African Bank Investments : 1 July 2016 - 01-07-2016 Launch of Tender Offer in respect of notes issued under African Bank’s US$6 billion Euro Medium Term Note Program

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AFRICAN BANK LIMITED

(Incorporated in the Republic of South Africa) (Registered Bank)

(Registration No. 2014/176899/06)

Company code: ABKI

("the Bank" or "African Bank")

Launch of Tender Offer in respect of notes issued under African Bank's US$6 billion Euro Medium Term Note Program

African Bank hereby confirms the launch of a tender offer to purchase certain notes issued under its US$6 billion Euro Medium Term Note programme, comprising U.S. dollars and Swiss Franc denominated notes.

The rationale of the tender offer for the Bank is to reduce its interest expense (and thus improve earnings) whilst maintaining a strong liquidity and regulatory capital position.

The full text of the tender offer launch announcement, which has been released on Regulatory News Service operated by the London Stock Exchange ("LSE"), is appended to this announcement. An announcement of the tender offer has also been issued on Swiss Exchange ("SIX")

Midrand

1 July 2016

Debt Sponsor

RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Appendix - African Bank Tender Offer Launch Notice published on the LSE NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) OR ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS NOTICE. African Bank Limited (the "Bank")

(Registration Number 2014/176899/06) (incorporated with limited liability in the Republic of South Africa)

ANNOUNCES THE LAUNCH OF A TENDER OFFER TO THE QUALIFYING HOLDERS OF THE FOLLOWING NOTES ISSUED BY THE BANK TO TENDER (I) ANY AND ALL OF THE FIRST PRIORITY NOTES FOR PURCHASE FOR CASH AND (II) THE SECOND PRIORITY NOTES FOR PURCHASE FOR CASH UP TO AN AGGREGATE TENDER CONSIDERATION FOR THE SECOND PRIORITY NOTES OF U.S.$500,000,000 (THE "MAXIMUM TENDER CONSIDERATION") LESS THE AGGREGATE TENDER CONSIDERATION (CONVERTED (IN THE CASE OF THE CHF NOTES) INTO THE USD EQUIVALENT OF SUCH AGGREGATE TENDER CONSIDERATION USING THE CHF/USD EXCHANGE RATE) PAID FOR

THE FIRST PRIORITY NOTES ACCEPTED FOR PURCHASE BY THE BANK SUBJECT TO THE BANK'S RIGHT IN ITS SOLE AND ABSOLUTE DISCRETION TO INCREASE OR DECREASE SUCH AMOUNT (WHICH INCREASE OR DECREASE MAY BE SIGNIFICANT), IN EACH CASE ON THE TERMS AND SUBJECT TO THE CONDITIONS SET OUT IN FULL IN THE TENDER OFFER MEMORANDUM.

Order of Priority

Notes

ISIN

Outstanding Principal

Amount1

Minimum

Tender Price

Maximum Tender

Consideration

Tender Price

First Priority Notes

1	CHF 140,000,000 5.0 per cent. Notes due April 2022 (the "CHF 2022 Notes")	CH0310140600	CHF 136,848,000	Not Applicable	94.50 per cent.	Not Applicable
1	CHF 84,000,000 5.50 per cent. Notes due June 2021 (the "CHF 2021 Notes")	CH0310140584	CHF 81,972,000	Not Applicable	97.50 per cent.
1	CHF 100,000,000 4.0 per cent. Notes due July 2020 (the "CHF 2020 Notes")	CH0310140568	CHF 93,032,000	Not Applicable	94.00 per cent.
1	CHF 120,000,000 4.750 per cent. Notes due March 2019 (the "CHF 2019 Notes")	CH0310140543	CHF 119,860,000	Not Applicable	98.50 per cent.
1	U.S.$25,600,000 2.4 per cent. Fixed Rate Notes due November 2018 (the "USD 2018 Notes")	XS1390060207	U.S.$25,600,000	Not Applicable	90.50 per cent.

Second Priority Notes

2	U.S.$280,000,000 8.125 per cent. Notes due October 2020 (the "USD October 2020 Notes")	XS1390060546	U.S.$270,732,000	97.00 per cent.	To be determined as set out in the Tender Offer Memorandum pursuant to a modified Dutch auction	U.S.$500,000,000* less the First Priority Notes Tender Consideration
2	U.S.$280,000,000 6.000 per cent. Notes due February 2020 (the "USD February 2020 Notes")	XS1390059969	U.S.$252,647,200	92.00 per cent.

* subject to the Bank's right in its sole and absolute discretion to increase or decrease such amount (which increase or decrease may be significant).

1 The outstanding principal amount of the relevant Notes as at 1 July 2016. Notes of any Series which are held by or on behalf of the Bank are deemed not to be outstanding.

This notice must be read in conjunction with the tender offer memorandum dated 1 July 2016 (the "Tender Offer Memorandum") which has been prepared by the Bank in relation to the Tender Offer. Capitalised terms used in this notice and not otherwise defined herein shall have the meanings ascribed to them in the Tender Offer Memorandum. This notice and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, legal advisor, accountant, custodian or other appropriately authorised independent financial advisor. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if they wish to participate in the Tender Offer. The distribution of this notice in certain jurisdictions (in particular the United States, the United Kingdom, France, Italy, Belgium, South Africa and Switzerland) is restricted by law (see "Tender Offer Restrictions" below). Persons into whose possession this document comes are required to inform themselves about, and to observe, any such restrictions. Introduction to and Rationale for the Tender Offer

On the terms and subject to the conditions contained in the Tender Offer Memorandum, the Bank invites Qualifying Holders (subject to the offer restrictions contained in the Tender Offer Memorandum) to tender (i) any and all of the First Priority Notes for purchase for cash and (ii) the Second Priority Notes for purchase for cash up to an aggregate Tender Consideration paid for the Second Priority Notes of U.S$500,000,000 (the "Maximum Tender Consideration") less the aggregate Tender Consideration (converted (in the case of the CHF Notes) into the USD equivalent of such aggregate Tender Consideration using the CHF/USD Exchange Rate) paid for the First Priority Notes accepted for purchase by the Bank subject to the Bank's right in its sole and absolute discretion to increase or decrease such amount (which increase or decrease may be significant), in each case on the terms and subject to the conditions set out in full in the Tender Offer Memorandum.

The Bank will announce as soon as reasonably practicable on 14 July 2016 whether in respect of each Series, the Bank will accept valid offers of Notes for purchase and, if so accepted, (i) in respect of the Second Priority Notes only, the relevant Tender Price for the Notes of such Series of Second Priority Notes accepted for purchase, (ii) the final aggregate principal amount of Notes of each Series accepted for purchase, (iii) the relevant pro-ration (if any) for any applicable Series of Second Priority Notes, (iv) the aggregate principal amount of Notes of each Series that will remain outstanding after the Settlement Date and (v) the Accrued Interest in respect of each Series. The Bank is under no obligation to accept any offers to complete the Tender Offer until the announcement of the results of the Tender Offer.

In the event that Offers to Sell are received by the Tender and Information Agent in respect of an aggregate principal amount of Second Priority Notes in respect of a Series which is greater than the final aggregate principal amount of Notes of such Series accepted for purchase, a pro-rata reduction may be applied to such Offers to Sell, subject to the terms and conditions of the Tender Offer.

The rationale of the Tender Offer for the Bank is to reduce its interest expense (and thus improve earnings) whilst maintaining a strong liquidity and regulatory capital position.

The Bank may decide to purchase none of the Notes tendered. The Bank may decide, in its sole and absolute discretion, to purchase none of the First Priority Notes tendered and/or none of the Second Priority Notes tendered.

The Bank reserves the right to reject or accept any Notes offered pursuant to the Tender Offer in its sole and absolute discretion. Until the Bank announces the final aggregate principal amount of the Notes accepted for purchase, no assurance can be given that any Notes validly tendered for purchase pursuant to the Tender Offer will be accepted. The acceptance of any Notes validly tendered for purchase is at the absolute discretion of the Bank and the Bank reserves the absolute right not to accept any Notes validly tendered pursuant to the Tender Offer.

Any Notes purchased by the Bank pursuant to the Tender Offer will be cancelled and will not be reissued or resold. Notes which have not been validly submitted and accepted for tender pursuant to the Tender Offer will remain outstanding.

Terms of the Tender Offer

1. The amount payable by the Bank to each Qualifying Holder for the Notes of a Series validly tendered and accepted by it for purchase pursuant to the Tender Offer (rounded to the nearest CHF 0.01, with CHF 0.005 being rounded upwards, in the case of CHF Notes and rounded to the nearest U.S.$0.01, with U.S.$0.005 being rounded upwards, in the case of USD Notes) will be equal to an amount in cash equal to the product of (i) the aggregate principal amount of such Notes validly tendered and accepted for purchase and (ii) the relevant Tender Price. The Bank will also pay or procure the payment of the relevant Accrued Interest Amount for the Notes of such Series accepted for purchase.

2. The Settlement Date is expected to be on 21 July 2016, on which date the Bank will pay the relevant Tender Consideration and Accrued Interest Amount to each Qualifying Holder who has validly tendered for purchase Notes under the Tender Offer and whose tenders have been accepted.

3. The Bank may reject tenders of Notes for purchase that it considers, in its sole discretion, not to have been validly made and the Bank is under no obligation to any Qualifying Holders to provide any reason or justification for refusing to accept any such tender of Notes for purchase.

Order of Priority

Notes will be accepted for purchase in accordance with the Order of Priority (with any and all valid Offers to Sell in respect of the First Priority Notes being accepted first, subject to the discretion of the Bank not to accept any Notes tendered). See the front cover of this notice and the Tender Offer Memorandum for details of the Order of Priority.

First Priority Notes

If the Bank accepts any validly tendered First Priority Notes for purchase then all First Priority Notes validly tendered will be accepted for purchase in full.