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Prospectus Dated 16 January 2012 ABSA BANK LIMITED

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Prospectus Dated 16 January 2012 ABSA BANK LIMITED Prospectus Dated 16 January 2012 ABSA BANK LIMITED (incorporated with limited liability in the Republic of South Africa 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.
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