ESKOM HOLDINGS SOC LTD (Registration Number 2002/015527/30) (incorporated with limited liability in the Republic of South Africa) U.S.$4,000,000,000 Global Medium Term Note Programme Under this Global Medium Term Note Programme (the “Programme”), Eskom Holdings SOC Ltd (the “Issuer”, the “Company” or “Eskom” and, together with its consolidated subsidiaries, the “Group”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue notes (the “Notes”) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). Notes may be issued in bearer or registered form (respectively “Bearer Notes” and “Registered Notes”). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed U.S.$4,000,000,000 (or its equivalent in other currencies calculated as provided for in the Dealer Agreement described herein), subject to increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Overview of the Issuer and the Programme” and any additional Dealer appointed under the Programme from time to time by the Issuer (each a “Dealer” and, together, the “Dealers”), which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the “relevant Dealer” shall, in the case of an issue of Notes being (or intended to be) subscribed for by more than one Dealer, be to all Dealers agreeing to subscribe for such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see “Risk Factors”. Application has been made to the Commission de Surveillance du Secteur Financier (the “CSSF”) in its capacity as competent authority under the Luxembourg law of 10 July 2005 on prospectuses for securities (the “Law on Prospectuses for Securities”) to approve this document as a base prospectus for the purposes of Directive 2003/71/EC (the “Prospectus Directive”) as amended (which includes amendments made by Directive 2010/73/EU (the “2010 PD Amending Directive”) to the extent that such amendments have been implemented in any Member State of the European Economic Area (the “EEA”) which has implemented the Prospectus Directive (“Relevant Member State”)). Application has also been made to the Luxembourg Stock Exchange for Notes issued under this Base Prospectus to be admitted to trading on the Bourse de Luxembourg, which is the regulated market in Luxembourg (the “Market”) and to be listed on the Official List of the Luxembourg Stock Exchange (the “Official List”). The Market is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC (“MiFID”). However, Notes may be issued under the Programme which will not be listed on the Official List or on any other stock exchange, and the Final Terms (as defined below) applicable to the Notes in a series will specify whether or not Notes in such series will be listed on the Official List or on any other stock exchange. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes will be set out in a final terms document (the “Final Terms”) or in a drawdown prospectus (“Drawdown Prospectus”) which, with respect to Notes to be listed on the Luxembourg Stock Exchange, will be delivered to the CSSF and the Luxembourg Stock Exchange. The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Base Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act 2005. The Programme is rated Ba1 by Moody’s Investors Service Ltd. (“Moody’s”) and BBB- by Standard & Poor’s Credit Market Services Europe Limited (“S&P”). Each of Moody’s and S&P is established in the European Union (“EU”) and is included in the list of credit rating agencies registered in accordance with Regulation (EC) No. 1060/2009 on Credit Rating Agencies as amended by Regulation (EU) No 513/2011 (the “CRA Regulation”). Where a Series (as defined under “Terms and Conditions of the Notes”) of Notes issued under the Programme is to be rated, such rating will be specified in the applicable Final Terms or relevant Drawdown Prospectus. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. This Base Prospectus should be read and construed together with any supplement hereto. Further, in relation to any series of Notes, this Base Prospectus should be read and construed together with the relevant Final Terms or relevant Drawdown Prospectus. As described further in this Base Prospectus, the prior written approval of the Financial Surveillance Department (“ExCon”) of the South African Reserve Bank (the “SARB”) will be required for each Tranche of Notes issued under the Programme. Arrangers and Permanent Dealers AFRICA RISING CAPITAL BASIS POINTS CAPITAL DEUTSCHE BANK PAMOJA CAPITAL RAND MERCHANT BANK STANDARD BANK The date of this Base Prospectus is 23 January 2015 This Base Prospectus constitutes a base prospectus for the purpose of Article 5.4 of the Prospectus Directive and the Law on Prospectuses for Securities implementing the Prospectus Directive in Luxembourg, and for the purpose of giving information with regard to the Issuer, the Group and the Notes, which is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and loss and prospects of the Issuer and of the rights attaching to the Notes. The Issuer accepts responsibility for the information contained in this Base Prospectus and the Final Terms for each Tranche of Notes issued under the Programme. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case), the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “Documents Incorporated by Reference”). This Base Prospectus shall be read and construed on the basis that such documents are incorporated in, and form part of, this Base Prospectus. Copies of the Final Terms or Drawdown Prospectus will be available from the registered office of the Issuer and the specified office set out below of each of the Paying Agents (as defined below). Certain information under the heading “Book Entry, Settlement and Clearance” has been extracted from information provided by the clearing systems referred to therein. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by the relevant clearing systems, no facts have been omitted which would render the reproduced information inaccurate or misleading. No representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Arrangers or the Dealers (each as defined in “Overview of the Issuer and the Programme”) as to the accuracy or completeness of the information contained or incorporated by reference in this Base Prospectus or any other information provided in relation to the Programme. In making an investment decision, prospective investors must rely on their own examination of the Issuer and the Group and the terms of the relevant Tranche of Notes, including the merits and risks involved. Prospective investors should not construe anything in this Base Prospectus as legal, business or tax advice. Each prospective investor contemplating purchasing any Notes should consult its own advisers as needed to make its investment decision and to determine whether it is legally permitted to purchase the securities under applicable legal investment or similar laws or regulations. None of the Arrangers, Dealers or Citicorp Trustee Company Limited as trustee (the “Trustee” which expression shall include any successor trustee) undertakes to review the financial condition or affairs of the Issuer or the Group during the life of the arrangements contemplated by the Base Prospectus or to advise any investor or potential investors in Notes of any information coming to their attention. No Arranger, Dealer or the Trustee accepts any liability in relation to the information contained or incorporated by reference in this Base Prospectus or any other information provided by the Issuer in connection with the Programme. Investors acknowledge that they have not relied, and will not rely, on the Arrangers or Dealers in connection with their investigation of the accuracy of any information or their decision whether to invest in the Notes. No person is or has been authorised to give any information or to make any representation other than those contained in this Base Prospectus in connection with the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or any Arranger or Dealer. Neither the delivery of this Base 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 Programme is correct as of any time subsequent to the date indicated in the document containing the same.