Annexure B:Main features disclosure

Barclays Africa Group Limited
28 February 2015

Disclosure template for main features of regulatory capital instruments

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1

Issuer

Barclays Africa

Group Limited

Absa Bank

Limited

Absa Bank

Limited

Absa Bank

Limited

Absa Bank

Limited

Absa Bank

Limited

Absa Bank

Limited

Absa Bank

Limited

Absa Bank

Limited

Barclays Bank of Botswana Limited

Barclays Bank of

Kenya Limited

Barclays Bank of

Kenya Limited

Barclays Bank

Zambia

Barclays Africa

Group Limited

Barclays Africa

Group Limited

Barclays Africa

Group Limited

Barclays Africa

Group Limited

2

Unique identifier (e.g. CUSIP, ISIN or Bloomberg identifier for private placement)

ZAE000174124

ZAE000079810

ZAG000029315

ZAG000073669

ZAG000077074

ZAG000077082

ZAG000101221

ZAG000101239

ZAG000101254

BBG003BHGHR9

BBKTR02SBFL02

BBKTR02SBFL02

BBG0019JPQR2

ZAG000121476

ZAG000121484

ZAG000123100

ZAG000123118

3

Governing law(s) of the instrument

Section 1 of the

Banks Act,

1990 (Act no

94. of 1990) (As amended)

Section 1 of the

Banks Act,

1990 (Act no

94. of 1990) (As amended)

Section 1 of the Banks Act, 1990 (Act no 94. of

1990) (As amended). The subordinated callable notes are listed on the Bond Exchange of South Africa.

Section 1 of the Banks Act, 1990 (Act no 94. of

1990) (As amended). The subordinated callable notes are listed on the Bond Exchange of South Africa.

Section 1 of the Banks Act, 1990 (Act no 94. of

1990) (As amended). The subordinated callable notes are listed on the Bond Exchange of South Africa.

Section 1 of the Banks Act, 1990 (Act no 94. of

1990) (As amended). The subordinated callable notes are listed on the Bond Exchange of South Africa.

Section 1 of the Banks Act, 1990 (Act no 94. of

1990) (As amended). The subordinated callable notes are listed on the Bond Exchange of South Africa.

Section 1 of the Banks Act, 1990 (Act no 94. of

1990) (As amended). The subordinated callable notes are listed on the Bond Exchange of South Africa.

Section 1 of the Banks Act, 1990 (Act no 94. of

1990) (As amended). The subordinated callable notes are listed on the Bond Exchange of South Africa.

Section 1 of the Banks Act, 1990 (Act no 94. of

1990) (As amended).

Section 1 of the Banks Act, 1990 (Act no 94. of

1990) (As amended).

Section 1 of the Banks Act, 1990 (Act no 94. of

1990) (As amended).

Section 1 of the Banks Act, 1990 (Act no 94. of

1990) (As amended).

Section 1 of the Banks Act, 1990 (Act no 94. of

1990) (As amended).

Section 1 of the Banks Act, 1990 (Act no 94. of

1990) (As amended).

Section 1 of the

Banks Act,

1990 (Act no

94. of 1990) (As amended).

Section 1 of the

Banks Act,

1990 (Act no

94. of 1990) (As amended).

Regulatory treatment

4

Transitional Basel III

rules

Common Equity

Tier 1

Additional Tier

1

Tier 2

Tier 2

Tier 2

Tier 2

Tier 2

Tier 2

Tier 2

Tier 2

Tier 2

Tier 2

Tier 2

Tier 2

Tier 2

Tier 2

Tier 2

5

Post-transitional Basel III

rules

Common Equity

Tier 1

Ineligible

Ineligible

Ineligible

Ineligible

Ineligible

Ineligible

Ineligible

Ineligible

Ineligible

Ineligible

Ineligible

Ineligible

Tier 2

Tier 2

Tier 2

Tier 2

6

Eligible at solo/group/group&solo

Group

Solo and Group

Solo and Group

Solo and Group

Solo and Group

Solo and Group

Solo and Group

Solo and Group

Solo and Group

Group

Group

Group

Group

Group

Group

Group

Group

7

Instrument type (types to be specified by each jurisdiction)

Ordinary shares

Preference shares

Subordinated

Callable Notes

Subordinated

Callable Notes

Subordinated

Callable Notes

Subordinated

Callable Notes

Subordinated

Callable Notes

Subordinated

Callable Notes

Subordinated

Callable Notes

Subordinated

Callable Notes

Subordinated

Callable Notes

Subordinated

Callable Notes

Subordinated

Callable Notes

Subordinated

Callable Notes

Subordinated

Callable Notes

Subordinated

Callable Notes

Subordinated

Callable Notes

8

Amount recognised in regulatory capital (Currency in mil, as of most recent reporting date)

R 1 694

R 3 251

R 2 000

R 1 500

R 400

R 600

R 1 805

R 2 007

R 1 188

R 0

R 0

R 0

R 16

R 370

R 130

R 1 693

R 807

9

Par value of instrument

R 1 694

R 4 644

R 2 000

R 845

R 400

R 600

R 1 805

R 2 007

R 1 188

R 108

R 90

R 153

R 102

R 370

R 130

R 1 693

R 807

10

Accounting classification

Shareholders' equity

Shareholders' equity

Liability - fair value option

Liability - fair value option

Liability - fair value option

Liability - fair value option

Liability - fair value option

Liability - fair value option

Liability - fair value option

Liability - fair value option

Liability - fair value option

Liability - fair value option

Liability - fair value option

Liability - fair value option

Liability - fair value option

Liability - fair value option

Liability - fair value option

11

Original date of issuance

1986

2006 and 2007

27-Mar-06

10-Dec-09

03-May-10

03-May-10

21-Nov-12

21-Nov-12

21-Nov-12

09-May-08

14-Jul-08

14-Jul-08

18-May-09

18-Nov-14

18-Nov-14

04-Feb-15

04-Feb-15

12

Perpetual or dated

Perpetual

Perpetual

Dated

Dated

Dated

Dated

Dated

Dated

Dated

Dated

Dated

Dated

Dated

Dated

Dated

Dated

Dated

13

Original maturity date

NA

NA

27-Mar-20

07-Dec-28

03-May-22

03-May-22

21-Nov-22

21-Nov-23

21-Nov-23

09-May-15

14-Jul-15

14-Jul-15

18-May-16

19-Nov-24

19-Nov-24

05-Feb-25

05-Feb-25

14

Issuer call subject to prior supervisory approval

NA

NA

Yes

Yes

Yes

Yes

Yes

Yes

Yes

NA

NA

NA

NA

Yes

Yes

Yes

Yes

15

Optional call date, contingent call dates

and redemption amount

NA

NA

27 Mar 2015, tax contingent event call, redemption amount equal to Principal

amount issued

07 Dec 2023, tax and regulatory contingent events call, nominal

amount plus CPI

adjustment if the amount is not less than R

845.283.052

otherwise redemption amount equal to Principal

Amount issued.

03 May 2017, tax and regulatory contingent events call, redemption amount equal to Principal

Amount issued.

03 May 2017, tax and regulatory contingent events call, redemption amount equal to Principal

Amount issued.

21 Nov 2017, tax and regulatory contingent events call, redemption amount equal to Principal

Amount issued.

21 Nov 2018, tax and regulatory contingent events call, redemption amount equal to Principal

Amount issued.

21 Nov 2018, tax and regulatory contingent events call, redemption amount equal to Principal

Amount issued.

NA

NA

NA

NA

19 Nov 2019, tax and regulatory contingent events call, redemption amount equal to Principal

Amount issued

19 Nov 2019, tax and regulatory contingent

events call, redemption amount equal to Principal

Amount issued

05 Feb 2020, tax and regulatory contingent events call, redemption amount equal to Principal Amount issued

05 Feb 2020, tax and regulatory contingent events call, redemption amount equal to Principal Amount issued

16

Subsequent call dates, if applicable.

NA

NA

NA

NA

NA

NA

Quarterly after the first optional call date until maturity.

Quarterly after the first optional call date until maturity.

Semiannualy after the first optional call date until maturity.

NA

NA

NA

NA

Quarterly after the first optional call date until maturity.

Semiannualy after the first optional call date until maturity.

Quarterly after the first optional call date until maturity.

Semiannualy after the first optional call date until maturity.

Coupons / dividends

17

Fixed or floating dividend/coupon

Floating

Fixed

Fixed to floating

Floating

Floating

Fixed to floating

Floating

Floating

Fixed

Fixed

Floating

Fixed

Floating

Floating

Fixed

Floating

Fixed

18

Coupon rate and any related index

NA

70% of the prime overdraft lending rate

8.10%

5.5 % indexed to ZAR revised CPI

3M JIBAR+210bps

10.28%

3M JIBAR+195bps

3M JIBAR+205bps

8.2950%

11% fixed NACS

182 day T-bill

+1%

11.50%

182-day T- bill+2.5%

3M JIBAR+330bps

10.835%

3M JIBAR+350bps

10.05%

19

Existence of a dividend stopper

No

No

No

No

No

No

No

No

No

No

No

No

No

No

No

No

No

20

Fully discretionary, partially discretionary or mandatory

Fully discretionary

Mandatory

Mandatory

Mandatory

Mandatory

Mandatory

Mandatory

Mandatory

Mandatory

Mandatory

Mandatory

Mandatory

Mandatory

Mandatory

Mandatory

Mandatory

Mandatory

21

Existence of step up or

NA

No

Yes

Yes

Yes

Yes

No

No

No

No

No

No

No

No

No

No

No

other incentive to redeem

22

Noncumulative or cumulative

Non-cumulative

Non-cumulative

Non-cumulative

Non-cumulative

Non-cumulative

Non-cumulative

Non-cumulative

Non-cumulative

Non-cumulative

Non-cumulative

Non-cumulative

Non-cumulative

Non-cumulative

Non-cumulative

Non-cumulative

Non- cumulative

Non- cumulative

23

Convertible or non- convertible

NA

Non-convertible

Non-convertible

Non-convertible

Non-convertible

Non-convertible

Non-convertible

Non-convertible

Non-convertible

Non-convertible

Non-convertible

Non-convertible

Non-convertible

Non-convertible

Non-convertible

Non- convertible

Non- convertible

24

If convertible, conversion trigger (s)

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

25

If convertible, fully or partially

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

26

If convertible, conversion rate

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

27

If convertible, mandatory or optional conversion

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

28

If convertible, specify instrument type convertible into

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

29

If convertible, specify issuer of instrument it converts into

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

30

Write-down feature

No

No

No

No

No

No

No

No

No

No

No

No

No

Yes

Yes

Yes

Yes

31

If write-down, write- down trigger(s)

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

At SARBs discretion in accordance with Condition 11.12 of the Terms

and Conditions and Regulation

38(14)(a)(i) of the Tier 2

Capital

Regulations, upon the receipt by the Issuer of written notice from the Registrar of Banks of the occurrence of a Non-Viability Trigger Event

At SARBs discretion in accordance with Condition 11.12 of the Terms and Conditions and Regulation

38(14)(a)(i) of the Tier 2 Capital Regulations, upon the receipt by the Issuer of written notice from the Registrar of Banks of the occurrence of a Non-Viability Trigger Event

At SARBs discretion in accordance with Condition

11.12 of the

Terms and Conditions and Regulation

38(14)(a)(i) of the Tier 2

Capital Regulations, upon the receipt by the Issuer of written notice from the Registrar of Banks of the

occurrence of a Non-Viability Trigger Event

At SARBs discretion in accordance with Condition

11.12 of the

Terms and Conditions and Regulation

38(14)(a)(i) of the Tier 2

Capital Regulations, upon the receipt by the Issuer of written notice from the Registrar of Banks of the

occurrence of a Non-Viability Trigger Event

32

If write-down, full or partial

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

The Principal Amount and all accrued unpaid interest owing in respect of the Notes of this Tranche shall be written-off permanently, in full or in part on a pro rata basis (in the case of a write off in part) in accordance with the Capital Regulations and to the satisfaction of the Registrar of Banks

The Principal Amount and all accrued unpaid interest owing in respect of the Notes of this Tranche shall be written-off permanently, in full or in part on

a pro rata basis (in the case of a write off in part) in accordance with the Capital Regulations and to the satisfaction of the Registrar of Banks

The Principal Amount and all accrued unpaid interest owing in respect of

the Notes of this Tranche shall be written-off

permanently, in

full or in part on a pro rata basis (in the case of a write off in

part) in

accordance

with the Capital

Regulations and to the satisfaction of the Registrar of Banks

The Principal Amount and all accrued unpaid interest owing in respect of

the Notes of this Tranche shall be written-off

permanently, in

full or in part on a pro rata basis (in the case of a write off in

part) in

accordance

with the Capital

Regulations and to the satisfaction of the Registrar of Banks

33

If write-down,

permanent or temporary

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

Permanent

Permanent

Permanent

Permanent

34

If temporary write- down, description of write-up mechanism

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

35

Position in subordination hierarchy in liquidation (specify instrument type immediately senior to instrument)

Columns 3 to

17, then

Column 2

Columns 3 to

17

Deposits and other general debits of the bank including non sub- ordinated notes

Deposits and other general debits of the bank including non sub- ordinated notes

Deposits and other general debits of the bank including non sub- ordinated notes

Deposits and other general debits of the bank including non sub- ordinated notes

Deposits and other general debits of the bank including non sub- ordinated notes

Deposits and other general debits of the bank including non sub- ordinated notes

Deposits and other general debits of the bank including non sub- ordinated notes

Deposits and other general debits of the bank including non sub- ordinated notes

Deposits and other general debits of the bank including non sub- ordinated notes

Deposits and other general debits of the bank including non sub- ordinated notes

Deposits and other general debits of the bank including non sub- ordinated notes

Deposits and other general debits of the bank including non sub- ordinated notes

Deposits and other general debits of the bank including non sub- ordinated notes

Deposits and other general debits of the bank including non sub- ordinated notes

Deposits and other general debits of the bank including non sub- ordinated notes

36

Non-compliant transitioned features

NA

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

NA

NA

NA

NA

37

If yes, specify non- compliant features

NA

Loss absorbency criteria and point of non- viability

Loss absorbency criteria and

point of non- viability

Loss absorbency criteria and point of non- viability

Loss absorbency criteria and point of non- viability

Loss absorbency criteria and

point of non- viability

Loss absorbency criteria and

point of non- viability

Loss absorbency criteria and

point of non- viability

Loss absorbency criteria and

point of non- viability

Loss absorbency criteria and point of non-viability

Loss absorbency criteria and point of non-viability

Loss absorbency criteria and point of non-viability

Loss absorbency criteria and point of non- viability

NA

NA

NA

NA

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