERATIONAL INFORMATION (a) ISIN Code: XS0721890357 (b) Common Code: 072189035 (c) Any clearing system(s) other Not Applicable than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme/ and the relevant identification number(s): (d) Delivery: Delivery free of payment (e) Names and addresses of Not Applicable additional Paying Agent(s) (if any):

31 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.

32 ISSUER Absa Bank Limited 7th Floor Absa Towers West 15 Troye Street Johannesburg, 2001 South Africa

PRINCIPAL PAYING AGENT Citibank N.A., London Branch Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom

REGISTRAR Citigroup Global Markets Deutschland AG Frankfurter Welle Reuterweg 16 60323 Frankfurt am Main Germany

PAYING AND TRANSFER AGENT Citigroup Global Markets Deutschland AG Frankfurter Welle Reuterweg 16 60323 Frankfurt am Main Germany

LEGAL ADVISER To the Dealer as to English law Allen & Overy LLP One Bishops Square London E1 6AD United Kingdom

DEALER Absa Capital (a division of Absa Bank Limited) 15 Alice Lane Sandton 2196 South Africa

0085715-0000007 ICM:14058693.11

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